TCR_Public/160205.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, February 5, 2016, Vol. 20, No. 36

                            Headlines

88 HAMILTON AVENUE: Case Summary & 30 Largest Unsecured Creditors
ACADIA HEALTHCARE: S&P Assigns 'B' Rating on Proposed $390MM Notes
ACCIPITER COMMUNICATIONS: Disclosures Hearing Slated for Feb. 9
ACCIPITER COMMUNICATIONS: U.S. Opposes Plan Disclosures
ALERE INC: S&P Puts 'B' CCR on CreditWatch Positive

ALLIANCE ONE: Axar Capital, et al., Report 9.9% Stake
ALLIED NEVADA: Order Denying Brian Tuttle's Appeal Vacated
ALLY FINANCIAL: Reports $1.3 Billion Net Income for 2015
ALPHA NATURAL: Court OKs Key Employee Incentive Plan for 2016
AMBAC FINANCIAL: JPM to Pay $995M to Settle RMBS-Related Claims

AMERICAN AXLE: Barrow Hanley Files Schedule 13G with SEC
AMERICAN NATURAL ENERGY: Chapter 11 Plan Gives Control to Hillair
AMERICAN NATURAL ENERGY: Committee Balks at Disclosure Statement
AMERICAN NATURAL ENERGY: Must Submit Amended Disclosures by Feb. 15
ARCH COAL: Creditors Committee Taps Kramer Levin as Counsel

ARMSTRONG WORLD: Moody's Affirms 'B1' Corporate Family Rating
ARMSTRONG WORLD: S&P Affirms 'BB' Rating, Outlook Stable
AROWANA INC: Going Concern Doubt amid Need to Raise More Capital
ATLANTIC CITY: Emergency Manager Defects for Consulting Job
AXION INT'L: Asks Court to Allow Kronstadt to Credit Bid

AXION INT'L: Community Bank Seeks Adequate Protection Payments
AXION INT'L: Proposes March 14 Bid Deadline, March 18 Auction
AXION INT'L: To Halt Filing of Periodic Reports to SEC
AXION INT'L: Unsecured Creditors Challenge Kronstadt Lien
BAYTEX ENERGY: Moody's Cuts CFR to Caa1, Outlook Neg.

BELLATRIX EXPLORATION: Moody's Cuts Corp. Family Rating to Caa1
BERNARD L. MADOFF: Court Says HSBC Off Hook in Asset Freeze Bout
BLACK ELK ENERGY: Files Decommissioning Plan
C & A INVESTMENTS: Case Summary & 14 Largest Unsecured Creditors
CALIFORNIA HISPANIC: Case Summary & 20 Top Unsecured Creditors

CANTOR COMMERCIAL 2016-C3: Fitch Rates Cl. E Certificate BB+
CD COMMERCIAL 2007-CD4: Fitch Lowers Rating on 10 Certs to 'Dsf'
CENTRIC HEALTH: S&P Affirms 'B-' CCR, Outlook Stable
CIRCUIT CITY: Settles with Technicolor and Others in CRT MDL
CLIFFS NATURAL: Depository Shares Delisted From NYSE

CLIFFS NATURAL: Moody's Cuts Corporate Family Rating to 'Ca'
COLT DEFENSE: Terminates Registration of Securities With SEC
CONSTELLATION ENTERPRISES: S&P Lowers Corp. Credit Rating to 'SD'
CONSTELLATION ENTERPRISES: S&P Raises CCR to 'CCC-', Outlook Dev.
CONTINENTAL CASUALTY: Metal Co. Says $33M Row Best Left for Jury

CROWN HOLDINGS: Moody's Affirms Ba2 Corporate Family Rating
CST BRANDS: S&P Puts 'BB' CCR on CreditWatch Negative
DANIER LEATHER: Files Notice of Intention Under BIA
DENBURY RESOURCES: Moody's Cuts Corporate Family Rating to Caa2
DIFFERENTIAL BRANDS: Peter Kim Reports 7.9% Stake as of Jan. 28

DONMETZ HOME: Case Summary & 11 Largest Unsecured Creditors
EDENOR SA: ENRE Ordered to Perform Tariff Schedules Adjustment
EGPI FIRECREEK: Suspending Filing of Reports with SEC
EMKEY COMPANIES: Case Summary & 20 Largest Unsecured Creditors
ENABLE MIDSTREAM: S&P Lowers CCR to 'BB+', Outlook Negative

ENERGY SERVICES: S&P Lowers CCR to 'B-', Outlook Stable
EP ENERGY: Moody's Cuts CFR to 'B3', Negative Outlook
EXCITE MEDICAL: Court Denies Bid to Freeze Musallam, et al. Assets
FELD LIMITED: Case Summary & 20 Largest Unsecured Creditors
FOURTH QUARTER: MetLife Opposes Confirmation of Sale-Based Plan

FOURTH QUARTER: Plan Confirmation Underway; DIP Facility Extended
FOURTH QUARTER: Plan Has Requisite Acceptances to Be Confirmed
GREEN MOUNTAIN: Crimson Allowed to Pursue Charging Order
HAGGEN HOLDINGS: Seeks Approval of Albertson's Settlement
HAGGEN HOLDINGS: Seeks to Sell Puyallup Store Pharmaceutical Assets

HORSEHEAD HOLDING: S&P Lowers CCR to 'D' on Ch. 11 Filing
IMH FINANCIAL: To Continue Selling Non-Performing Assets
IMMACULATA UNIVERSITY: S&P Affirms 'BB+' Rating, Outlook Negative
INC RESEARCH: S&P Assigns 'BB' Corp. Credit Rating
IPC CORP: S&P Assigns 'B' Rating on $125MM 1st Lien Notes

JHK INVESTMENTS: Has to Obtain Plan Confirmation by March 31
KALOBIOS PHARMACEUTICALS: Assures Bonuses Won't Go to Shkreli
KEMET CORP: Incurs $8.60 Million Net Loss in Third Quarter
KU6 MEDIA: Shanda Interactive Holds 69.9% of Ordinary Shares
KU6 MEDIA: To Consider "Going Private" Proposal

LAGO RESORT: S&P Assigns 'B-' CCR, Outlook Stable
LAS AMERICAS: Plan Disclosures Hearing Continued to May 20
MAGNUM HUNTER: Files Amended Bankruptcy Rule 2015.3 Report
MALIBU LIGHTING: Deadline to Remove Suits Extended to May 4, 2016
MASSILLON, OH: Moody’s Affirms 'Ba1' GOLT Debt Rating

MAYHEW & ASSOCIATES: In Bankruptcy; Creditors Meeting Feb. 12
MEG ENERGY: Moody's Cuts Corporate Family Rating to Caa2
MIDSTATES PETROLEUM: R/C IV Eagle Reports 21.1% Equity Stake
NATROL INC: Release of $20-Mil. Plan Reserves Approved
NEW GOLD: S&P Lowers CCR to 'B+' on Weak Cash Flow Outlook

NEWBURY COMMON: 9 Additional Affiliates' Case Summary
NEWSTAR FINANCIAL: S&P Revises Outlook to Neg. & Affirms 'BB-' ICR
NNN MET CENTER: Court OKs Glast Phillips as Transactional Counsel
NORTHERN BLIZZARD: Moody's Cuts Corporate Family Rating to B2
OAKS OF PRAIRIE: Case Summary & 18 Largest Unsecured Creditors

OSAGE EXPLORATION: Case Summary & 20 Largest Unsecured Creditors
OSAGE EXPLORATION: Files Voluntary Chapter 11 Bankruptcy Petition
PARAMOUNT RESOURCES: Moody's Cuts Corporate Family Rating to Caa2
PATERSON CHARTER: S&P Affirms BB+ Rating on Bonds, Outlook Neg.
PEREGRINE MIDSTREAM: Files Voluntary Ch.11 Bankruptcy Petition

PREMIER BANK: Atty Pleads Not Guilty to Embezzlement as Trustee
PRODUCTION RESOURCE: S&P Lowers CCR to 'CCC-', Outlook Negative
QUANTUM CORP: Eric Singer Reports 9.9% Stake as of Jan. 29
QUANTUM FUEL: $471,410 Interest Payment to Samsung Heavy Deferred
RAIN CII: Moody's Cuts Corporate Family Rating to 'B3'

RCS CAPITAL: Files Joint Plan of Reorganization
RCS CAPITAL: Obtains Commitment for $100-Mil. DIP Financing
RCS CAPITAL: Seeks Leave to File Plan Without Disclosure Statement
RCS CAPITAL: Seeks to Assume Restructuring Support Agreement
RELATIVITY FASHION: Hires Houlihan Lokey as Financial Advisor

RETROPHIN INC: Judge Says Shkreli Emails to Atty. Not Privileged
ROBIN GRATHWOL: 4th Cir. Affirms Dismissal of 3 Suits
RONA INC: S&P Puts 'BB+' CCR on CreditWatch Positive
SAMUEL E. WYLY: Denies Fraud as $2.2B Tax Trial Comes to a Close
SAWYER WOOD: Case Summary & 20 Largest Unsecured Creditors

SEABOARD REALTY: Looks for Six-Month Timeout With Creditors
SEVEN GENERATIONS: Moody's Confirms B1 Corporate Family Rating
SFX ENTERTAINMENT: Moody’s Affirms Ca Corporate Family Rating
SFX ENTERTAINMENT: S&P Lowers CCR to 'D' on Ch. 11 Filing
SIGA TECHNOLOGIES: Shareholder Blasts Plan Over Creditor Treatment

SOUTHERN REGIONAL HEALTH: $13.6-Mil. Borrowing Increase Approved
SPRINT CORP: S&P Lowers CCR to 'B' on Cash Flow Challenges
SUN BANCORP: Reports Fourth Quarter Net Income of $1.45 Million
SUNCOKE ENERGY: Moody's Cuts Corporate Family Rating to 'B2'
TCF FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating

THERAPEUTICSMD INC: BNY Mellon Reports 6.5% Stake as of Dec. 31
THINKSTREAM INC: SSG Acted as Investment Adviser in Asset Sale
TITAN GROUP: Ontario Court Sets April 15 Claims Bar Date
TORQUED UP: Cougar-Led Sale Process Approved
TORQUED-UP ENERGY: Seeks to Grant Replacement Liens to Amegy Bank

TORQUED-UP ENERGY: Seyfarth Okayed to Negotiate Sale Transactions
TREND COMPANIES: Case Summary & 20 Largest Unsecured Creditors
TRI STATE TRUCKING: Adds IRS and CAT Financial to Creditors List
TRI STATE TRUCKING: Can Employ Guthrie and Co. as Accountants
TRI STATE TRUCKING: Panel Okayed to Retain Cole Shotz as Counsel

TRUMP ENTERTAINMENT: Experts Say CBA Ruling Is a Blow to Labor
VERSO CORP: Gets Nod to Tap $550 Million in Bankruptcy Financing
VIGGLE INC: Secures $1.5 Million Financing From Sillerman
VIVID SEATS: Moody's Assigns 'B3' Corporate Family Rating
XINERGY LTD: Chapter 11 Plan Confirmed by Judge

ZEST HOLDINGS: S&P Assigns 'B' Rating on $50MM 1st Lien Loan
[*] 4th Circuit Says Legal Fees Trumped by $1 Million Tax Claim
[*] 9th Circ. Says Absolute Priority Applies to All Chapter 11s
[*] Bankruptcy Filings Drop 10% in Calendar Year 2015
[*] Fitch: Stronger Recoveries Amid Industrial Bankruptcies

[*] Hon. D. Michael Lynn Joins Shannon Gracey as Senior Counsel
[*] LSI Increases to 7.9% in January 2016, Moody's Says
[*] S&P Takes Actions on 20 Investment-Grade Exploration Companies
[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures

                            *********

88 HAMILTON AVENUE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 88 Hamilton Avenue Associates, LLC
        1 Atlantic St.
        Stamford, CT 06901

Related Case: The Debtor is an affiliate of Newbury Common
              Associates, LLC which filed for bankruptcy
              protection on Dec. 13, 2015, Case No. 15-12507.

Case No.: 16-10330

Chapter 11 Petition Date: February 4, 2016

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

Debtor's Counsel: Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax: 302-571-1253
                  Email: rbrady@ycst.com

Debtor's          BEILINSON ADVISORY GROUP
Restructuring     Attn: Marc Beilinson, Managing Partner
Advisor:          11111 Santa Monica
                  Los Angeles, CA 90025
                  Tel: (310) 990-2990
                  E-mail: mbeilinson@beilinsonadvisorygroup.com

Debtor's          ANCHIN, BLOCK & ANCHIN LLP
Forensic
Accounting
Services
Provider:

Independent       SMITH, KATZENSTEIN & JENKINS LLP
Directors'
Counsel:

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Marc Beilinson, chief restructuring
officer.

List of Debtor's 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
SSC, Inc.                            Trade Debts        $250,518
P.O. Box 135
Battleboro, VT 05302

SPAGS NE LLC dba                     Trade Debts        $147,389
Lionheart Maintenance

Tri-Star Services Inc.               Trade Debts        $133,790

Berkowitz, Trager & Trager, LLC       Professional      $126,633
                                        services

Propark Inc.                         Trade Debts         $94,008

IMCS, LLC                             Professional       $93,000
                                         services

CBRE, Inc.                            Professional       $56,231
                                        services

Diserio, Martin, O'Connor             Professional       $36,730
& Castiglioni LLP                       services

Jonathan Nehmer + Assoc., Inc.        Professional       $30,931
                                        services

Drivers Unlimited Inc.                Trade Debts        $29,954

City of Stamford                         Taxes           $28,985

Stamford WPCA                         Trade Debts        $29,733

Kencal Maintenance Corporation        Trade Debts        $27,961

Kravet Realty, LLC                    Professional       $26,126
                                        services

Karps True Value Hardware             Trade Debts        $23,125

Redniss & Mead, Inc.                  Professional       $22,353
                                        services

ASD Construction, LLC                 Trade Debts        $22,328

My Slidelines, LLC                    Trade Debts        $20,757

Carpet City                           Trade Debts        $20,707

Heller And Johnsen                    Professional       $19,709
                                        services

One Solution Services, LLC            Trade Debts        $19,091

Great Northern Elevator Co. LLC       Trade Debts        $16,803

City Carting & Recycling              Trade Debts        $16,391

American Furniture Rental             Trade Debts        $11,626

Connecticut Materials                 Trade Debts        $11,224
Testing Lab, Inc.

Sky View Buildings, LLC               Trade Vendors      $11,176

Pelliccione & Assoc., LLC              Professional       $9,985
                                         services

Grosso Custom Builders                 Trade Vendors      $9,622

KM Communications Services             Trade Vendors      $9,267

Carmody Torrance Sandak                Professional       $9,033
Hennessey                                services


ACADIA HEALTHCARE: S&P Assigns 'B' Rating on Proposed $390MM Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level and
'5' recovery (10% to 30%, at the lower end of the range) ratings to
U.S.-based behavioral health provider Acadia Healthcare Co. Inc.'s
proposed $390 million senior unsecured notes due 2024.

The company plans to use the proceeds, in addition to the proceeds
of new equity issuance, and new term loan B to help finance the
acquisition of U.K.-based behavioral health provider Priory Group
No. 1 Ltd.

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 rRting

Acadia Healthcare Co. Inc.
$390 Mil. Senior Unsecured Notes Due 2024   B
   Recovery Rating                           5L



ACCIPITER COMMUNICATIONS: Disclosures Hearing Slated for Feb. 9
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona held an
initial hearing on the motion for approval of the Disclosure
Statement explaining the Second Amended Plan of Reorganization
proposed by Accipiter Communications, Inc. and its Official
Committee of Unsecured Creditors.  

On Dec. 29, 2015, the Court entered an order continuing the hearing
to Feb. 9, 2016, at 9:30 a.m.

The hearing on the Disclosure Statement have previously been
postponed by the parties to give parties time to resolve objections
by the U.S. Rural Utilities Service, and  to give way for the
solicitation of offers for the Debtor's assets.

At a Chapter 11 status hearing in July 2015, respective counsel for
the Debtor, RUS, and the Committee all reported to the Court that
those parties were cooperatively exploring the possibility of
identifying one or more potential purchasers for substantially all
the Debtor's assets as a means to bringing about a resolution of
the Chapter 11 case.  

                        The Chapter 11 Plan

Accipiter Communications and its Official Committee of Unsecured
Creditors have proposed a Chapter 11 Plan designed to effect a
reorganization of the Debtor's business operations and a
restructuring of the Debtor's obligations to its Creditors.

The Plan provides that:

   * Allowed administrative claims and allowed priority tax
     claims will be paid in full in cash.  

   * Priority claims (Class 1), miscellaneous secured claims
     (Class 2) are unimpaired and each claim holder will receive
     Cash in an amount equal to its allowed claim.

   * The Rural Utilities Service (RUS) A Loan Claim (Class 3A)
     is allowed as a secured claim of $2,147,311 and will be
     satisfied with the issuance of a New RUS Note payable to
     RUS.  The New RUS Note A, in the principal amount of
     $2,147,311, bears simple interest at 5.00% per year, for a
     term of 240 months.  

   * The Rural Utilities Service (RUS) B Loan Claim (Class 3B) is
     allowed as a secured claim of $4,456,707 and will be
     satisfied with the issuance of a New RUS Note payable to
     RUS.  The New RUS Note B, in the principal amount of
     $4,456,707, bears simple interest at 5.00% per year, for a
     term of 240 months.

   * The Rural Utilities Service (RUS) C Loan Claim (Class 3C)
     is allowed in the amount of $14,124,196 and will be
     satisfied when Reorganized Accipiter makes the New RUS
     Note C payable to RUS as of the Effective Date in the in
     the principal amount of $2,824,839 (that is, 20% of the
     Allowed amount of the RUS C Loan Claim).  The New RUS
     Note C is unsecured and bears no interest.

   * Each holder of an allowed general unsecured claim
     (Class 4) will receive nine equal monthly installment
     payments of cash totaling the amount of its allowed general
     unsecured claim beginning on the first Business Day of each
     full calendar month after the Effective Date.  The Debtor
     believes that allowed general unsecured claims will total
     approximately $600,000.

   * All equity interests and equity related claims are
     extinguished, and holders do not receive or retain any
     rights or distributions on account of their equity interests
     or equity related claims.

The Second Amended Plan was filed with the Bankruptcy Court on May
15, 2015, superseding previous plans of reorganization filed on
Aug. 27, 2014, and Dec. 16, 2014.  A copy of the Second Amended
Plan is available for free at:

   http://bankrupt.com/misc/Accipiter_C_149_DS_2nd_Am_Plan.pdf

The original iteration of the Plan provided that holders of equity
interests will retain their equity interests in the Debtors.

                  About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409 residential
subscribers and 231 business subscribers, including an elementary
school, an enforcement agency, a fire station, two municipal water
supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund, which is
administered under the authority of the Federal Communications
Commission, and capital debt financing provided under a rural
telecommunications loan program administered by the Rural Utilities
Service, an agency of the U.S. Department of Agriculture.

As of the Petition Date, the Debtor owed $20.8 million in aggregate
principal to the RUS.  The Debtor believes there is approximately
$414,000 in prepetition general unsecured claims held by trade
vendors or other parties against the Debtor.  The Debtor is a
privately held company, with 55.4% of the stock held by Lewis van
Amerongen.  In its schedules, the Debtor listed $31.3 million in
assets and $21.6 million in liabilities.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.


ACCIPITER COMMUNICATIONS: U.S. Opposes Plan Disclosures
-------------------------------------------------------
The United States said in a filing that the May 15, 2015 proposed
Disclosure Statement should not be approved, and the motion seeking
approval of the Disclosure Statement should be denied, because the
Second Amended Plan of Reorganization proposed by
Accipiter Communications, Inc. and its Official Committee of
Unsecured Creditors cannot be confirmed and the Disclosure
Statement fails to provide adequate information.

The United States, acting through the Rural Utilities Service of
the United States Department of Agriculture, is the Debtor's
largest creditor.  As of March 28, 2014, the Debtor owed RUS
$20,897,044.07 -- proof of claim (No. 29-1) -- on a series of loans
to the Debtor by RUS or its predecessor the Rural Telephone Bank.
The RUS Claim represents 93% of the claims (totaling $22,379,957)
currently appearing on Debtor's claims register.

The Plan is not acceptable to RUS and if the Court were to find
balloting necessary to gauge whether the Plan should be confirmed,
RUS expects to vote against it.

The U.S. avers that the Disclosure Statement should be rejected
because the Plan is not confirmable.  It points out that:

   * The Plan discriminates unfairly against RUS's Class 3C
     Under-secured Claim by placing it in a class separate from,
     and treating it much worse than, claims of other unsecured
     creditors. The Plan proposes to pay general unsecured
     creditors (Class 4) in full within nine months. By contrast,
     on the RUS Claim in Class 3C, Debtor would pay just 20%, and
     would do so over twenty years (and without interest).

   * In direct contravention of this well-accepted principle, the
     Plan gerrymanders claims with a view toward creating an
     accepting class.  The Proponents' only apparent purpose in
     classifying unsecured claims into two classes, 3C and 4, is
     to create an impaired class that the Proponents hope will
     vote in favor of the Plan.

   * The Plan's interest rate for the proposed forced loans to
     repay the Class 3A and 3B claims is below both the risk-
     adjusted prime rate and the 20-year rate for far less risky
     bonds. That is so in part because under the Plan, for these
     loans, Debtor would pay only 5% simple interest.

   * The Plan's 20-year repayment period -- particularly for the
     proposed Class 3B loan on which payments would not be made
     until the end -- is unreasonably long.

The U.S. also asserts that the Disclosure Statement should not be
approved because it does not provide adequate information.  The
U.S. notes, among other things, that the Proposed Disclosure
Statement omits financial details necessary to gauge the
reorganized Debtor's ability to make future payments, especially to
RUS.

Attorneys for the United States:

         BENJAMIN C. MIZER
         Principal Deputy Assistant Attorney General

         JOHN S. LEONARDO
         United States Attorney

         RUTH A. HARVEY
         KIRK T. MANHARDT
         LLOYD H. RANDOLPH
         JESSICA S. WANG
         United States Department of Justice
         Commercial Litigation Branch
         P.O. Box 875, Ben Franklin Station
         Washington, DC 20044
         Voice: (202) 307-0356
         Fax: (202) 514-9163
         E-mail: lloyd.randolph@usdoj.gov

                        The Chapter 11 Plan

Accipiter Communications and its Unsecured Creditors Committee have
proposed a Chapter 11 Plan designed to effect a reorganization of
the Debtor's business operations and a restructuring of the
Debtor's obligations to its Creditors.

The Plan provides that:

   * Allowed administrative claims and allowed priority tax
     claims will be paid in full in cash.  

   * Priority claims (Class 1), miscellaneous secured claims
     (Class 2) are unimpaired and each claim holder will receive
     Cash in an amount equal to its allowed claim.

   * The Rural Utilities Service (RUS) A Loan Claim (Class 3A) is
     allowed as a secured claim of $2,147,311 and will be
     satisfied with the issuance of a New RUS Note payable to
     RUS.  The New RUS Note A, in the principal amount of
     $2,147,311, bears simple interest at 5.00% per year, for a
     term of 240 months.  

   * The Rural Utilities Service (RUS) B Loan Claim (Class 3B) is
     allowed as a secured claim of $4,456,707 and will be
     satisfied with the issuance of a New RUS Note payable to
     RUS.  The New RUS Note B, in the principal amount of
     $4,456,707, bears simple interest at 5.00% per year, for a
     term of 240 months.

   * The Rural Utilities Service (RUS) C Loan Claim (Class 3C) is
     allowed in the amount of $14,124,196 and will be satisfied
     when Reorganized Accipiter makes the New RUS Note C payable
     to RUS as of the Effective Date in the in the principal
     amount of $2,824,839 (that is, 20% of the Allowed amount of
     the RUS C Loan Claim).  The New RUS Note C is unsecured and
     bears no interest.

   * Each holder of an allowed general unsecured claim (Class 4)
     will receive nine equal monthly installment payments of cash
     totaling the amount of its allowed general unsecured claim
     beginning on the first Business Day of each full calendar
     month after the Effective Date.  The Debtor believes that
     allowed general unsecured claims will total approximately
     $600,000.

   * All equity interests and equity related claims are
     extinguished, and holders do not receive or retain any
     rights or distributions on account of their equity interests
     or equity related claims.

The Second Amended Plan was filed with the Bankruptcy Court on May
15, 2015, superseding previous plans of reorganization filed on
Aug. 27, 2014, and Dec. 16, 2014.  A copy of the Second Amended
Plan is available for free at:

   http://bankrupt.com/misc/Accipiter_C_149_DS_2nd_Am_Plan.pdf

The original iteration of the Plan provided that holders of equity
interests will retain their equity interests in the Debtors.

                  About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409 residential
subscribers and 231 business subscribers, including an elementary
school, an enforcement agency, a fire station, two municipal water
supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund, which is
administered under the authority of the Federal Communications
Commission, and capital debt financing provided under a rural
telecommunications loan program administered by the Rural Utilities
Service, an agency of the U.S. Department of Agriculture.

As of the Petition Date, the Debtor owed $20.8 million in aggregate
principal to the RUS.  The Debtor believes there is approximately
$414,000 in prepetition general unsecured claims held by trade
vendors or other parties against the Debtor.  The Debtor is a
privately held company, with 55.4% of the stock held by Lewis van
Amerongen.  In its schedules, the Debtor listed $31.3 million in
assets and $21.6 million in liabilities.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.


ALERE INC: S&P Puts 'B' CCR on CreditWatch Positive
---------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
corporate credit rating on Alere Inc., and all existing issue-level
ratings on the company's debt, on CreditWatch with positive
implications.

"The rating action is in response to the announcement that the
company has accepted an acquisition offer by Abbott Laboratories
for $5.8 billion.  We expect Abbott to fund the transaction with
debt and to assume or refinance Alere's debt upon completion of the
deal," said Standard & Poor's credit analyst Maryna Kandrukhin.

The rating action reflects Alere's potential for higher issuer- and
issue-level ratings as a part of the consolidated entity once the
acquisition is completed.  While the 'A+' corporate credit rating
on Abbott has been placed on CreditWatch with negative
implications, mainly due to the significant amount of debt to be
incurred in its proposed acquisition of Alere, S&P still believes
there is the potential for meaningfully higher ratings for Alere
after the acquisition closes.

Upon the completion of the transaction, S&P expects to resolve the
CreditWatch listings to reflect the final ratings on the
consolidated entity, the status of Alere relative to the
consolidated whole, and the status of the debt.



ALLIANCE ONE: Axar Capital, et al., Report 9.9% Stake
-----------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Axar Capital Management, LP, Axar GP, LLC and Andrew
Axelrod disclosed that as of Dec. 31, 2015, they beneficially own  
879,440 [shares of Common Stock held for the account of Axar Master
Fund, Ltd.] representing 9.9 percent of the shares outstanding
(based on 8,883,238 shares of Common Stock reported as outstanding
as of July 31, 2015, according to the Issuer's quarterly report on
Form 10-Q, filed Aug. 6, 2015).  A copy of the regulatory filing is
available for free at http://is.gd/miviMv

                        About Alliance One

Alliance One International is a leading global independent leaf
merchant.  Visit the Company's Web site at http://www.aointl.com/


Alliance One reported a net loss of $15.6 million on $2.10 billion
of sales and other operating revenues for the year ended March 31,
2015, compared to a net loss of $87 million on $2.3 billion of
sales and other operating revenues for the year ended March 31,
2014.

                            *    *    *

As reported by the TCR on Feb. 12, 2015, Moody's Investor Service
downgraded the Corporate Family Rating of Alliance One
International, Inc. (AOI) to Caa1 from B3.  The downgrade of AOI's
CFR to Caa1 reflects Moody's expectation that credit metrics will
remain weak over the next 12 - 18 months.

The TCR reported on April 13, 2015, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Morrisville,
N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'.


ALLIED NEVADA: Order Denying Brian Tuttle's Appeal Vacated
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware vacated the
Jan. 4, 2016 order and reopened the Chapter 11 case of Allied
Nevada Gold Corp.

The Court also ordered that appellant Brian Tuttle timely pay the
filing fee owed.

On Jan. 4, 2016, the Court said that appellant filed the appeal
without prepayment of the filing fee or an application to proceed
without prepayment of fees.

In this relation, the appeal is dismissed and the case is closed
for the appellant's failure to pay the required filing fee.

On Oct. 21, 2015, Mr. Tuttle, pro se, appealed Hon. Mary F.
Walrath's Sept. 15 order denying his motion to appoint an examiner
with access to and authority to disclose previledge materials.

                      About Allied Nevada

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

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

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

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

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

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

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


ALLY FINANCIAL: Reports $1.3 Billion Net Income for 2015
--------------------------------------------------------
Ally Financial Inc. reported net income of $1.3 billion for full
year 2015 and $263 million for the fourth quarter.  This compares
to net income of $268 million in the prior quarter and $177 million
for the fourth quarter of 2014, an increase of 49 percent over the
prior year period.  For the full year 2015, net income increased 12
percent from $1.2 billion in 2014.

Core pre-tax income in 2015, excluding repositioning items,
improved 11 percent to $1.8 billion, compared to $1.6 billion in
the prior year.  For full year 2015, Ally reported adjusted
earnings per diluted common share of $2.00, increasing 19 percent
from $1.68 in 2014, excluding the impact of the redemption of
Series G and repurchase of Series A preferred securities during
2015.  Including the redemption of these securities, the company
reported a generally accepted accounting principles (GAAP) loss of
$2.66 per common share for the year.  The redemption of these
preferred securities were planned actions to normalize Ally's
capital structure, drive improved financial performance in the
future, and to support the objective of initiating a common
dividend and share repurchase program in 2016.

The company reported core pre-tax income of $446 million, excluding
repositioning items, in the fourth quarter of 2015, increasing 4
percent from $431 million in the third quarter and up 13 percent
from $396 million in the fourth quarter 2014.

Adjusted earnings per diluted common share for the quarter were
$0.52, compared to $0.51 in the previous quarter and $0.40 in the
prior year period.  The company reported a GAAP loss of $1.97 per
common share in the fourth quarter of 2015, primarily driven by the
redemption of $1.3 billion of Series G preferred securities during
the quarter.  As a result of the redemption, Ally's preferred
dividend burden has been significantly reduced.

"Ally's performance in 2015 reflected the fundamental strength and
adaptability of our operations and the successful execution of the
multi-year plan to improve profitability," stated Ally chief
executive officer Jeffrey Brown.  "We exceeded our operational
targets for retail deposit growth and auto originations, and we
achieved a sustainable return on tangible common equity of more
than 9 percent."

Brown continued, "Importantly, the steps we have taken in 2015
position us well for the future.  The redemption of the Series G
preferred securities paved the way to pursue share repurchases and
shareholder dividends.  The growth in retail deposits drives
greater funding efficiency and stability, and an expanding customer
base provides opportunity for broader and deeper relationships.
Our auto finance business is more diversified than ever, and our
leading presence in the industry enabled us to shift capital from
incentivized business toward retail auto contracts and post $41
billion in auto originations last year, which will be a significant
contributor toward a consistent earnings stream in the future."

"Looking to 2016, we are well-positioned to thoughtfully pursue
customer expansion opportunities, participate in the ongoing shift
toward digital financial services, maintain a keen focus on risk
management, and deliver an estimated earnings per share growth
target of 15 percent."

He concluded, "Ally's Board and management teams remain squarely
focused on creating and building shareholder value, and we consider
all options through that lens.  We believe in the underlying
strength of our businesses, value in the company and ability to
drive returns for shareholders."

Ally's total equity was $13.4 billion at Dec. 31, 2015, down from
$14.6 billion at the end of the prior quarter as the result of
redeeming the remaining $1.3 billion of Series G preferred
securities in the quarter.  Ally's preliminary fourth quarter 2015
Basel III Common Equity Tier 1 capital ratio was 8.7 percent on a
fully phased-in basis, and Ally's preliminary Tier 1 capital ratio
was 11.1 percent on a fully phased-in basis, both down as a result
of the Series G redemption, but partially offset by net income in
the quarter.

Ally's consolidated cash and cash equivalents increased to $6.4
billion as of Dec. 31, 2015, from $5.2 billion at Sept. 30, 2015,
driven by an increase in deposits.  Included in this quarter's cash
balance are $3.5 billion at Ally Bank and $1.3 billion at the
insurance subsidiary.

Ally continued to execute a diverse funding strategy during the
fourth quarter of 2015.  This strategy included strong growth in
deposits, which represent approximately 47 percent of Ally's
funding portfolio, completion of new term U.S. auto
securitizations, which totaled approximately $1.0 billion for the
quarter, and a new off-balance sheet credit facility for
approximately $500 million.  For the year, the company completed
more than $10.8 billion in new term auto securitizations, auto loan
sales and an off-balance sheet credit facility.  The company also
issued $1.5 billion of unsecured debt during the quarter for a
total of $5.4 billion in the year.

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

                         http://is.gd/VtNL6L

                        About Ally Financial

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

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

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

                           *     *     *

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

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

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


ALPHA NATURAL: Court OKs Key Employee Incentive Plan for 2016
-------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Alpha Natural Resources' motion for an order authorizing payments
under its 2015 annual incentive bonus plan and approving key
employee incentive plan (KEIP) for certain insider employees for
2016.

As previously reported, "The Debtors designed the KEIP to intent
senior management employees to meet and exceed certain operational
goals that will be critical to the success of the Debtors'
restructuring....The KEIP is comprised of two consecutive
three-month performance periods, with the first performance period
starting on Jan. 1, 2016.  Each KEIP Participant is assigned a
target incentive opportunity expressed as a percentage of such KEIP
Participant's base salary.  If target performance goals are
achieved across all performance metrics for a performance period,
then each KEIP Participant will earn a target payout for that
performance period.  The KEIP also provides for lesser payouts if
threshold performance goals are achieved and greater payouts if
maximum performance goals are achieved....The performance goals
under the KEIP relate to the following three performance metrics:
(a) an annualized savings metric (the 'Value Enhancement Plan');
(b) a liquidity metric (the 'Liquidity Metric'); and (c) a safety
and environmental compliance metric (the 'Safety/Environmental
Metric')....The KEIP constitutes each of the KEIP Participants'
sole incentive program for the 2016 calendar year.

Performances under the KEIP will be measured as of the end of each
of the first two calendar quarters of 2016, and any award payments
will be made in up to three instalments....The aggregate cost
(i.e., $7.4 million) of the KEIP if target performance goals are
achieved represents 0.073% of the book value of the Debtors'
assets, which is approximately equal to the median cost of
comparable plans approved in other bankruptcy cases."  The Court
also approved Alpha Natural Resources' motion to seal certain KEIP
program-related exhibits.

                        About Alpha Natural

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

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

Judge Kevin R. Huennekens presides over the cases.

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

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

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


AMBAC FINANCIAL: JPM to Pay $995M to Settle RMBS-Related Claims
---------------------------------------------------------------
Sudarshan Varadhan at Reuters reported that bond insurer Ambac
Financial Group Inc. said JPMorgan Chase & Co. will pay $995
million to settle disputes related to residential mortgage-backed
securities.

The settlement will have a positive impact on Ambac's
fourth-quarter operating results and its claims paying resources,
Chief Executive Nader Tavakoli said in a statement.

The settlement comes two weeks after Reuters reported that three of
Ambac's top 10 shareholders were calling on Tavakoli to step down,
claiming that he was slow to settle $4 billion in insurance claims
and lawsuits against JPMorgan, Countrywide Home Loans Inc and Bank
of America Corp.

Ambac has publicly resisted calls to speed up its payment of
insurance claims, citing concerns that it wouldn't be able to meet
its liabilities that extend out to 2054.

The company has said that any change in the payouts schedule is
solely at the discretion of its regulator, the commissioner of
insurance of State of Wisconsin.

Ambac said the settlement also provides for the withdrawal of its
objection to JPMorgan's $4.5 billion RMBS settlement with RMBS
trustees.

JPMorgan said the agreement would not have a material effect on its
first-quarter earnings.

The settlement underscores how Wall Street is still shaking off the
legacy of the U.S. subprime crisis, during which mortgages were
sold to people who could not afford them and then repackaged for
investors without an adequate explanation of how risky they were.

Ambac sued Bank of America in 2014 to recoup hundreds of millions
of dollars of losses from insuring securities backed at least in
part by risky mortgages from the bank's Countrywide Home Loans
unit.

Goldman Sachs Group Inc said earlier this month that it would pay
regulators over $5 billion to settle claims that it misled mortgage
bond investors during the financial crisis.

                           About Ambac

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.  Ambac Assurance Corp. is Ambac's bond
insurance unit domiciled in Wisconsin.

Ambac reported net income of $282 million on $231 million of total
revenue for the three months ended June 30, 2015, compared with a
net loss of $208 million on $57.3 million of total revenue for the
same period in 2014.

The Company's balance sheet at June 30, 2015, showed $25.5 billion
in total assets, $23.5 billion in total liabilities, and total
stockholders' equity of $2.05 billion.

As a result of uncertainties associated with the oversight by the
Rehabilitator of the Segregated Account, management has concluded
that there is substantial doubt about Ambac's ability to continue
as a going concern.


AMERICAN AXLE: Barrow Hanley Files Schedule 13G with SEC
--------------------------------------------------------
Barrow, Hanley, Mewhinney & Strauss, LLC filed a Schedule 13G with
the Securities and Exchange Commission on Feb. 2, 2016, disclosing
ownership of five percent or less of American Axle & Manufacturing
Holdings, Inc.'s outstanding common stock.  A copy of the
regulatory filing is available for free at http://is.gd/N0LkWw

                        About American Axle

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

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

                           *     *     *

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

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

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


AMERICAN NATURAL ENERGY: Chapter 11 Plan Gives Control to Hillair
-----------------------------------------------------------------
Debtor American Natural Energy Corporation, and its largest secured
creditor, Hillair Capital Investments, L.P., have proposed a
reorganization plan that would give 92.5% of the stock of the
reorganized company to Hillair and the remaining shares to
unsecured creditors.

Based on the Debtor's efforts to market the Debtor's property,
Hillair's willingness to continue to invest in the property and the
value of the potential to develop the oil and gas reserves, the
Debtor asserts that the enterprise value of the Debtor is $4.85
million.  Of that value, the plan proponents assert that the
collateral held by Hillair is worth at least $2,920,000.

The Plan distributes that Enterprise Value to the holders of
Claims. Except Hillair, those parties who hold Priority Claims and
have first call on the unsecured assets of the Debtor; receive Cash
under the Joint Plan.

Hillair, on account of its DIP loan and satisfaction of other cash
obligations necessary to substantially consummate the Joint Plan,
will receive preferred stock. As to the Secured Claim of Hillair
and its Gap Claim, under the Joint Plan, Hillair agrees to take
Common Stock on account of those claims. As a result, although
Hillair asserts a security interest in the entirety of the
Enterprise Value, its treatment under the Joint Plan effectively
recognizes the prepetition Secured Claim as secured at $2,920,000.

The Disclosure Statement provides that:

   * Administrative claims estimated at $25,000 will be paid
     in full in cash.

   * The Priority Claims (Class 1), to the extent they
     represented wages, salaries, and commissions Claims, have
     been paid pursuant to a court order.  The balance of the
     priority claims will be paid in full.

   * Hillair asserts that it holds a secured claim for $4,091,000
     (Class 2).  Confirmation of the Plan will constitute
     approval of a settlement whereby Hillair and the Debtor
     agree that these claims will be reduced to $3.1 million.
     The claims will be satisfied in full by issuance of 92.5% of
     the new common stock of the reorganized Company.

   * Lien claims (Class 3), if any, will be paid in full without
     interest.  The Debtor believes that no lien claims exist.

   * The Debtor estimates that unsecured claims (Class 4) total
     approximately $9,489,992.  Unsecured claimants will receive
     a pro rata interest in the liquidating trust which will hold
     7.5% of the new common stock.  The 7.5% calculation for the
     Class 4 Claims is based on the Enterprise Value of
     $4,850,000.  In addition, to the extent that the Unsecured
     Creditors Committee requests to preserve Causes of Action,
     these will be assigned to the Liquidating Trustee to pursue
     for the Trust's beneficiaries.

   * The Debtor's affiliate, Gothic Natural Resources, Inc.,
     asserts an unsecured claim against the Debtor (Class 5).
     Gothic's claim will be subordinated, and Gothic will receive
     nothing on account of its Claim.

   * The current ownership interests of the stock in the Debtor
     (Class 6) will be extinguished upon confirmation of the
     Joint Plan and will receive nothing on account of these
     interests.

On Nov. 20, 2015, Hillair filed a Complaint (Adversary Case
15-01078), wherein Hillair asked the Bankruptcy Court to determine
the validity, rank and priority of liens and judgments against the
Bayou Couba lease.  Hillair takes the position that it outranks all
of these claimants.  The Debtor and Hillair contend all such
claimants are properly classified in Class 4 and thus General
Unsecured Claims.  The Plan does provide that in the event a final
non-appealable judgment declaring one or more defendants have
Secured Claims outranking Hillair that they will be classified and
treated in Class 3.  

On Jan. 15, 2016, the clerk of court entered 16 preliminary
defaults against certain defendants who failed to file responsive
pleadings during the time allowed by applicable law.  

On Jan. 20, 2016, Hillair filed its motion for default judgment
against these sixteen defendants and the hearing has been scheduled
for Jan. 29, 2016.  It is anticipated that Hillair will be filing a
motion for partial summary judgment against the remaining six
defendants who filed responsive pleadings with a target hearing
date of Feb. 16, 2016.

The Debtor and Hillair submitted a proposed Chapter 11 Plan and
Disclosure Statement on Dec. 30, 2015.  On Jan. 20, 2015, the
parties submitted the First Amended Plan and Disclosure Statement.
A copy of the First Amended Disclosure Statement is available for
free at:

   http://bankrupt.com/misc/Amer_Natural_159_1st_Am_DS.pdf

                       About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.  ANEC is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
ANEC holds mineral interests in approximately 1,320 acres of land
in St. Charles Parish, Louisiana.  ANEC's wholly owned subsidiary,
Gothic Resources Inc., is a corporation organized under the Canada
Business Corporation Act.

American Natural was subject to an involuntary Chapter 11 petition
on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco,
Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies,
Inc., and Hillair Capital Investments, L.P.  ANEC consented to
entry of an Order for Relief on October 2, 2015, and an Order for
Relief was entered by the Court on the same date.

The Petitioners are represented by Philip Kirkpatrick Jones, Jr.,
Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A.
Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton
Rouge, Louisiana.

The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz,
PC as attorneys and (ii) Northpoint Energy Partners, LLC, to
provide Andrew Reckles and James Schroeder as CRO.

The U.S. trustee overseeing the Debtor's case appointed three
creditors to the official committee of unsecured creditors.  The
creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc.,
and Summa Engineering Inc.  The committee is represented by
Lugenbuhl Wheaton Peck Rankin & Hubbard.

                           *     *     *

By final order entered on Oct. 30, 2015, the Court authorized the
Debtor to obtain DIP financing from its existing primary secured
creditor, Hillair, of up to $1,000,000.  Subsequently on December
11, 2015 the Debtor requested and later obtained approval to raise
the maximum to be borrowed under that facility to $1,360,000.

On Dec. 21, 2015, the Court entered an order granting the Debtor's
bar date motion, and set non-government proofs of claim for Feb.
15, 2016, and governmental proofs of claim for March 31, 2016.


AMERICAN NATURAL ENERGY: Committee Balks at Disclosure Statement
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of American Natural Energy Corporation is opposing approval of
the First Amended Joint Disclosure Statement submitted by the
Debtor and its largest secured creditor, Hillair Capital
Investments, L.P.

The Committee said the Debtor's Amended Disclosure Statement should
not be approved because it does not contain adequate information as
required by Section 1125 of the Title 11 of the United States Code.


Specifically, according to the Committee, the Amended Disclosure
Statement contains inadequate information regarding the valuation
of the Debtor's assets and the Debtor's enterprise, inadequate
information regarding the proposed plan process, inadequate
information regarding the post-confirmation control and corporate
governance of the Reorganized Debtor; and inadequate information
regarding other key factors relating to the Debtor's business
operations. Without adequate information regarding these issues,
the Committee said that creditors cannot make an informed decision
about the Debtor's First Amended Joint Chapter 11 Plan of
Reorganization.

The Committee cites, among other things:

   * No calculation is presented to allow a party in interest
     to understand how the Debtor and Hillair Capital
     Investments, Inc. arrived at their arbitrary enterprise
     value of $4.85 million.

   * Inadequate and inconsistent information is provided as to
     the alleged secured claim of Hillair, which will have an
     allowed claim of $3.1 million under the Plan.  While the
     Amended Disclosure Statement was submitted jointly, no
     stipulation or order approving a compromise has been entered
     in this case on the amount of Hillair's allowed secured
     claim.

   * The Debtor should provide further information on the
     potential insider status of certain claimants and the impact
     on ballot tabulation. Palo Alto, a creditor in Class 4, is
     or may be an insider of the Debtor.

   * The Amended Disclosure Statement provides that the duty is
     on the Committee to provide notice of intent to pursue
     potential "Causes of Action."  But the procedure as to the
     identification and pursuit of Causes of Action is deficient
     insofar as the Plan and Amended Disclosure Statement contain
     inconsistent dates as to the deadline by which the Committee
     is to file a notice of intent to pursue such claims.

   * The Amended Disclosure Statement should also provide further
     information on the anticipated sources of payment that will
     be necessary to consummate the Plan.  This information could
     have an impact on feasibility and should be disclosed.

   * The Committee strongly believes that the issuance of 7.5%
     of the Common Stock of the Reorganized Debtor is not
     acceptable, especially in light of Hillair's dubious secured
     status under 11 U.S.C. Sec. 506.  Nevertheless, the
     definition of Common Stock should be clarified so as to
     provide that Class 4 creditors receive an interest in the
     Liquidating Trust that receives 7.5% of the Common Stock.

Counsel for the Official Committee of Unsecured Creditors:

         LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD
         Stewart F. Peck, Esq.
         Christopher T. Caplinger, Esq.
         Joseph P. Briggett, Esq.
         Erin R. Rosenberg, Esq.
         601 Poydras Street, Suite 2775
         New Orleans, LA 70130
         Telephone: (504) 568-1990
         Facsimile: (504) 310-9195
         E-mail: speck@lawla.com
                 ccaplinger@lawla.com
                 jbriggett@lawla.com
                 erosenberg@lawla.com

                       About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.  ANEC is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
ANEC holds mineral interests in approximately 1,320 acres of land
in St. Charles Parish, Louisiana.  ANEC's wholly owned subsidiary,
Gothic Resources Inc., is a corporation organized under the Canada
Business Corporation Act.

American Natural was subject to an involuntary Chapter 11 petition
on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco,
Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies,
Inc., and Hillair Capital Investments, L.P.  ANEC consented to
entry of an Order for Relief on October 2, 2015, and an Order for
Relief was entered by the Court on the same date.

The Petitioners are represented by Philip Kirkpatrick Jones, Jr.,
Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A.
Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton
Rouge, Louisiana.

The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz,
PC as attorneys and (ii) Northpoint Energy Partners, LLC, to
provide Andrew Reckles and James Schroeder as CRO.

The U.S. trustee overseeing the Debtor's case appointed three
creditors to the official committee of unsecured creditors.  The
creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc.,
and Summa Engineering Inc.  The committee is represented by
Lugenbuhl Wheaton Peck Rankin & Hubbard.

                           *     *     *

By final order entered on Oct. 30, 2015, the Court authorized the
Debtor to obtain DIP financing from its existing primary secured
creditor, Hillair, of up to $1,000,000.  Subsequently on December
11, 2015 the Debtor requested and later obtained approval to raise
the maximum to be borrowed under that facility to $1,360,000.

On Dec. 21, 2015, the Court entered an order granting the Debtor's
bar date motion, and set non-government proofs of claim for Feb.
15, 2016, and governmental proofs of claim for March 31, 2016.


AMERICAN NATURAL ENERGY: Must Submit Amended Disclosures by Feb. 15
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
held a hearing on Jan. 29, 2016, to consider approval of the Joint
Amended Disclosure Statement filed by debtor American Natural
Energy Corporation, and Hillair Capital Investments, L.P.

At the hearing, appearances were made by:

   * Jan Hayden and Patrick Willis, counsel for Debtor
   * Michael Crawford, counsel for Hillair Capital Investments
   * Amanda George, counsel for the U.S. Trustee
   * Stewart Peck and Christopher Caplinger, counsel for the
     Committee of Unsecured Creditors

Judge Elizabeth W. Magner has ordered that:

   (1) a Joint Second Amended Disclosure Statement, which
       includes the changes discussed in open court, will be
       filed by the close of business on Feb. 15, 2016.

   (2) Objections will be filed by 12:00 (noon) on Feb. 17, 2016.

   (3) A hearing on the Joint Second Amended Disclosure Statement
       will be held on February 18, 2016 at 10:30 a.m.

   (4) A confirmation hearing is tentatively set for March 15,
       2016 at 10:30 a.m.

   (5) Pursuant to Debtor's oral motion, that the Ex Parte Motion
       for an Order Authorizing the Employment and Retention of
       PLS, Inc. as Sales Agent for Debtor is withdrawn.

                   About American Natural Energy

American Natural Energy Corporation is a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.  ANEC is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
ANEC holds mineral interests in approximately 1,320 acres of land
in St. Charles Parish, Louisiana.  ANEC's wholly owned subsidiary,
Gothic Resources Inc., is a corporation organized under the Canada
Business Corporation Act.

American Natural was subject to an involuntary Chapter 11 petition
on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco,
Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies,
Inc., and Hillair Capital Investments, L.P.  ANEC consented to
entry of an Order for Relief on October 2, 2015, and an Order for
Relief was entered by the Court on the same date.

The Petitioners are represented by Philip Kirkpatrick Jones, Jr.,
Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A.
Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton
Rouge, Louisiana.

The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz,
PC as attorneys and (ii) Northpoint Energy Partners, LLC, to
provide Andrew Reckles and James Schroeder as CRO.

The U.S. trustee overseeing the Debtor's case appointed three
creditors to the official committee of unsecured creditors.  The
creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc.,
and Summa Engineering Inc.  The committee is represented by
Lugenbuhl Wheaton Peck Rankin & Hubbard.

                           *     *     *

By final order entered on Oct. 30, 2015, the Court authorized the
Debtor to obtain DIP financing from its existing primary secured
creditor, Hillair, of up to $1,000,000.  Subsequently on December
11, 2015 the Debtor requested and later obtained approval to raise
the maximum to be borrowed under that facility to $1,360,000.

On Dec. 21, 2015, the Court entered an order granting the Debtor's
bar date motion, and set non-government proofs of claim for Feb.
15, 2016, and governmental proofs of claim for March 31, 2016.


ARCH COAL: Creditors Committee Taps Kramer Levin as Counsel
-----------------------------------------------------------
Emily Field at Bankruptcy Law360 reported that Kramer Levin on Jan.
28, 2016, said that it has been chosen to serve as counsel to the
official committee of unsecured creditors of Arch Coal Inc.

                         About Arch Coal

Founded in 1969, Arch Coal, Inc., is a producer and marketer of
coal in the United States, with operations and coal reserves in
each of the major coal-producing regions of the Country.  As of
January 2016, it was the second-largest holder of coal reserves in
the United States, owning or controlling over five billion tons of
proven and probable reserves.  As of the Petition Date, Arch
employed approximately 4,600 full- and part-time employees.

Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016.  The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debts
of $6.45 billion.  Judge Charles E. Rendlen III has been assigned
the case.

The Debtors have engaged Davis Polk & Wardwell LLP as counsel,
Bryan Cave LLP as local counsel, FTI Consulting, Inc. as
restructuring advisor, PJT Partners as investment banker, and Prime
Clerk LLC as notice, claims and solicitation agent.


ARMSTRONG WORLD: Moody's Affirms 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed Armstrong World Industries,
Inc.'s B1 Corporate Family Rating and B1-PD Probability of Default
Rating, and changed its rating outlook to stable from negative as
the company completes its tax-free spinoff of its flooring business
to shareholders, in order to focus on ceiling and related products.
In related rating actions, Moody's assigned a B1 rating to the
company's senior secured bank credit facility. Proceeds from the
proposed bank credit facility, cash on hand, and a $50 million
dividend from Armstrong Flooring Inc. will be used to replace
Armstrong's existing bank credit facility, at which time the
ratings under this facility will be withdrawn.

Armstrong's proposed bank credit facility will consist of a $200
million senior secured revolving credit facility expiring 2021, a
$600 million senior secured Term Loan A maturing 2021, and a $250
million senior secured Term Loan B maturing 2023. The company's
capital structure also has a $50 million accounts receivable
securitization facility (unrated) and about $35 million of
industrial revenue bonds.

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B1;

Probability of Default Rating affirmed at B1-PD;

Senior Secured Revolving Credit Facility due 2021 assigned B1
(LGD3);

Senior Secured Term Loan A due 2021 assigned B1 (LGD3);

Senior Secured Term Loan B due 2023 assigned B1 (LGD3);

Speculative Grade Liquidity Rating affirmed at SGL-2.

RATINGS RATIONALE

Armstrong's B1 Corporate Family Rating incorporates its mixed
operating performance due to a lack of earnings from overseas
operations. The company has invested about $160 million in
facilities in China and Russia, which are both undergoing
contraction. Moody's anticipates time spent by Armstrong righting
its overseas operations will be substantial and could result in
additional expenditures for cost reduction, idling excess capacity,
or write-downs for past investments that are underperforming.
Non-residential construction, Armstrong's primary end market, has
shown some growth in recent months but it remains sluggish relative
to domestic new housing construction. Armstrong will not be a
substantial beneficiary from the higher expected growth in US new
housing, since the market only represents about 5% of the company's
total sales.

Providing an offset to Armstrong's credit challenges are debt
credit metrics that are solid relative to the B1 Corporate Family
Rating. Following the tax-free spinoff of the flooring business to
shareholders, scheduled for April 1, 2016, Armstrong will generate
lower levels of absolute earnings but will do so with robust
operating margins. Moody's projects modest organic growth in
Armstrong's domestic business, the only driver of earnings at this
time, resulting in EBITA margins nearing 16.5% over the next 12-18
months. Further, Moody's estimates interest coverage (measured as
EBITA-to-interest expense) of about 5.0x and debt leverage nearing
3.25x over the same timeframe (all ratios incorporate Moody's
standard adjustments), incorporating better operating performance
and about $100 million in lower balance sheet debt. The WAVE JV
will remain a critical earnings and cash contributor for Armstrong.
Armstrong's good liquidity profile is supported by the company's
ability to generate positive free cash flow throughout the year as
well as maintain good availability under its revolving credit
facility. Moody's anticipates the company will have ample financial
flexibility to meet its basic cash requirements as well as support
higher levels of working capital and capital expenditure needs as
its business grows.

The change in rating outlook to stable from negative reflects the
certainty now in Armstrong's debt capital structure, and our
expectations that the company will continue to post solid debt
credit metrics relative to the B1 Corporate Family Rating over the
next 12-18 months. Good liquidity gives Armstrong the ability to
contend with its overseas operations and lackluster results.

The B1 rating assigned to the $1.05 billion senior secured bank
credit facility, the same rating as the Corporate Family Rating,
results from it being the preponderance of debt in Armstrong's
capital structure. The revolving credit facility and term loans are
pari passu to each other in a recovery scenario.

Positive rating actions could ensue if Armstrong benefits from an
improved end market and successful progress in its overseas
operations, resulting in operating performance that exceeds Moody's
forecasts. A better liquidity profile or the following credit
metric could support positive actions (ratios include Moody's
standard adjustments):

-- Free cash flow-debt sustained near 7.5% (6.0% for LTM 3Q15)

Negative rating actions could occur if Armstrong's operating
performance falls below our expectations, resulting in the
following credit metrics (ratios include Moody's standard
adjustments) and characteristics:

-- EBITA-to-interest expense sustained near 3.0x

-- Debt-to-EBITDA remaining above 4.5x

-- Deterioration in the company's liquidity profile

Armstrong World Industries, Inc., headquartered in Lancaster, PA,
is a North American manufacturer and distributor of ceiling systems
for use primarily in the construction and renovation of commercial
and institutional buildings. ValueAct Group is the majority
shareholder of Armstrong, owning about 17% of the company's stock.
Revenues for the 12 months through December 30, 2015 totaled
approximately $1.3 billion on a pro forma basis following the
spin-off of its flooring business.



ARMSTRONG WORLD: S&P Affirms 'BB' Rating, Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB' rating
on Lancaster, Pa.-based Armstrong World Industries Inc.  The
outlook is stable.

At the same time, S&P assigned its 'BB+' issue-level ratings to the
company's proposed senior secured debt, including its $200 million
revolving credit facility, $600 million term loan A, and $250
million term loan B.  S&P also assigned its '2' recovery rating to
the facilities, indicating its expectation for substantial (70% to
90%; higher end of the range) recovery in the event of a payment
default.

"Our stable outlook reflects our view that while the separation of
Armstrong's flooring unit will significantly reduce the company's
revenues and limit product diversity, it will significantly improve
the company's profitability at the same time.  We expect that
Armstrong's credit measures will be about 2.1x and 28% in 2016 and
will improve in 2017 as the company is able to improve its cash
flow generation," said Standard & Poor's credit analyst Pablo
Garces.  "The outlook also reflects our view that the U.S.
construction market will grow moderately in 2016 and 2017 but may
encounter headwinds in some of its international markets.  We
expect Armstrong to keep total liquidity, including cash and a new
revolving credit facility availability, in excess of $350
million."

Although S&P expects the construction markets in which Armstrong
operates to show improvement over the next 12 months, S&P views
pockets of vulnerability in some other construction markets in
which the company does business, namely Europe and Asia, which
represent a combined 40% of global sales.  S&P could lower its
rating on Armstrong if the geographic or end markets tied to its
ceilings business experience deterioration to the point that the
company's profitability suffered and brought debt-to-EBITDA
leverage above 4x or FFO to debt below 20%.  Such an occurrence
would lead S&P to view Armstrong's credit measures as more
indicative of an aggressive financial risk profile.

S&P could upgrade Armstrong if debt to EBITDA remained below 3x and
FFO to debt improved to over 30% on a sustained basis, levels
consistent with an intermediate financial risk profile.  Other
credit measures S&P would consider for an upgrade would be EBITDA
interest coverage of more than 6x.  These measures could be
achieved if the company were able to continue to build on its
earning base without incurring additional debt.  Finally, S&P could
upgrade Armstrong if it materially expanded its business and
diversified its product offerings and end market users
significantly, in addition to expanding its revenue base.  Such
events could cause us to view the company's business risk as
satisfactory.



AROWANA INC: Going Concern Doubt amid Need to Raise More Capital
----------------------------------------------------------------
Arowana Inc. will need to raise additional capital and cannot
provide assurance that new financing will be available, raising
substantial doubt about its ability to continue as a going concern,
according to Kevin Tser Fah Chin, executive chairman of the board
and chief executive officer, and Gary San Hui, chief financial
officer, chief investment officer and director of the company in a
regulatory filing with the U.S. Securities and Exchange Commission
on January 19, 2016.  

As of November 30, 2015, the company had working capital of
$51,895, cash of $44,171 in its operating bank accounts and
$84,438,202 in marketable securities held in the trust account to
be used for an initial Business Combination or to convert its
ordinary shares.  As of November 30, 2015, none of the amount on
deposit in the Trust Account was available to be withdrawn.

Messrs. Chin and Hui elaborated: "Until consummation of its initial
Business Combination, the company will be using the funds not held
in the Trust Account, plus the interest earned on the Trust Account
balance (net of income, and other tax obligations) that may be
released to the Company to fund its working capital requirements,
for identifying and evaluating prospective acquisition candidates,
performing business due diligence on prospective target businesses,
traveling to and from the offices, plants or similar locations of
prospective target businesses, reviewing corporate documents and
material agreements of prospective target businesses, selecting the
target business to acquire and structuring, negotiating and
consummating the Business Combination.

"We anticipate that we will need to raise additional capital
through loans or additional investments from its shareholders,
officers, directors, or third parties to allow us to operate until
our liquidation date, November 6, 2015.  None of the shareholders,
officers or directors are under any obligation to advance funds to,
or to invest in, the company.  Accordingly, the company may not be
able to obtain additional financing.  If the company is unable to
raise additional capital, it may be required to take additional
measures to conserve liquidity, which could include, but not
necessarily be limited to, curtailing operations, suspending the
pursuit of its business plan, and reducing overhead expenses.  The
company cannot provide any assurance that new financing will be
available to it on commercially acceptable terms, if at all.  

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

"Until our liquidation date, November 6, 2016, we will be using our
existing funds as well as additional capital for identifying and
evaluating prospective acquisition candidates, performing business
due diligence on prospective target businesses, traveling to and
from the offices, plants or similar locations of prospective target
businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to
acquire and structuring, negotiating and consummating the business
combination.  Through date of liquidation or an initial business
combination, we anticipate that we will incur approximately:

* $125,000 of expenses for the search for target businesses and
   for the legal, accounting and other third-party expenses
   attendant to the due diligence investigations, structuring and
   negotiating of a business combination;

* $25,000 of expenses for the due diligence and investigation of
   a target business by our officers, directors and initial
   shareholders;

* $130,000 of expenses in legal and accounting fees relating to
   our SEC reporting obligations;

* $120,000 for the administrative fee payable to Arowana
   International Ltd. ($10,000 per month until liquidation or an
   initial business combination is consummated); and

* $80,000 for general working capital that will be used for
   miscellaneous expenses, including director and officer
   liability insurance premiums.

"The amounts may vary depending upon the timing and work involved
in assessing any initial business combination and are the best
estimates determined by management."

At November 30, 2015, the company had total assets of $84,535,061
and total shareholders' equity of $5,000,005.

For the three months ended November 30, 2015, the company reported
a net loss of $132,678 as compared with a net loss of $5,673 for
the period from October 1, 2014 (inception) through November 30,
2014.

A full-text copy of the company's quarterly report is available for
free at: http://tinyurl.com/h7ma2ha

North Sydney, Australia-based Arowana Inc. (NASDAQ: ARWAU) is a
blank check company whose objective is to acquire, through a
merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or other similar business
combination, one or more businesses or entities (a Business
Combination).  At November 30, 2015, the company had not yet
commenced any operations.


ATLANTIC CITY: Emergency Manager Defects for Consulting Job
-----------------------------------------------------------
Jeannie O'Sullivan at Bankruptcy Law360 reported that Atlantic
City's emergency manager, a restructuring executive whom New Jersey
Gov. Chris Christie appointed to rescue the resort town's finances
from a brutal downturn in gaming tax revenues, has left his post to
take a position with Ankura Consulting Group, the firm said on Jan.
28, 2016.

The departure of Kevin Lavin comes two days after elected officials
and Christie agreed to stave off a potential bankruptcy through
greater state involvement in the town's finances, and a few weeks
after Lavin issued a dire report predicting the municipality's
deficit.


AXION INT'L: Asks Court to Allow Kronstadt to Credit Bid
--------------------------------------------------------
Axion International, Inc., Axion International Holdings, Inc., and
Axion Recycled Plastics Incorporated ask the U.S. Bankruptcy Court
for the District of Delaware to:

     -- approve revised proposed bidding procedures for the sale
        of substantially all of the Debtors' assets;

     -- determine that Allen Kronstadt can credit bid the full
        amount of his secured claim on his collateral at the
        auction of those assets;

     -- approve the form and manner of the notice regarding the
        Sale and related Sale Hearing and the Cure Notice;

     -- approve the procedures for assumption and assignment
        of certain of the Debtors' prepetition executory
        contracts and leases of nonresidential real property;

     -- set the time, date and place of a later hearing to
        consider the Sale; and

     -- authorize and approve (a) the Sale of the Purchased
        Assets free and clear of any charge, claim, condition,
        equitable interest, lien, and (b) the assumption and
        assignment of certain contracts and leases.

The Debtors first sought approval of bidding procedures in
December.  The Original Bidding Procedures Motion sought Court
authority to sell all or substantially all of their assets to
Kronstadt (or his designee) that contemplated a minimum credit bid
by secured creditor Kronstadt of $3.2 million (together with
other consideration), with the potential for an increase by
Kronstadt of up to a total credit bid of $5.2 million, reflecting
prepetition loans from Kronstadt, as well as the potential for a
credit bid by Plastic Ties of the debtor-in-possession loan
approved by the Court pursuant to an Interim DIP Order.

On December 29, 2015 and January 4, 2016, the Delaware Court heard
evidence on the Debtor's request for approval of the Original
Bidding Procedures and the objections thereto by various parties,
including the Official Committee of Unsecured Creditors.

At the conclusion of the hearings, on January 4, 2016, the Court
did not approve the Original Bidding Procedures Motion.  The Court
noted that there are numerous problems with the Bidding
procedures.

"The primary one is that the debtors are asking for a highly
expedited sales process without hiring or having an experienced
professional in place to run that process, based on the fact that a
prepetition process was run," the Hon. Christopher S. Sontchi
said.

The Court indicated that it would approve bidding procedures that
contemplated credit bidding by secured creditors against the assets
in which they hold security interests.

Subsequent to the January 4, 2016 hearing, the Debtors interviewed
a number of potential investment bankers. On January 18, 2016, the
Board of Directors for the Debtors approved in principle
re-engagement of Gordian Group, LLC.

The Debtors engaged Gordian prior to the bankruptcy filing to
undertake substantial efforts to raise capital for the Debtors and
sell the Debtors as a going concern.
A hearing on the Revised Bidding Procedures is set for February 24,
2016, at 10:00 a.m.  Objections to the Bidding Procedures are due
February 17, 2016 at 4:00 p.m.  The Sale Hearing Date and Sale
Objection deadline are to be determined.

                       Kronstadt's Holdings

Commencing in August, 2012, Kronstadt, along with two other
individuals and/or their affiliates, began to actively invest in
the Debtors through the purchase of 8% secured convertible notes
for which they were also issued warrants.  On September 11, 2012,
Kronstadt was elected to the Debtors' board of directors. Through
December 31, 2014, Kronstadt purchased $5.2 million of the 8%
notes.

In addition to these notes, Kronstadt purchased $666,667 of a
different series of 8% convertible notes, $333,333 of 12%
convertible notes and entered into a 12% $3,000,000 Secured Note of
which approximately $2.4 million has been advanced, which $3M Note
was secured by a pledge of Holdings' equity interest in Axion
Recycling and Axion International.

Kronstadt never converted any of the Secured Notes. On June 9,
2015, Kronstadt resigned from the Debtors' board of directors.

When the Debtors, in anticipation of an up-listing to a national
exchange in April 2015, initiated a tender offer to acquire their
outstanding warrants in exchange for the issuance of shares,
Kronstadt tendered his warrants and obtained 10.9 million shares of
the Debtors' common stock. Kronstadt was also issued approximately
1.6 million shares of common stock as interest on his convertible
notes.

On November 24, 2015, Kronstadt tendered to the Debtors in exchange
for $2.00 the Additional Kronstadt Indebtedness. He also tendered
back to the Debtors in exchange for $2.00 all shares of common
stock, stock options and warrants registered in his individual
name.

As of the February 3, 2016, 224,803 shares of common stock are held
by a tax-exempt foundation established by Kronstadt and trusts
established for the benefit of Kronstadt's direct descendants.
Kronstadt no longer holds shares of the Debtors in his individual
name.

As a result, as of the Petition Date, the total principal sum owed
to Kronstadt by the Debtors pursuant to the Secured Notes
(excluding legal fees, accrued interest and other charges) is
approximately $5.2 million. The Kronstadt Secured Notes are secured
by a first priority perfected security interest in all of the other
assets of the Debtors other than the State of Ohio Collateral,
Community Bank Collateral and the assets of Axion Recycling.

Kronstadt has filed proofs of claims in Axion Holdings' and Axion
International's bankruptcy cases on account of his prepetition
claims against the Debtors.

           Other Secured Creditors and their Collateral

Aside from Kronstadt, the Debtors have three secured creditors:

     (1) Community Bank of Ohio

         Community Bank is secured by a first-priority security
         interest in certain equipment owned by (A) Axion
         International and (B) Axion Recyclin.

     (2) the State of Ohio

         The State of Ohio is secured by a first-priority
         security interest in certain equipment owned by Axion
         Recycling.

     (3) Plastic Ties Financing LLC, and

         Plastic Ties is secured by a first-priority security
         interest in all of the Sale Assets except that Plastic
         Ties (a) holds a second-priority security interest
         in the Community Bank Collateral and the State of Ohio
         Collateral, and (b) is not secured by the Bankruptcy
         Causes of Action.

                         EagleBank Debt

During 2014, the Debtors borrowed $4,000,000 from EagleBank
pursuant to the terms of a promissory note and loan agreement.
Interest accrues on the outstanding principal at a fixed interest
rate of 5% per annum and is payable monthly. All outstanding
principal and accrued but unpaid interest is due on September 18,
2017.

The EagleBank Debt is one-third guaranteed by Kronstadt, but is not
secured by any of the Debtors' assets. The EagleBank Debt has been
paid in full by the Guarantors.

                           About Axion

Axion International, Inc., Axion International Holdings, Inc., and
Axion Recycled Plastics Incorporated manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats.  Using patented technology and
proprietary know-how, they transform post-consumer and
post-industrial recycled plastics, such as high-density
polyethylene and glass-filled polypropylene, into products that are
ideal replacements for similar products made from traditional
materials such as wood, steel or concrete.  Their manufacturing
facilities (both of which are leased) are located in Zanesville,
Ohio and Waco, Texas.

Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on
Dec. 2, 2015.  The petition was signed by Donald W. Fallon as chief
financial officer and treasurer.  The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.

Bayard, P.A. represents and Debtors as counsel.  Epiq Bankruptcy
Solutions, LLC serves as the Debtors' claims and noticing agent.
Judge Christopher S. Sontchi has been assigned the case.

An official committee of unsecured creditors has been appointed in
the case.


AXION INT'L: Community Bank Seeks Adequate Protection Payments
--------------------------------------------------------------
The Community Bank, one of the secured creditors of Axion
International, Inc., and its affiliated debtors, asks the U.S.
Bankruptcy Court to allow it to enforce its rights against
collateral, or, in the alternative, to compel adequate protection
payments.

The Debtors continue to use the assets and equipment that serve as
collateral to the debt owed to Community Bank in their normal
operations. "Ostensibly, given the Debtors' ongoing use of cash
collateral, such operations generate income for the Debtors without
any protection or benefit inuring to Community Bank," the Bank
said.  However, both counsel to the Debtors and counsel to Allen
Kronstadt, an investor of the Debtors, have repeatedly stated that
the Community Bank Collateral is easily replaceable for a fraction
of the amount due under the Debtors' Notes.

The Bank says the Debtors have not made any payments to it since
October 14, 2015. The Debtors are in default of the Notes, and
according to the budget presented with the Debtors' motion for
debtor-in-possession financing, the Debtors have no plans to pay
Community Bank any amounts during these cases. It is also not even
clear that the Debtors are protecting or insuring the Community
Bank Collateral during this case. There is no final Order granting
debtor-in-possession financing, no Court-approved budget providing
adequate protection to Community Bank, no plan of reorganization,
and no sale process planned by the Debtors. The chapter 11 case
appears to be in freefall.

Community Bank says the Debtors' Debt to the Bank now exceeds
$4,471,136.77.  While Community Bank believes that its Collateral
is worth significantly more than the amounts claimed by the
Debtors, Community Bank agrees for purposes of this motion that the
Community Bank Collateral is worth less than the Community Bank
Debt, and has diminished in value since the Notes were entered
into, and since the Petition Date, and is likely worth an amount
less than the amount currently due under the Notes.

Community Bank relates that by the Debtors' Bid Procedures Motion,
an entity controlled by Krondstadt, as stalking horse bidder,
sought to convert Mr. Krondstadt's loans to equity and buy
collateral securing an obligation to the State of Ohio and the
Community Bank Collateral for $500,000 -- significantly less than
the amount owed to Community Bank and significantly less than the
value of the Community Bank collateral alone. The Court conducted
an evidentiary hearing on the Bid Procedures Motion, which covered
two days. Significant evidence was presented by the Debtors and
parties objecting to the Bid Procedures Motion. Following that
hearing, for the reasons set forth on the record, the Court denied
the Bid Procedures Motion.

To be clear, Community Bank said, it never consented, under any
circumstance, to satisfaction of its claims or liens or sale of the
Community Bank Collateral for an amount less than the full amount
of the Community Bank Debt. Prior to the hearing on the Bid
Procedures Motion, in an effort to resolve Community Bank's
objection to the Bid Procedure Motion, the Debtors conceded and
agreed to Community Bank's right to credit bid the full amount of
its claims at an auction for the Community Bank Collateral. At the
hearing to consider the Bid Procedures Motion, the Debtors
presented their proposed stalking horse bid, which claimed the
Community Bank Collateral and the collateral of another secured
creditor could be purchased for $500,000. The Debtors presented
other subjective evidence of valuation of their assets, including
what they characterized as value of the Community Bank Collateral.


The Bank is represented by:

     CROSS & SIMON, LLC
     Christopher P. Simon, Esq.
     Kevin S. Mann, Esq.
     1105 N. Market St., Suite 901
     Wilmington, DE 19801
     Tel: (302) 777-4200
     Fax: (302) 777-4224
     E-mail: csimon@crosslaw.com
             kmann@crosslaw.com

                           About Axion

Axion International, Inc., Axion International Holdings, Inc., and
Axion Recycled Plastics Incorporated manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats.  Using patented technology and
proprietary know-how, they transform post-consumer and
post-industrial recycled plastics, such as high-density
polyethylene and glass-filled polypropylene, into products that are
ideal replacements for similar products made from traditional
materials such as wood, steel or concrete.  Their manufacturing
facilities (both of which are leased) are located in Zanesville,
Ohio and Waco, Texas.

Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec.
2, 2015.  The petition was signed by Donald W. Fallon as chief
financial officer and treasurer.  The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.

Bayard, P.A. represents and Debtors as counsel.  Epiq Bankruptcy
Solutions, LLC serves as the Debtors' claims and noticing agent.
Judge Christopher S. Sontchi has been assigned the case.

An official committee of unsecured creditors has been appointed in
the case.  The Law Offices of Sandra Mayerson and Morris James
LLP's Eric J. Monzo, Esq. represent the Committee.

The Debtors are seeking to sell their assets at an auction in March
2016.  Washington Amigos, Plastic Ties and Allen Kronstadt, a
former director, have offered to acquire certain of the assets.
They are represented by Pillsbury Winthrop Shaw Pittman LLP's
Patrick Potter, Esq.; and Stein Sperling Bennett De Jong Driscoll
PC's Don Sperling, Esq.  Gordian Group, LLC, is assisting the
Debtors with respect to the sale.


AXION INT'L: Proposes March 14 Bid Deadline, March 18 Auction
-------------------------------------------------------------
Axion International, Inc., Axion International Holdings, Inc., and
Axion Recycled Plastics Incorporated, which are seeking to sell
their assets, said Potential Bidders must submit their offer to:

     (i) counsel to the Debtors

         Bayard, P.A.
         222 Delaware Avenue, Suite 900
         Wilmington, DE 19801
         Attn: Scott D. Cousins, Esq.
               Justin R. Alberto, Esq.
         E-mail: scousins@bayardlaw.com
                 jalberto@bayardlaw.com

    (ii) counsel to the Committee

         Law Offices of Sandra Mayerson
         136 E. 64th Street, Suite 11E
         New York, NY 10065
         Attn: Sandra Mayerson, Esq.
         E-mail: sandy@sandymayersonlaw.com

   (iii) counsel to Washington Amigos, Plastic Ties and
         Kronstadt -- the purchasers

         Pillsbury Winthrop Shaw Pittman LLP
         1200 Seventeenth Street, NW
         Washington, DC 20036
         Attn: Patrick Potter, Esq.
         E-mail: patrick.potter@pillsburylaw.com

              - and -

         Stein Sperling Bennett De Jong Driscoll PC
         25 West Middle Lane
         Rockville, MD 20850
         Attn: Don Sperling, Esq.
         E-mail: dsperling@steinsperling.com

    (iv) Gordian Group, LLC
         950 Third Avenue, 17th Floor
         New York, NY 10022
         Attn: Mr. Damian Britt

     (v) counsel to the Office of the United States Trustee
         844 King Street, Suite 2207
         Wilmington, DE 19801
         Attn: Natalie Cox, Esq.

Bids must be submitted not later than March 14, 2016, at 5:00 p.m.
(prevailing Eastern time).

Debtors propose that no later than March 16, 2016 at 4:00 p.m.
(prevailing Eastern time), the Debtors will notify all Qualified
Bidders of (i) the highest or otherwise best Qualified Bid for the
Acquired Assets or any portion(s) thereof and (ii) the time and
place of the Auction.

The Debtors propose that the Auction shall commence at 10:00 a.m.
(prevailing Eastern time) on March 18, 2016 at the offices of
Bayard, P.A.

The Debtors propose that the Sale Hearing be conducted by the
Bankruptcy Court on or before March 24, 2016.

The Debtors and Gordian Group will market, offer for sale and if
there are competing bidders, auction the Debtors' Assets in
accordance with these "Lots":

     1. Lot 1: Lot 1 is comprised of all Sale Assets except (and
        therefore expressly excludes) the Community Bank
        Collateral and the State of Ohio Collateral.

     2. Lot 2: Lot 2 is comprised of the Bankruptcy Causes of
        Action (which by definition and for the sake of clarity
        are included in Lot 1).

     3. Lot 3: Lot 3 is comprised of the General Causes of Action
        (which by definition and for the sake of clarity are
        included in Lot 1).

     4. Lot 4: Lot 4 is comprised of the Community Bank
        Collateral (but excluding the State of Ohio Collateral)
        (which by definition and for the sake of clarity is
        excluded from Lot 1).

     5. Lot 5: Lot 5 is comprised of the State of Ohio Collateral
        (which by definition and for the sake of clarity is
        excluded from Lot 1).

     6. Lot 6: Lot 6 is comprised of the Debtors' "mat" business
        and any associated intellectual property (which by
        definition and for the sake of clarity is included from
        Lot 1).

     7. Lot 7: Lot 7 is comprised of the Debtors' "rail-ties"
        business and any associated intellectual property (which
        by definition and for the sake of clarity is included
        from Lot 1).

     8. Lot 8: Lot 8 is comprised of the common equipment
        associated with the Debtors' "mat" business and "rail-
        ties" business and any associated intellectual property
        (which by definition and for the sake of clarity is
        included from Lot 1).
The Debtors have solicited pre-auction bids from Plastic Ties,
their DIP lender; and Kronstadt.  Plastic Ties and Kronstadt have
made a first offer -- Offer Number 1 -- wherein they will credit
bid their secured claims in connection with a transaction pursuant
to which, after court approval and upon satisfaction or waiver of
any conditions to closing, an entity called Washington Amigos LLC,
would take title to the assets comprising Lot 1.  

For purposes of bidders competing against (and for substantially
the same set of Sale Assets comprising) Offer Number 1, with
respect to Lot 1, Plastic Ties will credit bid the actual and full
amount of the DIP Loan Balance, which is estimated to be in the
range of $2 million as of closing (together with the Plastic
Ties, Kronstadt and/or Washington Amigos' cash bids for Lots 4 and
5.

In advance of the Bid Deadline, Qualified Bidders may contact the
Debtor or Gordian to determine the then outstanding DIP Loan
Balance for purposes of making a competitive bid against Offer
Number 1.  The DIP Loan Balance as of the Auction will be announced
at the commencement of the Auction.

In the event of a competing cash bid for Lot 1, Kronstadt may
credit bid up to the full amount of his secured claim; provided,
however, that Kronstadt has agreed to cap and otherwise limit his
credit bid with respect to Lot 1, such that when combined with the
then-outstanding DIP Loan Balance, Plastic Ties and Kronstadt's bid
for Lot 1 will equal (and be capped at) $7.5 million.

If no entity or person submits a bid for Lot 1 in excess of the
credit bids of Plastic Ties and Kronstadt, and the transaction
contemplated by Offer Number 1 is approved by the Bankruptcy Court,
then Plastic Ties and Kronstadt shall be entitled to allocate as
much or as little of their credit bids to the purchase price as
they deem appropriate in their sole and absolute discretion (and
Washington Amigos may assume as much or as little of Plastic Ties'
and Kronstadt's debts as agreed upon among the three parties in
their sole and absolute discretion), so long as the Debtors and
their bankruptcy estates are no longer liable for any of such
indebtedness.

With respect to Offer Number 1 (and subject to the acquisition by
Washington Amigos of Lot 1):

     (1) Plastic Ties, Kronstadt and/or Washington Amigos will
         start the Revised Bidding for Lot 4 by offering to pay
         (or cause to be paid) the sum of $550,000 in cash
         conditioned on a closing by them on Lot 1.

     (2) Plastic Ties, Kronstadt and/or Washington Amigos will
         start the Revised Bidding for Lot 5 by offering to pay
         (or cause to be paid) the sum of $50,000 in cash
         conditioned on a closing by them on Lot 1.

     (3) Plastic Ties, Kronstadt and/or Washington Amigos will
         pay (or cause to be paid) the cure costs of any
         executory contracts or unexpired leases assumed and
         assigned to Washington Amigos in connection with the
         Sale.

The payments shall be made simultaneous with their closing on
Lot 1.

An alternative offer -- Offer Number 2 -- has been made Plastic
Ties and Kronstadt.  Plastic Ties and Kronstadt will credit bid
their secured claims in connection with a transaction pursuant to
which, after court approval and upon satisfaction or waiver of any
conditions to closing, Washington Amigos would take title to the
Sale Assets comprising Lot 1.

For purposes of bidders competing against (and for substantially
the same set of Sale Assets comprising) Offer Number 2, with
respect to Lot 1 Plastic Ties may credit bid the actual and full
amount of the DIP Loan Balance (estimated to be in the range of $2
million as of closing). In the event of a competing cash bid for
Lot 2, Kronstadt has agreed to cap and otherwise limit his credit
bid with respect to Lot 2 in the amount of [$7.5 million]; and
provided further that Kronstadt has agreed to allocate his credit
bid between Lot 1, Lot 2 and Lot 3 for any increase in bids in
order to allow the Debtors to compare bids.

With respect to Offer Number 2 (and subject to the acquisition by
Washington Amigos of Lot 1):

     (1) Plastic Ties will start its credit bidding on the Sale
         Assets comprising Lot 1, but excluding the assets
         comprising Lots 2 and 3, at $1 million.

     (2) Kronstadt will start his credit bidding on the Sale
         Assets comprising Lot 2 at $50,000.

     (3) Plastic Ties will start its credit bidding on the Sale
         Asset comprising Lot 3 at $50,000.

If no entity or person submits a bid for Lots 1 through 3 in excess
of the credit bids of Plastic Ties and Kronstadt, and the
transaction contemplated by Offer Number 2 is approved by the
Bankruptcy Court, then Plastic Ties and Kronstadt shall be entitled
to allocate as much or as little of their credit bids to the
purchase price as they deem appropriate in their sole and absolute
discretion (and Washington Amigos may assume as much or as little
of Plastic Ties' and Kronstadt's debts as agreed upon among the
three parties in their sole and absolute discretion), so long as
the Debtors and their bankruptcy estates are no longer liable for
any of such indebtedness.

Plastic Ties, Kronstadt and/or Washington Amigos will pay (or cause
to be paid) the sum of $550,000 in cash at closing for Lot 4 (and
subject to the acquisition by Plastic Ties of Lot 1).

Plastic Ties, Kronstadt and/or Washington Amigos will pay (or cause
to be paid) the sum of $50,000 in cash at closing for Lot 5 (and
subject to the acquisition by Plastic Ties of Lot 1).

Plastic Ties, Kronstadt and/or Washington Amigos will pay (or cause
to be paid) the cure costs of any executory contracts or unexpired
leases assumed and assigned to Washington Amigos in connection with
the Sale.

                           About Axion

Axion International, Inc., Axion International Holdings, Inc., and
Axion Recycled Plastics Incorporated manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats.  Using patented technology and
proprietary know-how, they transform post-consumer and
post-industrial recycled plastics, such as high-density
polyethylene and glass-filled polypropylene, into products that are
ideal replacements for similar products made from traditional
materials such as wood, steel or concrete.  Their manufacturing
facilities (both of which are leased) are located in Zanesville,
Ohio and Waco, Texas.

Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on
Dec. 2, 2015.  The petition was signed by Donald W. Fallon as chief
financial officer and treasurer.  The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.

Bayard, P.A. represents and Debtors as counsel.  Epiq Bankruptcy
Solutions, LLC serves as the Debtors' claims and noticing agent.
Judge Christopher S. Sontchi has been assigned the case.

An official committee of unsecured creditors has been appointed in
the case.


AXION INT'L: To Halt Filing of Periodic Reports to SEC
------------------------------------------------------
Axion International Holdings, Inc., said in a Form 8-K filing with
the Securities and Exchange Commission that as a result of its
Chapter 11 proceeding, the Company will no longer file periodic
reports under the Securities Exchange Act of 1934 and its shares
will no longer be eligible for legend removal under Rule 144 for
failure to continue to meet the current reporting requirement under
Rule 144.

In an email dated December 7, 2015, the Financial Industry
Regulatory Authority notified the Company that it would be moved
from OTCQB to OTC Pink Current Information as a result of the
Company's inability to comply with the standards found in Section 2
of the OTCQB Eligibility Standards. The Company's non-compliance
with such standards was a result of its Bankruptcy Filing.

                           About Axion

Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on
Dec. 2, 2015.  The petition was signed by Donald W. Fallon as
chief
financial officer and treasurer.  The Debtors estimated both
assets
and liabilities in the range of $10 million to $50 million.
Bayard, P.A. represents and Debtors as counsel.  Epiq Bankruptcy
Solutions, LLC serves as the Debtors' claims and noticing agent.
Judge Christopher S. Sontchi has been assigned the case.


AXION INT'L: Unsecured Creditors Challenge Kronstadt Lien
---------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Axion International, Inc., Axion International
Holdings, Inc., and Axion Recycled Plastics Incorporated ask the
Delaware Bankruptcy Court for leave, standing and authority to
commence, prosecute, settle and recover certain causes of action on
behalf of the Debtors' estates in order to challenge,
recharacterize and subordinate alleged liens and payments made.

The purpose of the Standing Motion, the Committee explains, is to
challenge certain liens alleged to be held by Allen Kronstadt
and/or his affiliated entities, and to recharacterize certain
payments made by the Debtors to the DIP Lender, Plastic Ties
Financing LLC, as improper payments on a pre-petition debt, as well
as to recharacterize and/or equitably subordinate the claims of
Kronstadt.

The Committee disagrees with the Debtors' claim that Kronstadt has
valid, perfected and enforceable liens against all of the assets of
all three Debtors, subordinate only to the liens of The Community
Bank and the State of Ohio.

The Committee will also attempt to recharacterize a $350,000
payment made by the Debtors from their first borrowing under the
DIP Loan to repay the DIP Lender, Plastic Ties, for pre-petition
monies advanced as an improper payment of a pre-petition debt,
which the Committee seeks to have disgorged to the Debtors.

Under the Order authorizing the Debtors to tap into the Plastic
Ties DIP Facility, the Committee was given until February 1, 2016,
to mount a Lien Challenge.  The Committee seeks to extend that
date.

The Committee recounts that the DIP Loan was negotiated by
Kronstadt and his counsel, and Kronstadt appears to control the DIP
Lender.  They -- together with the initial stalking horse
purchaser, Washington Amigos, LLC -- share the same counsel.  As
part of the sale and bidding procedures, it was proposed that
Kronstadt would credit bid some or all of his putative $5.2 million
lien to buy all of the assets of the three Debtors, leaving the
Debtors with no cash and no assets. The Committee objected on the
ground, inter alia, that Kronstadt could not credit bid for all the
assets, as he did not have a lien on all the assets.

Kronstadt, and the Debtors, have maintained that Kronstadt has a
second lien on the collateral of The Community Bank. This is a
false claim, the Committee said.

The Committee believes it has a strong case to recharacterize some
or all of Kronstadt's debt as equity.  The Committee also contends
Kronstadt has misused his insider position both before and during
this case to influence the Debtors to take actions which have
gravely harmed creditors and provided him with undue advantages.

The Court set February 8, 2016 at 11:00 a.m. as the deadline to
respond to the Committee's Motion; and scheduled the hearing on the
Motion for February 10, 2016 at 12:30 p.m.

Andrew R. Vara, the Acting United States Trustee, Region 3,
appointed these entities to the Committee of Unsecured Creditors in
connection with the case:

     1. Addax Trading LLC
        Attn: Jose de Jesus Cuellar Esparza
        1127 Eldridge Pkwy., Ste. 300 #214
        Houston, TX 77077
        Tel: 281-407-0916
        Fax: 281-407-0916

     2. Coyote Logistics
        Attn: Scotty McAliley
        960 North Point Pkwy., Ste. 150.
        Alpharetta, GA 30005
        Tel: 44-208-123-6685
        Fax: 44-800-066-4854

     3. Sicut Enterprises Ltd.
        Attn: Anil Aggarwal
        Kemp House, 152-160 City Rd.
        London, EUV 2DW, UK
        Tel: 650-367-0854
        Fax: 650-367-0858

Proposed Counsel for the Official Committee of Unsecured
Creditors:

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

               - and -

        Sandra E. Mayerson, Esq.
        LAW OFFICES OF SANDRA MAYERSON
        136 E. 64th Street, Suite 11E
        New York, NY 10065
        Telephone: (917) 446-6884
        Facsimile: (212) 750-1906

                           About Axion

Axion International, Inc., Axion International Holdings, Inc., and
Axion Recycled Plastics Incorporated manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats.  Using patented technology and
proprietary know-how, they transform post-consumer and
post-industrial recycled plastics, such as high-density
polyethylene and glass-filled polypropylene, into products that are
ideal replacements for similar products made from traditional
materials such as wood, steel or concrete.  Their manufacturing
facilities (both of which are leased) are located in Zanesville,
Ohio and Waco, Texas.

Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec.
2, 2015.  The petition was signed by Donald W. Fallon as chief
financial officer and treasurer.  The Debtors estimated both assets
and liabilities in the range of $10 million to $50 million.

Bayard, P.A. represents and Debtors as counsel.  Epiq Bankruptcy
Solutions, LLC serves as the Debtors' claims and noticing agent.
Judge Christopher S. Sontchi has been assigned the case.

An official committee of unsecured creditors has been appointed in
the case.  The Law Offices of Sandra Mayerson represents the
Committee.

The Debtors are seeking to sell their assets at an auction in March
2016.  Washington Amigos, Plastic Ties and Allen Kronstadt, a
former director, have offered to acquire certain of the assets.
They are represented by Pillsbury Winthrop Shaw Pittman LLP's
Patrick Potter, Esq.; and Stein Sperling Bennett De Jong Driscoll
PC's Don Sperling, Esq.  Gordian Group, LLC, is assisting the
Debtors with respect to the sale.


BAYTEX ENERGY: Moody's Cuts CFR to Caa1, Outlook Neg.
-----------------------------------------------------
Moody's Investors Service downgraded Baytex Energy Corp.'s
Corporate Family Rating (CFR) to Caa1 from Ba3, Probability of
Default Rating to Caa1-PD from Ba3-PD and senior unsecured notes
rating to Caa1 from Ba3. The Speculative Grade Liquidity Rating was
lowered to SGL-4 from SGL-3. The rating outlook is negative. This
action resolves the review for downgrade that was initiated on
December 16, 2015.

"The downgrade reflects the material decline in Baytex's cash flow
we expect in 2016 and 2017, which will result in weak cash
flow-based leverage metrics," said Paresh Chari, Moody's Analyst.
"Baytex will also breach financial covenants in 2016 and will need
to get relief from its banks."

Downgrades:

Issuer: Baytex Energy Corp.

-- Probability of Default Rating, Downgraded to Caa1-PD from Ba3-
    PD

-- Corporate Family Rating, Downgraded to Caa1 from Ba3

-- Senior Unsecured Shelf, Downgraded to (P)Caa1 from (P)Ba3

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa1(LGD4) from Ba3(LGD4)

Ratings Lowered:

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

Outlook Actions:

Issuer: Baytex Energy Corp.

-- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Baytex's Caa1 Corporate Family Rating (CFR) reflects expected high
leverage in 2017 (debt to EBITDA of 9x; retained cash flow/debt of
5%) weak liquidity (SGL-4) and a weak leveraged full-cycle ratio
(LFCR near zero). As well, Moody's expects production and reserves
to decline in 2016 and 2017, with total production falling 10% year
over year, mostly coming from Canadian heavy oil. The rating is
supported by the company's sizeable production and reserves base,
evident with expected EBITDA of about C$200 million in 2017.

The SGL-4 Speculative Grade Liquidity Rating reflects Baytex's weak
liquidity through 2016. As of September 30, 2015 and pro forma the
revolver reduction in December 2015, Baytex had negligible cash and
roughly C$850 million available under C$1.1 billion of credit
facility due in June 2019, which is unsecured and not subject to
borrowing base redeterminations. Moody's expects Baytex to fund
2016 negative free cash flow of about C$50 million through the
revolver. Baytex has no material debt maturities until 2021.
Moody's expects Baytex to breach the total debt and senior debt to
EBITDA covenants in the second half of 2016 (Total Debt to EBITDA
less than 5.25x, Senior Debt to EBITDA less than 5.25x, Senior Debt
to Capitalization less than 65%, Fixed Charge coverage greater than
2.5x) and it will need to renegotiate with its lenders in 2016 to
get relief. Baytex may also gain liquidity from asset dispositions
without necessarily using the proceeds towards debt repayment due
to its fully unsecured capital structure.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated Caa1, at the CFR, as all the
debt in the capital structure is unsecured. If the revolving credit
facility becomes secured, the notes would likely be notched lower
than the CFR.

The negative outlook reflects Moody's view that Baytex's liquidity
could worsen as it funds negative free cash flow with revolver
drawings, and while Moody's expects the company to negotiate
covenant relief with its bankers, revolver availability may be
reduced.

The rating could be upgraded to B3 if retained cash flow to debt is
likely to trend towards 10%, EBITDA to interest is above 2x and
liquidity is adequate.

The rating could be downgraded to Caa2 if EBITDA to interest falls
below 1.5x or if liquidity worsens.

Baytex Energy Corp. is a Calgary, Alberta-based independent
exploration and production company that has average daily
production of approximately 65,000 boe/d net of royalties (barrel
of oil equivalent).



BELLATRIX EXPLORATION: Moody's Cuts Corp. Family Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded Bellatrix Exploration Ltd.'s
Corporate Family Rating (CFR) to Caa1 from B1, Probability of
Default Rating to Caa1-PD from B1-PD and senior unsecured notes
rating to Caa2 from B3. The Speculative Grade Liquidity Rating was
lowered to SGL-4 from SGL-2. The rating outlook is negative. This
action resolves the review for downgrade that was initiated on
January 21, 2016.

"The downgrade reflects the material decline in Bellatrix's cash
flow expected in 2016 and 2017, which will result in weak leverage
metrics," said Paresh Chari, Moody's Analyst. "Bellatrix will also
be tight on its sole financial covenant, in 2016 limiting its
ability to draw under the revolver."

Downgrades:

Issuer: Bellatrix Exploration Ltd.

-- Probability of Default Rating, Downgraded to Caa1-PD from B1-
    PD
-- Corporate Family Rating, Downgraded to Caa1 from B1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa2(LGD5) from B3(LGD5)

Ratings Lowered:

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

Outlook Actions:

Issuer: Bellatrix Exploration Ltd.

-- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Bellatrix's Caa1 Corporate Family Rating (CFR) reflects weak
liquidity in 2016 (SGL-4), high expected leverage (debt to EBITDA
around 6.5x, retained cash flow to debt 10%) in 2016 and 2017,
EBITDA/interest coverage of 2x, concentration in the Deep Basin
play in western Alberta and a weak leveraged full-cycle ratio (LFCR
approaching 0x). While the company produces almost 35,000 boe/d it
will produce modestly negative free cash flow over the next few
years.

The SGL-4 Speculative Grade Liquidity Rating reflects weak
liquidity through 2016. At September 30, 2015 and pro forma for the
December 2015 borrowing base reduction, Bellatrix had no cash and
C$193 million available under its C$540 million borrowing base
revolver maturing May 2017. Moody's expects modest negative free
cash flow through 2016. Bellatrix will likely remain in compliance
with its sole financial covenant (Senior Debt to EBITDA less than
3.5x) through this period, although it is less certain. Bellatrix
has the flexibility to raise funds by selling its midstream
assets.

In accordance with Moody's Loss Given Default (LGD) Methodology,
Bellatrix's US$250 million unsecured notes are rated Caa2, one
notch below the Caa1 CFR, reflecting the priority ranking of the
senior secured credit facilities relative to the unsecured notes.

The negative outlook reflects Moody's view that Bellatrix's
liquidity will remain weak in 2016.

The rating could be upgraded to B3 if retained cash flow to debt is
likely to trend towards 10%, EBITDA to interest is above 2x, and if
adequate liquidity is likely.

The rating could be downgraded to Caa2 if EBITDA to interest falls
below 1.5x or if liquidity worsens.

Bellatrix Exploration Ltd. is a Calgary, Alberta-based independent
exploration and production (E&P) company with operations in the
Deep Basin play in west central Alberta producing about 35,000
boe/d net of royalties (barrel of oil equivalent).



BERNARD L. MADOFF: Court Says HSBC Off Hook in Asset Freeze Bout
----------------------------------------------------------------
Y. Peter Kang at Bankruptcy Law360 reported that a New York appeals
court on Jan. 28, 2016, tossed a suit filed by investors in Bernie
Madoff's doomed Ponzi scheme who claimed HSBC had no right to
freeze their assets, finding that the account agreements signed by
the investors explicitly authorized the bank to do so.

A five-judge panel with the New York Supreme Court's Appellate
Division upheld a lower court's dismissal of a breach of fiduciary
duty claim in the suit filed by ANR Investment Co. Ltd. and others
against HSBC Private Bank.

                     About Bernard L. Madoff

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

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

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

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

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


BLACK ELK ENERGY: Files Decommissioning Plan
--------------------------------------------
Black Elk Energy Offshore Operations, LLC, filed with the U.S.
Bankruptcy Court for the Southern District of Texas a copy of its
Decommissioning Plan that was prepared by Blackhill Partners, LLC,
and Baker Hostetler LLP.

The Debtor's professionals have spent considerable time and
resources analyzing Black Elk's decommissioning obligations, and
the summary conclusions are as follows:

   -- Black Elk does not have sufficient collateral or other
      funds to cover the entirety of its Plugging and Abandonment
      obligations.

   -- Black Elk has not received a bid that covers all P&A
      obligations.

   -- Black Elk does not have funds or cash to start P&A, and
      will be reliant on other financing.

   -- Many of the bids submitted had conditions requiring that
      the contractor receive a full package of work (not just
      selected low cost bids).  Accordingly, Black Elk does not
      have any way to mix and match bids to solve for the
      absolute lowest cost for each property.

   -- All parties in the case will have to work cooperatively
      and make certain concessions in order to limit exposure.

   -- There are certain properties with such large underfunded
      liability that, if decommissioned, would be prohibitive to
      the entire P&A plan; any P&A plan must not only resolve as
      much P&A as feasible but must also generate value to the
      estate to viable.
Notwithstanding those factors, the Debtor's P&A plan would provide
a substantial reduction in P&A liability exposure for all parties
(and in turn administrative claims to the estate) and still provide
for a return of certain excess collateral to the estate.

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

      http://bankrupt.com/misc/Black_Elk_554_Decommiss_Plan.pdf

The Debtor's attorneys:

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

                - and -

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

                          About Black Elk

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

Black Elk had total assets of $339.7 million and total debt of
$432.3 million as of Sept. 30, 2014.

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

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

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


C & A INVESTMENTS: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: C & A Investments II, Inc.
        P.O. Box 1246
        Jena, LA 71342

Case No.: 16-80111

Chapter 11 Petition Date: February 3, 2016

Court: United States Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Hon. John W. Kolwe

Debtor's Counsel: Bradley L. Drell, Esq.
                  GOLD, WEEMS, BRUSER, SUES & RUNDELL
                  POB 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471
                  Email: bdrell@goldweems.com

Total Assets: $1.59 million

Total Liabilities: $1.73 million

The petition was signed by Jessica McDougald, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/lawb16-80111.pdf


CALIFORNIA HISPANIC: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: California Hispanic Commission on Drug and Alcohol Abuse
            aka CHCADA
        1419 21st St
        Sacramento, CA 92511

Case No.: 16-10424

Chapter 11 Petition Date: February 2, 2016

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Michael R Totaro, Esq.
                  TOTARO & SHANAHAN
                  POB 789
                  Pacific Palisades, CA 90272
                  Tel: 310-573-0276
                  Fax: 310-496-1260
                  Email: Ocbkatty@aol.com

Total Assets: $5.80 million

Total Liabilities: $3.61 million

The petition was signed by James Hernandez, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-10424.pdf


CANTOR COMMERCIAL 2016-C3: Fitch Rates Cl. E Certificate BB+
------------------------------------------------------------
Fitch Ratings has assigned these ratings and Rating Outlooks to
Cantor Commercial Real Estate CFCRE 2016-C3 Mortgage Trust
commercial mortgage pass-through certificates:

  -- $29,088,000 class A-1 'AAAsf'; Outlook Stable;
  -- $40,514,000 class A-SB 'AAAsf'; Outlook Stable;
  -- $200,000,000 class A-2 'AAAsf'; Outlook Stable;
  -- $222,884,000 class A-3 'AAAsf'; Outlook Stable;
  -- $528,543,000b class X-A 'AAAsf'; Outlook Stable;
  -- $36,057,000 class A-M 'AAAsf'; Outlook Stable;
  -- $37,815,000 class B 'AA-sf'; Outlook Stable;
  -- $37,815,000b class X-B 'AA-sf'; Outlook Stable;
  -- $37,816,000 class C 'A-sf'; Outlook Stable;
  -- $37,816,000b class X-C 'A-sf'; Outlook Stable;
  -- $41,334,000a class D 'BBB-sf'; Outlook Stable;
  -- $41,334,000ab class X-D 'BBB-sf'; Outlook Stable;
  -- $10,553,000a class E 'BB+sf'; Outlook Stable;
  -- $10,553,000ab class X-E 'BB+sf'; Outlook Stable;
  -- $8,795,000a class F 'BB-sf'; Outlook Stable;
  -- $8,795,000ab class X-F 'BB-sf'; Outlook Stable;
  -- $7,915,000a class G 'B-sf'; Outlook Stable;
  -- $7,915,000ab class X-G 'B-sf'; Outlook Stable.

(a) Privately placed and pursuant to Rule 144A.
(b) Notional amount and interest-only.

Fitch does not rate the $30,780,602 class H certificates or the
$30,780,602 class X-H certificates.

The certificates represent the beneficial ownership interest in the
trust, primary assets of which are 38 loans secured by 67
commercial properties having an aggregate principal balance of
approximately $703.6 million as of the cut-off date.  The loans
were contributed to the trust by Cantor Commercial Real Estate
Lending, L.P., Societe Generale, and Liberty Island Group I LLC.

Fitch reviewed a comprehensive sample of the transaction's
collateral, including site inspections on 85.4% of the properties
by balance, cash flow analysis of 85.8%, and asset summary reviews
on 85.8% of the pool.

                       KEY RATING DRIVERS

High Fitch Leverage: The pool has higher leverage statistics than
other recent Fitch-rated fixed-rate multiborrower transactions. The
pool's Fitch debt service coverage ratio (DSCR) of 1.12x is lower
than the 2015 and 2014 averages of 1.18x and 1.19x, respectively.
The pool's Fitch loan-to-value (LTV) of 109.5% is higher than the
2015 and 2014 averages of 109.3% and 106.2%, respectively.

Below-Average Amortization: Twelve loans (36.1% of the pool) are
full-term interest-only, and nine loans representing 23.9% of the
pool are partial interest only.  The pool is scheduled to amortize
by 10.5% over the term of the loans, lower than the 2014 and 2015
averages of 12.0% and 11.7%, respectively.

Low Hospitality Exposure: Only three loans that make up 5.1% of the
total pool are collateralized by hotel assets, which is much lower
than the average hotel exposure of 17.0% in 2015.  The pool is
concentrated in retail with 34.3% exposure compared to the 2015
average of 27.0% retail exposure.

                       RATING SENSITIVITIES

For this transaction, Fitch's net cash flow (NCF) was 6.6% below
the most recent net operating income (NOI; for properties for which
a recent NOI was provided, excluding properties that were
stabilizing during this period).  Unanticipated further declines in
property-level NCF could result in higher defaults and loss
severities on defaulted loans, and could result in potential rating
actions on the certificates.

Fitch evaluated the sensitivity of the ratings assigned to CFCRE
2016-C3 certificates and found that the transaction displays
average sensitivity to further declines in NCF.  In a scenario in
which NCF declined a further 20% from Fitch's NCF, a downgrade of
the junior 'AAAsf' certificates to 'A-sf' could result.  In a more
severe scenario, in which NCF declined a further 30% from Fitch's
NCF, a downgrade of the senior 'AAAsf' certificates to 'BBBsf'
could result.  The presale report includes a detailed explanation
of additional stresses and sensitivities on pages 11 - 12

                       DUE DILIGENCE USAGE

Fitch was provided with due diligence information from KPMG.  The
due diligence focused on a comparison and re-computation of certain
characteristics with respect to each of the 38 mortgage loans.
Fitch considered this information in its analysis and the findings
did not have an impact on its analysis.



CD COMMERCIAL 2007-CD4: Fitch Lowers Rating on 10 Certs to 'Dsf'
----------------------------------------------------------------
Fitch Ratings has downgraded 10, upgraded two, and affirmed nine
classes of CD Commercial Mortgage Trust commercial mortgage
pass-through certificates series (2007-CD4).

KEY RATING DRIVERS

The upgrades are the result of increased credit enhancement due to
additional defeasance and paydown since Fitch's last rating action.
The downgrades reflect the realized losses incurred on loans
recently liquidated.

Fitch modeled losses of 4% of the remaining pool; expected losses
on the original pool balance total 4.3%, including $155.5 million
(2.3% of the original pool balance) in realized losses to date.
Fitch has designated 26 loans (6.8%) as Fitch Loans of Concern,
which includes five specially serviced assets (1.4%).

As of the January 2016 distribution date, the pool's aggregate
principal balance has been reduced by 52.1% to $3.18 billion from
$6.64 billion at issuance.  Per the servicer reporting, 36 loans
(28.8% of the pool) are defeased.  Interest shortfalls are
currently affecting classes J through S.

The largest contributor to expected losses is the
specially-serviced Lake Center V loan (0.5% of the pool), which is
secured by an 88,785 square foot (sf) office property located in
Marlton, NJ.  The largest tenants include Virtua Health Inc. (65%),
expiration May 31, 2015; and Paychex North America, Inc. (24%),
March 31, 2017.  The loan was transferred to special servicing in
February 2015 due to imminent default.  Virtua Health, Inc., whose
lease expired in May 2015, is expected to vacate after a period of
holdover.  Once Virtua vacates, the property's occupancy will
decrease to 26%.  The special servicer was unable to confirm at
this time if Virtua has vacated and has contacted the borrower for
an update.  As of December 2015, the property was 92% occupied with
average rent $39 per sf.  Per REIS as of third quarter (3Q15), the
Burlington office submarket vacancy is 18.3% with asking rent
$21.50 per sf.

The next largest contributor to expected losses is the 2500
Building loan (0.4%), a 97,476 sf office building that was built in
1982 and is located in Doral, FL.  The largest tenants are Student
Aid Center (20%), expiration Oct. 31, 2019; and Recovera, Inc.
(6%), Oct. 31, 2019.  The property has suffered fluctuations in
occupancy since 2007; the largest tenant downsized their space 7%
from 27,623 sf to 19,334 sf.  Per the Sept. 30, 2015 rent roll, the
property is 69% occupied with average rent $17.57 per sf.  Two new
leases totaling 2% were signed in 4Q15, which brings occupancy to
70%.  Per REIS as of 3Q15, the Miami metro office vacancy is 15.2%
with average asking rent $32.25 per sf.  The most recently reported
debt service coverage ratio as of Sept. 30, 2015, was 0.20x, up
from the prior year's 0.01x.

The third largest contributor to expected losses is the The Shoppes
at South Bay (Walmart) loan (1.1%), which is secured by a 196,912
sf retail center located in Los Angeles, CA.  The largest tenants
are Wal-Mart (75%), expiration June 14, 2025; Dollar Tree (5%),
March 31, 2018; and Lumber Liquidators (3%), Feb. 29, 2020. The
decline in performance is due to low occupancy and declining rental
rates.  Additionally, there are three tenants whose leases expired
who are currently paying month-to-month rent and negotiations
continue for lease renewals/extensions.  As of the Sept. 30, 2015,
rent roll, the property's occupancy has declined to 77% from 95%
with average rent $15.54 per sf.  Per REIS as of 3Q15, the South
Bay/Torrance retail submarket vacancy is 4.2% with average asking
rent of $31 per sf.

                       RATING SENSITIVITIES

Rating Outlooks on classes A-4, A-1A, A-MFX, A-MFL, WFC-1, WFC-2,
WFC-3, and WFC-X remain Stable due to increasing credit enhancement
and continued paydown.  Further upgrades to classes A-MX and A_MFL
are not likely due to increasing concentration and adverse
selection; conversely, downgrades to these classes are not likely
due to the large balance of the already distressed class A-J, which
is sufficient to absorb future losses.

                       DUE DILIGENCE USAGE

No third-party due diligence was provided or reviewed in relation
to this rating action.

Fitch upgraded these ratings:

  -- $595 million class A-MFX to 'Asf' from 'BBsf'; Outlook
     Stable;
  -- $65 million class A-MFL to 'Asf' from 'BBsf'; Outlook Stable.

Fitch downgraded these ratings:

  -- $544.5 million class A-J to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class B to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class C to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class D to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class E to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class F to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class G to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class H to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class J to 'Dsf' from 'Csf'; RE 0%;
  -- $0 class K to 'Dsf' from 'Csf'; RE 0%.

Fitch affirmed these ratings:

  -- $1.3 billion class A-4 at 'AAAsf'; Outlook Stable;
  -- $591.1 million class A-1A at 'AAAsf'; Outlook Stable;
  -- $0 class L at 'Dsf'; RE 0%;
  -- $0 class M at 'Dsf'; RE 0%;
  -- $0 class N at 'Dsf'; RE 0%;
  -- Interest-only class WFC-X at 'BBB+sf'; Outlook Stable;
  -- $7.7 million class WFC-1 at 'BBB+sf'; Outlook Stable;
  -- $8.7 million class WFC-2 at 'BBBsf'; Outlook Stable;
  -- $24.1 million class WFC-3 at 'BBB-sf'; Outlook Stable.

Classes A-1, A-2A, A-2B, and A-3 are paid in full.  Fitch does not
rate the class O, P, Q and S certificates.  Fitch previously
withdrew the ratings on the interest-only class XP, XC and XW
certificates.



CENTRIC HEALTH: S&P Affirms 'B-' CCR, Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Centric
Health Corp., including the 'B-' corporate credit rating, and
removed them from CreditWatch, where they were placed with negative
implications on Nov. 11, 2015.  The outlook is stable.

"Our rating on Centric Health reflects our assessments of a weak
business risk profile and highly leveraged financial risk profile,"
said Standard & Poor's credit analyst Arthur Wong.  The company
recently closed the sale of its physiotherapy, rehabilitation, and
medical assessments segment for net proceeds of about C$232
million.  The divested businesses accounted for more than half of
Centric's 2015 revenue and EBITDA base.  The remaining company is
now primarily focused on specialty pharma distribution--a segment
that Centric bolstered last year with the acquisition of
Pharmacare.  Though Centric has seen slight margin improvement
through 2015, the divestiture of such a large segment has a
negative impact on the diversity and scale of its services and
raises questions about the company's future health.

The stable outlook on Centric Health Corp. reflects Standard &
Poor's Ratings Services' expectation that the company will utilize
its proceeds from the divestiture of its physiotherapy,
rehabilitation, and assessments businesses to significantly
de-lever.  While Centric will still remain highly leveraged, the
improved leverage and liquidity lessens pressure on the company's
operations.  S&P believes that the company's remaining specialty
pharmacy and surgical center businesses will generate solid organic
sales growth and be cash flow generative.

S&P could revise the outlook to negative if the company experiences
operational difficulties in its specialty pharmacy and surgical
center businesses, resulting in a drop in EBITDA and a return to
leverage levels that may be deem unsustainable.  S&P may also
revise its outlook to negative if there is a significant drop in
margins and free cash flow generation that lead to increased
liquidity issues.

S&P does not believe an upgrade is likely within the next year
given Centric's limited track record of significant positive free
cash flow generation and that despite the prospective de-levering,
will remain highly leveraged.  A longer track record of consistent,
positive free cash flows; steadily improving credit measures, with
leverage in the under 5x and FFO to debt in the low teens range,
along with expectations of continued organic growth in its
remaining businesses would be prerequisites for an upgrade.



CIRCUIT CITY: Settles with Technicolor and Others in CRT MDL
------------------------------------------------------------
Kelly Knaub at Bankruptcy Law360 reported that the bankruptcy
trustee of Circuit City Stores Inc. has agreed to settle its claims
accusing Technicolor, TDA and LG of fixing the price of cathode ray
tubes in long-running multidistrict litigation in California,
telling a Virginia bankruptcy court on Jan. 26, 2016, that the
agreements will allow it to avoid lengthy and expensive
litigation.

In a motion filed with the bankruptcy court for Virginia's Eastern
District, liquidation trustee Alfred H. Siegel said Circuit City
had reached settlement agreements with Technicolor SA, formerly
known as Thomson SA.

                       About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty    
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.  The Debtors disclosed total assets of
$3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CLIFFS NATURAL: Depository Shares Delisted From NYSE
----------------------------------------------------
The New York Stock Exchange LLC filed a Form 25 with the Securities
and Exchange Commission to remove from listing Cliffs Natural
Resources Inc.'s depositary shares, each representing a 1/40th
ownership interest in a share of 7.00% Series A Mandatory
Convertible Preferred Stock, Class A.

                    About Cliffs Natural Resources

Cliffs Natural Resources Inc. --
http://www.cliffsnaturalresources.com/-- is a mining and natural
resources company.  The Company is a major supplier of iron ore
pellets to the U.S. steel industry from its mines and pellet plants
located in Michigan and Minnesota.  Cliffs also produces
low-volatile metallurgical coal in the U.S. from its mines located
in West Virginia and Alabama.  Additionally, Cliffs operates an
iron ore mining complex in Western Australia and owns two
non-operating iron ore mines in Eastern Canada.  Driven by the core
values of social, environmental and capital stewardship, Cliffs'
employees endeavor to provide all stakeholders operating and
financial transparency.

On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of
its affiliates, including Cliffs Quebec Iron Mining ULC commenced
restructuring proceedings in Montreal, Quebec, under the Companies'
Creditors Arrangement Act (Canada).  The initial CCAA order will
address the Bloom Lake Group's immediate liquidity issues and
permit the Bloom Lake Group to preserve and protect its assets for
the benefit of all stakeholders while restructuring and sale
options are explored.

The Company reported a net loss of $8.31 billion in 2014 following
net income of $362 million in 2013.

As of Dec. 31, 2015, the Company had $2.13 billion in total assets,
$3.94 billion in total liabilities and a total deficit of $1.81
billion.

                          *    *     *

As reported by the TCR on Feb. 1, 2016, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on
Cleveland-based iron ore producer Cliffs Natural Resources Inc. to
'CC' from 'B'.  The rating action reflects Cliffs' Jan. 27, 2016,
announcement of a private debt exchange offer for its second-lien
and senior unsecured debt.

The TCR reported on Jan. 8, 2016, that Moody's Investors Service
downgrade Cliffs Natural Resources Inc. Corporate Family Rating and
Probability of Default Rating to Caa1 and Caa1-PD from B1 and B1-PD
respectively.  The downgrade reflects the deterioration in the
company's debt protection metrics and increase in leverage as a
result of continued downward movement in iron ore prices and weak
fundamentals in the US steel industry, which are resulting in lower
shipment levels.


CLIFFS NATURAL: Moody's Cuts Corporate Family Rating to 'Ca'
------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
(CFR) of Cliffs Natural Resources Inc's to Ca from Caa1 and the
probability of default rating (PDR) to Ca-PD from Caa1-PD. At the
same time, Moody's downgraded the senior secured 1st lien notes to
Caa1 from B1, the senior secured 2nd lien notes to Caa3 from B3 and
the senior unsecured notes to C from Caa2. The rating for senior
unsecured debt issuances under the company's shelf registration was
downgraded to (P) C from (P)Caa2. The speculative grade liquidity
rating was affirmed at SGL-3. The outlook is negative.

Downgrades:

-- Probability of Default Rating, Downgraded to Ca-PD from Caa1-
    PD

-- Corporate Family Rating, Downgraded to Ca from Caa1

-- Multiple Seniority Shelf, Downgraded to (P)C from (P)Caa2

-- Senior Secured Second Lien Regular Bond/Debenture, Downgraded
    to Caa3 from B3

-- Senior Secured First Lien Regular Bond/Debenture, Downgraded
    to Caa1 from B1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to C from
    Caa2

Outlook Actions:

-- Outlook, Remains Negative

Affirmations:

--  Speculative Grade Liquidity Rating, Affirmed SGL-3

RATINGS RATIONALE

The downgrade incorporates expectations for continued weakening in
debt protection metrics and high leverage. We estimate leverage, as
measured by the debt/EBITDA ratio of approximately 12x at year-end
2015. The downgrade also acknowledges the company's announcement of
an offer to exchange up to $710 million of new 1.5 lien senior
secured notes due 2020 for existing senior and second lien notes at
a significant discount to par. Moody's views this as a distressed
exchange and at closing of the exchange will append an LD
designation to Cliffs' PDR, reflecting the view that the debt
repurchases qualify as a limited default under Moody's definition
of default, which captures events whereby issuers fail to meet debt
service obligations outlined in their original debt agreements.

The company's performance deteriorated over the course of 2015 due
to weakness in the iron ore markets and the US steel industry,
notwithstanding the contract nature of the US iron ore business.
Moody's does not expect material improvement in 2016.

The negative outlook incorporates the challenges that continue to
face the company in light of weaker iron ore prices and steel
industry conditions. The outlook also reflects the need to
renegotiate material offtake contracts expiring in December 2016
and January 2017.

The Speculative Grade Liquidity rating of SGL-3 continues to
reflect Moody's expectation for adequate liquidity despite
increased cash consumption on lower earnings and cash flow
generation, as well as higher seasonal working capital requirements
in the first several months of 2016.

Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America with approximately 25.5 million equity
tons of annual capacity. In addition, the company participates in
the international seaborne iron ore markets through its subsidiary
in Australia. Cliffs' operations at Bloom Lake are being
restructured under the Canadian Companies' Creditors Arrangement
Act CCAA) and in May 2015, its Wabush iron ore operations in
Canada, which had been permanently closed, were included in the
CCAA filing. For the twelve months ended September 30, 2015, the
company had revenues of $2.4 billion (which includes revenues in
the fourth quarter of 2014 from the Canadian and Coal segments,
subsequently classified as discontinued operations). In December
2015, Cliffs' remaining coal operations - the Pinnacle Mine and the
Oak Grove Mine were sold to Seneca Coal Resources, LLC. The
transaction was valued at roughly $268 million based upon the
assumption of all liabilities by Seneca Coal. Cliffs' revenues for
the fiscal year ended December 31, 2015 were approximately $2
billion.



COLT DEFENSE: Terminates Registration of Securities With SEC
------------------------------------------------------------
Colt Defense LLC and Colt Finance Corp. have filed a Form 15
"CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934" with respect to their 8.75% Senior
Notes due 2017.

Colt Defense's Modified Second Amended Joint Plan of Reorganization
was declared effective, and the Company emerged from Chapter 11
protection in January.

The Plan was confirmed on Dec. 16, 2015, and the Court approved
modifications to the confirmed Plan on Jan. 12, 2016.  

According to a BankruptcyData report, the confirmation order
states, "If the Sciens Group does not fund  $15 million in the
aggregate on Feb. 8, 2016, in accordance with the Commitment Term
Sheet and Sections 5.4 (a) of the Plan, each holder of an allowed
claim in class 4-A (Senior notes claims of participating holders),
and Class 6 (General Unsecured claims), other than the Plan Support
Parties, will not be deemed to have granted releases in favor of
the Sciens Group in accordance with section 10.4 (b) of the Plan
regardless of whether such Holder failed to opt-out of the releases
granted therein on its ballot to vote on the Plan.  If the Sciens
Group funds $15 million in the aggregate by such date and time,
each holder of an allowed claim in Class 4-A, Class 4-B, and Class
6 who did not opt-out of granting releases in accordance with the
Plan shall be deemed to grant releases in favor of the Sciens
Group, among others, in accordance with Section 10.4 (b) of the
Plan."

Under the Plan, Colt Defense reduced its debt by approximately $200
million, after giving effect to $50 million of new capital raised
through the restructuring process.  In addition, the Company has
executed a long-term lease for its West Hartford Facility and has
entered into a memorandum of understanding with the United Auto
Workers.  Dennis Veilleux, president and C.E.O. of Colt Defense,
comments, "It is with profound appreciation to all of our key
stakeholders that we share that we have completed the restructuring
process and are emerging from Chapter 11 with a solid capital
structure, significantly less debt, and much greater financial
flexibility."  

                       About Colt Defense

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

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

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

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

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

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

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

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

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

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

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


CONSTELLATION ENTERPRISES: S&P Lowers Corp. Credit Rating to 'SD'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on U.S.-based Constellation Enterprises LLC
to 'SD' from 'CCC-'.

At the same time, S&P lowered its issue-level rating on the
company's $130 million 10.625% senior secured notes to 'D' from
'CCC-'.  The '4' recovery rating is unchanged, indicating S&P's
expectation for average recovery (30%-50%; upper half of the range)
for noteholders in the event of a payment default.

"We downgraded Constellation to 'SD' to reflect our view that the
company's extension of the mandatory redemption date under its
senior secured notes constitutes a default under our criteria given
that the payment date has been extended beyond the original payment
date, which--in our view--means that investors will receive less
than they were promised under the original security," said Standard
& Poor's credit analyst Nadine Totri.  "However, it is our
understanding that this extension was made pursuant to an amendment
agreed to by 99.7% of the bondholders, therefore we do not believe
it constitutes a contractual default."

S&P expects to raise its ratings on Constellation in the coming
days to reflect S&P's forward-looking opinion of the company's
creditworthiness.



CONSTELLATION ENTERPRISES: S&P Raises CCR to 'CCC-', Outlook Dev.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has raised its
corporate credit rating on U.S.-based Constellation Enterprises LLC
to 'CCC-' from 'SD'.  The outlook is developing.

At the same time, S&P raised its issue-level rating on the
company's $130 million senior secured notes to 'CCC-' from 'D'. The
'4' recovery rating is unchanged, indicating S&P's expectation of
average recovery (30%-50%; upper half of the range) for noteholders
in the event of a payment default.

The upgrade follows the company's recent extension of the mandatory
redemption date under its senior secured notes to Feb. 1, 2018,
from Feb. 1, 2016.  The company also recently extended the maturity
date of its unrated ABL revolving credit facility to July 28, 2016,
from Jan. 28, 2016.  Additionally, the company recently obtained a
$30 million equity infusion and a $13 million unrated delayed draw
term loan that matures Jan. 28, 2018.  Given Constellation's weak
operating performance and negative free cash flow, the company may
be unable to meet its future debt service requirements because its
ABL revolver matures within the next six months.  The company's
next interest payment on its secured notes, roughly $7 million, is
due on Aug. 1, 2016. S&P notes that the company is working to
refinance its revolver and has continued to pursue an asset sale.
"The developing outlook reflects the potential that we could raise
or lower our ratings on Constellation based on its ability to
successfully refinance the near-term maturity of its revolving ABL
credit facility," said Standard & Poor's credit analyst Nadine
Totri.

The developing outlook reflects the potential that S&P could raise
or lower its ratings on Constellation based on the company's
ability to successfully refinance the near-term maturity of its
revolving ABL credit facility.

S&P could lower its rating on Constellation if the company fails to
address the maturity of its ABL revolver or if its liquidity
deteriorates further.

S&P could consider raising its ratings on Constellation if the
company successfully refinances its ABL revolver and its operating
cash flow improves.  The magnitude of any positive rating action
will depend on S&P's assessment of the company's post-refinancing
business prospects, credit measures, and liquidity.



CONTINENTAL CASUALTY: Metal Co. Says $33M Row Best Left for Jury
----------------------------------------------------------------
Steven Trader at Bankruptcy Law360 reported that a metal company
suing Continental Casualty Co. for allegedly not delivering on $33
million in coverage for damages after a 2007 plant explosion, which
subsequently put it out of business, told an Indiana federal judge
on Jan. 27, 2016, too many unanswered questions remained about
those claims to decide the case early.

In an opposition brief to Continental's motion for summary
judgment, G&S Metal Consultants Inc. said its insurer is flat out
wrong to claim there's no payment for lost business income.


CROWN HOLDINGS: Moody's Affirms Ba2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
and the Ba2-PD probability of default rating of Crown Holdings,
Inc. ("Crown") after $250 million was added onto the existing term
loan A due December 2018. The rating on the term loan was affirmed
at the Baa3 level. All other instrument ratings are detailed below.
The company will use the proceeds from the new debt raised, $48
million of revolver borrowings and cash on hand to pay down the
$700 million 6.25% notes due February 2021 and to pay the fees and
expenses associated with the transaction. The rating outlook is
stable.

Moody's took the following actions:

Crown Holdings, Inc.

-- Affirmed Ba2 corporate family rating

-- Affirmed Ba2-PD probability of default rating

Speculative Grade Liquidity Rating, affirmed at SGL-2

Crown Americas LLC

-- Affirmed $450 million senior secured US Revolving Credit
    Facility due December 2018, Baa3 (LGD 2)

-- Affirmed $1,125 million senior secured Term Loan A (including
    add-on of $250 million) due December 2018, Baa3 (LGD 2)

-- Affirmed $362 million senior secured Farm Credit Term Loan due

    December 2019, Baa3 (LGD 2)

-- Affirmed $700 million 6.25% senior unsecured notes due
    February 2021, Ba3 (LGD 5), to be withdrawn at closing

-- Affirmed $1,000 million 4.50% senior unsecured notes due
    January 2023, Ba3 (LGD 5)

Crown Cork & Seal Company, Inc.

-- Affirmed $63.5 million 7.50% senior unsecured notes due
    December 2096, B1 (LGD 6)

-- Affirmed $350 million 7.375% senior unsecured notes due
    December 2026, B1 (LGD 6)

Crown European Holdings S.A.

-- Affirmed $700 million European revolving credit facility due
    December 2018, Baa3 (LGD 2)

-- Affirmed €700 million senior secured Term Loan A due December

    2018, Baa3 (LGD 2)

-- Affirmed €650 million 4.0% senior unsecured notes due July
    2022, Ba2 (LGD 3)

-- Affirmed €600 million 3.375% senior unsecured notes due May
    2025, Ba2 (LGD 3)

Crown Metal Packaging Canada LP

-- Affirmed $50 million Canadian revolving credit facility due
   December 2018, Baa3 (LGD 2)

The ratings outlook is stable.

The ratings are subject to the receipt and review of final
documentation.

RATINGS RATIONALE

The affirmation of the Ba2 corporate family rating continues to
reflect the expectation that all free cash flow will be dedicated
to debt reduction as indicated at the time of the downgrade of the
rating in October 2014 in anticipation of the EMPAQUES acquisition
(closed 1Q15). Crown's credit metrics were stretched following the
acquisition and the debt reduction is expected to improve credit
metrics to a level more commensurate with the rating category over
the next 12 months.

Crown's Ba2 Corporate Family Rating reflects the company's position
in an oligopolistic industry, relatively stable end markets and
improved profitability. The rating is also supported by the high
percentage of business under contract with strong raw material cost
pass-through provisions, higher margin growth projects in emerging
markets and good liquidity profile. Crown's broad geographic
exposure, including a high percentage of sales from faster growing
emerging markets, is both a benefit and a source of some potential
volatility.

The rating is constrained by the company's concentration of sales,
exposure to some weak international markets, especially Europe, and
risks inherent in its strategy to grow in emerging markets. The
rating is also constrained by the ongoing asbestos liability and
the integration risk inherent from two recent, sizeable
acquisitions. The company has exposure to segments which can be
affected by weather and crop harvests and to mature industry
sectors like carbonated soft drinks. Pro forma for the Empaque
acquisition, approximately 59% of sales come from the sale of
beverage cans in 2015. All of Crown's sales are from metal
packaging, which may be subject to substitution with other
substrates in certain markets depending on relative pricing and new
technologies.

The ratings outlook is stable. The stable outlook reflects an
expectation that Crown will continue to benefit from the EMPAQUE
acquisition and various productivity and expansion initiatives and
dedicate free cash flow to debt reduction.

The ratings could be downgraded if Crown fails to improve credit
metrics over the intermediate term, there is a deterioration in the
cushion under existing financial covenants, and/or a deterioration
in the competitive or operating environment. Additionally, a
significant acquisition or change in the asbestos liability could
also trigger a downgrade. Specifically, the rating could be
downgraded if adjusted debt-to-EBITDA remained above 4.5 times,
EBITDA interest coverage remained below 4.5 times and/or funds from
operations to debt remained below 14%.

The ratings could be upgraded if Crown achieves a sustainable
improvement in credit metrics within the context of a stable
operating and competitive environment and maintains good liquidity
including sufficient cushion under existing covenants.
Specifically, the ratings could be upgraded if adjusted
debt-to-EBITDA declines to below 4 times, EBITDA interest coverage
improves to over 5.5 times, the EBIT margin remains in the double
digits, and funds from operations to total debt improves to over
17%

Crown Holdings, Inc., headquartered in Philadelphia, Pennsylvania,
is a global manufacturer of steel and aluminum containers for food,
beverage, and consumer products. Revenues for the twelve months
ended September 30, 2015 were approximately $8.9 billion.



CST BRANDS: S&P Puts 'BB' CCR on CreditWatch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on CST Brands
Inc., including its 'BB' corporate credit rating, on CreditWatch
with negative implications, following increased debt levels and
potential for debt leverage to remain elevated for a prolonged
period.

"We believe the acquisition of Flash Foods will augment CST's
geographic presence through entrance into the U.S. southeast retail
market and provide opportunities for new store growth by leveraging
the acquired company's distribution capabilities. However, the
acquisition increases debt at a time when there are uncertainties
regarding oil prices, which are currently at recent historical
lows," said credit analyst Andy Sookram.  "If oil prices rise
steadily above current levels, fuel margins could quickly tighten
and drive leverage above our 3x rating threshold for a sustained
period.  We factored into our ratings assumptions for CST that
swings in oil prices could temporarily lead to leverage above our
threshold, but only for one or two quarters."

The CreditWatch placement reflects S&P's view that additional debt
and potential oil price swings could lead to leverage above S&P's
ratings threshold for a prolonged period.  S&P aims to resolve the
CreditWatch once it gains insight into the company's asset sale
initiatives, real estate initiatives such as sale/leaseback, as
well as its capital structure and financial policy plans.



DANIER LEATHER: Files Notice of Intention Under BIA
---------------------------------------------------
Danier Leather Inc. on Feb. 4 disclosed that, with the
authorization and approval of its board of directors, it has
commenced insolvency proceedings by filing a Notice of Intention to
Make a Proposal ("NOI") pursuant to the provisions of the
Bankruptcy and Insolvency Act (Canada) ("BIA").  The principal
purpose of the NOI filing is to create a stabilized environment for
the Company and its financial advisors to run an orderly and
flexible sale and investor process ("SISP") with the goal of
identifying one or more interested parties that wish to acquire or
make an investment in the Company's business or all or some of its
assets or to liquidate the Company's assets.

KSV Kofman Inc. has been appointed as the trustee under the NOI
(the "Proposal Trustee").  In connection with the SISP, the Company
has entered into an agency agreement with GA Retail Canada, ULC
("GA Retail") to act as the stalking horse bid (the "Stalking Horse
Bid").  The Stalking Horse Bid includes an agreement by GA Retail
or an affiliate thereof, to liquidate the Company's inventory and
store furniture, equipment and fixtures if no superior offer
emerges from the SISP.  The Stalking Horse Bid effectively acts as
a reserve bid and establishes a floor price against which other
interested parties may submit competing offers for the Company's
business or some or all of its assets.  In the coming days, the
Company intends to seek an order from the Ontario Superior Court of
Justice (the "Court") approving the terms of the SISP and approving
and accepting the Stalking Horse Bid for the purpose of conducting
the SISP.  The agency agreement with GA Retail is conditional on
the Company receiving Court approval of the SISP and the Stalking
Horse Bid.  The Company's objective is to complete the SISP by the
end of February or early March 2016.

It is important to note that the Company is not bankrupt.  The
Company has sufficient resources to fund its operations during the
SISP and its stores will remain open for business during that time,
subject to any restructuring steps that the Company may take during
the process.

Pursuant to the BIA, upon filing the NOI, there is an automatic
stay of proceedings in respect of all creditor claims and actions
against the Company that will protect the Company and its assets
from the claims of creditors and others during the pendency of the
proposal proceedings.

The decision to file the NOI was made by the Board in consultation
with the Company's legal and financial advisors as a result of the
Company's ongoing financial difficulties after extensively
exploring its restructuring and strategic alternatives.  As
previously disclosed, the Company has experienced significant net
losses in each of its two most recently completed fiscal years and
since that time the Company has continued to experience a
consistent decline in its financial performance.  Despite its cost
reduction initiatives and efforts to effect an operational
turnaround plan, the Company continues to face declining financial
performance and anticipates further operating losses in its current
fiscal year.

There can be no assurance that the Company will be successful in
its efforts under the SISP or that the Court will approve the SISP,
the Stalking Horse Bid or any competing bid that may emerge from
the SISP.

                      About Danier Leather

Danier Leather Inc. (CA:DLSV) -- http://www.danier.com-- is a
designer, manufacturer, and retailer of high-quality leather and
suede clothing and accessories.  The Company's merchandise is
marketed exclusively under the Danier brand name and is available
at its shopping mall, street-front and outlet stores as well as the
online store.


DENBURY RESOURCES: Moody's Cuts Corporate Family Rating to Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded Denbury Resources Inc.'s
(Denbury) Corporate Family Rating to Caa2 from Ba3 and ratings on
its senior subordinated notes to Caa3 from B1. The Speculative
Grade Liquidity Rating was lowered to SGL-4 from SGL-3. This action
resolves the review for downgrade that was initiated on 16 December
2015. The outlook is negative.

"Denbury's leverage and coverage metrics will deteriorate
significantly in the second half of 2016, after the last of its
existing crude oil price hedges roll off," said James Wilkins, a
Moody's Vice President -- Senior Analyst. "We do not expect the
company to generate sufficient EBITDA to meet its financial
covenants in 2016."

The following summarizes the ratings.

Ratings downgraded:

Denbury Resources Inc.

-- Corporate Family Rating -- Caa2 from Ba3

-- Probability of Default Rating -- Caa2-PD from Ba3-PD

-- Senior Subordinated Notes due 2021 -- Caa3 (LGD5) from B1
    (LGD4)

-- Senior Subordinated Notes due 2022 - Caa3 (LGD5) from B1
    (LGD4)

-- Senior Subordinated Notes due 2023 - Caa3 (LGD5) from B1
    (LGD4)

Ratings lowered:

  -- Speculative Grade Liquidity Rating - SGL-4 from SGL-3

Outlook:

Outlook - Negative

RATINGS RATIONALE

The Caa2 CFR reflects Moody's expectation that Denbury will
generate negative free cash flow in 2016, once its hedges roll off
in the third quarter 2016 (assuming WTI crude oil prices are
$33/bbl). The company's credit metrics deteriorate significantly in
2017 without the hedge benefit. Denbury has hedges on one-half of
estimated crude oil production for the first half 2016 at prices
ranging from $66/bbl to $92/bbl, that will provide a significant
boost to profitability. However, the operating costs of its
enhanced oil recovery operations, which are higher than many
primary oil sources, will make it difficult to generate meaningful
retained cash flow in the current crude oil price environment, even
if the company is successful implementing additional cost cutting
measures.

The SGL-4 Speculative Grade Liquidity Rating reflects Moody's
expectation that the company's cash flow from operations will be
weak and it will not generate sufficient EBITDA to meet its
interest coverage covenant under its revolving credit facility in
the second half 2016. The company's high cost of production per
barrel and the lack of meaningful hedges will result in negative
funds from operations in the second half of 2016 at a WTI crude oil
price of $33 per barrel. The company's liquidity will be primarily
supported by availability under its $1.6 billion revolving credit
facility due 2019. The reserve based borrowing base will decline
significantly from the current $2.6 billion borrowing base after
the May 2016 redetermination to reflect lower oil prices, lower
hedge volumes and changes in reserves, but may remain of sufficient
size to meet Denbury's 2016 borrowing needs.

The ratings could be downgraded if Denbury's liquidity
deteriorates. A ratings upgrade could be considered if Denbury
maintains adequate liquidity and interest coverage (EBITDA/interest
expense) above 1.5x on a sustained basis.

Denbury Resources Inc., headquartered in Plano, Texas, is an
independent oil and gas company with operations in the Gulf Coast
and Rocky Mountain regions. The company has a significant emphasis
on carbon dioxide enhanced oil recovery (CO2 EOR) operations used
to recover oil from mature fields.



DIFFERENTIAL BRANDS: Peter Kim Reports 7.9% Stake as of Jan. 28
---------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Peter Kim disclosed that as of Jan. 28, 2016, he
beneficially owns 1,021,492 shares of common stock of Differential
Brands Group Inc. representing 7.9 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/G2qTx1

                   About Differential Brands

As of Jan. 28, 2016, Differential Brands Group Inc. was acquired by
Robert Graham Designs, LLC, in a reverse merger transaction.
Differential Brands Group Inc., together with its subsidiaries,
designs, develops, and markets apparel products under the Hudson
name in the United States.  The company operates through two
segments, Wholesale and Retail.  Its Hudson product line includes
women's, men's, and children's denim jeans, related casual wear,
and accessories; and pants, jackets, and other bottoms.  The
company engages in the wholesale of its Hudson products to
retailers, specialty stores, and international distributors.

As of Aug. 31, 2015, Joe's Jeans had $172 million in total
assets, $149 million in total liabilities and $22.6 million in
total stockholders' equity.

The Company reported a net loss of $27.7 million on $189 million of
net sales for the fiscal year ended Nov. 30, 2014, compared with a
net loss of $7.31 million on $140 million of net sales in 2013.

In its audit report on the consolidated financial statements for
the year ended Nov. 30, 2014, Moss Adams LLP expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has a net working capital deficiency due to
debt covenant violations and has suffered recurring losses from
operations.


DONMETZ HOME: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Donmetz Home LLC
        21781 Ventura Blvd., Suite 650
        Woodland Hills, CA 91364-1835

Case No.: 16-10317

Chapter 11 Petition Date: February 2, 2016

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Jonathan Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd., Suite 250
                  Sherman Oaks, CA 91403
                  Tel: (818) 783-6251
                  Fax: (818) 827-4919
                  Email: jhayes@srhlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-10317.pdf


EDENOR SA: ENRE Ordered to Perform Tariff Schedules Adjustment
--------------------------------------------------------------
EDENOR disclosed in a Form 6-K filed with the Securities and
Exchange Commission that on Jan. 31, 2016, Resolution Number 7th of
the Ministry of Energy and Mines was published in the Official
Journal which instructed the Argentine Electricity Agency (ENRE) to
perform as part of the Integral Tariff Review (RTI) an adjustment
of the Value-Added for Distribution to the tariff schedules and
carry out all the required actions to achieve the RTI before Dec.
31, 2016.

The mentioned resolution decided to: (i) render the Rational Use of
Energy Program (PUREE) ineffective; (ii) revoke the Resolution
32/2015 of the Secretariat of Energy as from the effective date of
the ENRE Resolution implementing the tariff schedule; (iii) cancel,
until further instructions, all the effects derived from mutual
agreements entered into the Distributors and CAMMESA; and (iv)
carry out all required actions in order to terminate the Trusts
created pursuant to ENRE 347/2012 Resolution.

The Company is waiting for the instrumentation of the measures
stipulated by said resolution in order to assess the impact.

                       About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor SA reported a loss of ARS780 million on ARS3.59 billion of
revenue for the year ended Dec. 31, 2014, compared with profit of
ARS773 million on ARS3.44 billion of revenue for the year ended
Dec. 31, 2013.

As of June 30, 2015, Edenor had ARS 10.74 billion in total assets,
ARS 9.63 billion in total liabilities and ARS 1.11 billion in total
equity.


EGPI FIRECREEK: Suspending Filing of Reports with SEC
-----------------------------------------------------
EGPI Firecreek, Inc., filed a Form 15 with the Securities and
Exchange Commission to terminate the registration of its common
stock, $0.001 par value.  There were 338 holders of records of
common stock as of Feb. 2, 2016.  As a result of the filing, the
Company is not anymore obligated to file periodic reports with the
SEC.

                   About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

EGPI Firecreek disclosed a net loss of $6.08 million on $124,157
of total revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $4.97 million on $293,712 of total revenue for
the year ended Dec. 31, 2011.  The Company's balance sheet at
March 31, 2013, showed $1.31 million in total assets, $6.92
million in total liabilities, all current, $1.86 million in series
D preferred stock, and a $7.48 million total shareholders'
deficit.

M&K CPAS, PLLC, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that he Company has suffered
recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.


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

       Debtor                                     Case No.
       ------                                     --------
       EmKey Companies, LLC                       16-30548
       12221 Merit Drive, Suite 625
       Dallas, TX 75251

       EmKey Resources, LLC                       16-30549
       12221 Merit Drive, Suite 625
       Dallas, TX 75251

Chapter 11 Petition Date: February 3, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan [16-30548]
       Hon. Harlin DeWayne Hale [16-30549]

Debtors' Counsel: Meritt Crosby, Esq.
                  KILMER CROSBY & WALKER PLLC
                  3102 Maple Ave., Suite 240
                  Dallas, TX 75201
                  Tel: 214.731.3111
                  Fax: 214.731.3117
                  Email: mcrosby@kcw-lawfirm.com

                                    Estimated    Estimated
                                     Assets     Liabilities
                                   ----------   -----------
EmKey Companies, LLC               $1MM-$10MM   $1MM-$10MM
EmKey Resources, LLC               $1MM-$10MM   $10MM-$50MM

The petition was signed by Worth Snyder, president.

A list of EmKey Companies' 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-30548.pdf

A list of EmKey Resources' 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb16-30549.pdf


ENABLE MIDSTREAM: S&P Lowers CCR to 'BB+', Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Enable Midstream Partners L.P. (Enable) to 'BB+'
from 'BBB-' and lowered the short-term rating to 'B' from 'A-3'.
The outlook is negative.

At the same time, S&P lowered its issue-level rating on Enable's
senior unsecured notes to 'BB+' from 'BBB-'.  S&P is assigning a
'3' recovery rating to the senior unsecured bank debt and senior
unsecured notes, indicating its expectation for meaningful (50% to
70%, in the upper half of the range) recovery if a payment default
occurs.

"The rating action follows Centerpoint's announcement that it is
evaluating strategic alternatives for the company's investment in
Enable Midstream Partners, including a sale or spin-off," said
Standard & Poor's credit analyst Mike Llanos.  The announcement
reflects Centerpoint's efforts to unlock value for its
shareholders.  With the announcement, S&P believes Enable could be
sold over the next few months and, as such, S&P no longer views
Enable as a moderately strategic investment to Centerpoint.  As a
result, S&P lowered its ratings on Enable by one notch.  The 'BB+'
issuer credit rating reflects Enable's stand-alone credit profile
without any uplift related to sponsor support.

The negative outlook reflects S&P's view that continued hydrocarbon
pricing pressure could further erode Enable's cash flow gross
margins and gathering volumes, resulting in reduced cash flow to
the partnership.  In addition, S&P recognizes that Enable's low
unit price makes it challenging to raise equity and fund its 2016
capital spending program in a balanced manner.  While roughly 55%
of projected gross margin comes from firm take-or-pay cash flow or
is underpinned by minimum volume commitments, roughly 30% is
fee-based with volumetric risk and about 10% is unhedged and
exposed to weak commodity prices.  Continued weak commodity prices
could lead to volumetric declines, resulting in adjusted debt to
EBITDA remaining above our downgrade trigger of 4x for an extended
period.

The negative outlook reflects S&P's expectation that Enable's
credit measures could weaken further from lower volumes and low
commodity prices, such that debt to EBITDA remains above 4x in
2016.

S&P could lower the ratings if cash flow declines due to lower
volumes or weak commodity prices, such that debt to EBITDA remains
in the mid-4x area for a sustained period.  S&P could also lower
the rating if Enable's commodity exposure increases, the
partnership encounters operational setbacks, or cost overruns
related to growth capital projects cause financial leverage to
increase above S&P's downgrade trigger.

S&P could revise the outlook to stable if it believes that the
partnership can maintain debt to EBITDA below 4x in the face of
lower commodity prices and heightened volume risk.



ENERGY SERVICES: S&P Lowers CCR to 'B-', Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on Covington, La.-based Energy Services
Holdings LLC to 'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered its issue-level ratings on the
company's $30 million revolver due 2019 and $125 million term loan
due 2020 to 'B' from 'B+'.  The '2' recovery rating remains
unchanged, indicating S&P's expectation for substantial (70%-90%;
upper half of the range) recovery in the event of a payment
default.

"The downgrade reflects our view that low oil prices have
negatively affected Energy Services Holdings LLC's operating
performance by more than we had previously expected, causing the
company's adjusted debt-to-EBITDA ratio to increase above 5.0x,"
said Standard & Poor's credit analyst Noel Mangan.  "In addition to
lower overall sales, ESH's contracts have shifted from the more
profitable upstream market to lower margin downstream work."  Based
on S&P's oil and natural gas price assumptions, it expects that ESH
will face a challenging operating environment as its customers
delay their maintenance work and pursue pricing concessions in an
attempt to reduce costs.  S&P believes that the company will
maintain adjusted EBITDA margins in the 6.0%-8.0% range while
generating positive FOCF.  S&P views ESH's liquidity as less than
adequate, which primarily reflects the imminent risk that the
company could violate its covenants if it is not granted an
amendment.

The stable outlook on ESH reflects S&P's assumption that the
company will successfully address its narrow covenant headroom in
2016, restoring the headroom under its covenants to at least 10%.
S&P believes that the company's weaker-than-expected EBITDA margins
will likely increase its adjusted debt-to-EBITDA metric toward 6.0x
while it generates positive FOCF.

S&P could lower its ratings on ESH if it appears likely that the
company's free cash flow will turn negative over the next 12 months
because of pressure on its EBITDA margins from potential execution
risk on its job contracts.  S&P could also lower the rating if ESH
does not address its narrow covenant headroom, negatively impacting
the company's access to liquidity.

Although unlikely over the next 12 months, S&P could raise its
ratings on ESH if the company successfully increases its covenant
headroom and S&P assess its liquidity as adequate.  The company
would also need to improve its operating performance, despite weak
oil prices, with a FOCF-to-debt ratio of 5% or higher and leverage
of 5x or less on a sustained basis.



EP ENERGY: Moody's Cuts CFR to 'B3', Negative Outlook
-----------------------------------------------------
Moody's Investors Service downgraded EP Energy LLC's Corporate
Family Rating (CFR) to B3 from Ba3, the ratings on its unsecured
notes to Caa1 from B1 and the secured term loan rating to B2 from
Ba2. The Speculative Grade Liquidity Rating was lowered to SGL-4
from SGL-2. This action resolves the review for downgrade that was
initiated on 16 December 2015. The rating outlook is negative.

"EP Energy's B3 Corporate Family Rating reflects its high leverage
and our expectation that its cash flow metrics will deteriorate
substantially in 2017, when it will have less than one-quarter of
its oil & gas production hedged," commented James Wilkins, a
Moody's Vice President.

The following summarizes the rating actions.

Issuer: EP Energy LLC

Ratings Downgraded:

-- Corporate Family Rating -- B3 from Ba3, on review for
    downgrade

-- Probability of Default Rating -- B3-PD from Ba3-PD, on review
    for downgrade

-- Senior secured second lien term loan due 2018 -- B2 (LGD3)
    from Ba2 (LGD3), on review for downgrade

-- Senior secured second lien term loan due 2019 - B2 (LGD3) from

    Ba2 (LGD3), on review for downgrade

-- Senior unsecured notes due 2020 - Caa1 (LGD5) from B1 (LGD5),
    on review for downgrade

-- Senior unsecured notes due 2022 - Caa1 (LGD5) from B1 (LGD5),
    on review for downgrade

-- Senior unsecured notes due 2023 - Caa1 (LGD5) from B1 (LGD5),
    on review for downgrade

Ratings Lowered:

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

Outlook action:

-- Outlook
-- Negative

RATINGS RATIONALE

EPE's B3 CFR reflects the company's high leverage, weak cash flow
metrics and Moody's expectation that the company's credit metrics
will worsen significantly in 2017 when its hedged production
volumes decline. EPE had approximately $4.9 billion of balance
sheet debt as of 30 September 2015, which requires about $330
million in annual cash interest expense payments and added $8.54
per boe to its cost structure in the third quarter 2015. The
company's favorable hedge portfolio buffered it from the full
effect of low commodity prices in 2015 and will continue to
significantly add to cash flows in 2016. Moody's expects that EPE's
hedges for 2016 will cover almost 90 percent of its production.
However, EPE's hedges will cover only one-quarter of estimated
production volumes in 2017, so the company's cash flows will
decline steeply. Moody's expects EPE will generate RCF to debt of
around 5% and its interest coverage will decrease to less than 2x,
using Moody's price deck (WTI crude oil at $38/bbl in 2017) and
assumptions. EPE will require asset sales at favorable valuations
in order to materially reduce its debt such that it can comfortably
generate credit metrics supportive of the B3 CFR.

The SGL-4 Speculative Grade Liquidity Rating reflects the company's
weak liquidity and the likelihood it will be required to amend the
leverage covenant under the revolving credit facility. EPE's
liquidity is supported by its cash flow from operations, although
the company will generate negative free cash flow. The $2.75
billion reserve based credit agreement due 2019 is subject to a
borrowing base that is re-determined every April and October.
Moody's expects the availability will decline substantially after
the spring 2016 borrowing base re-determination, but will remain
adequate to sustain ongoing operations until the next borrowing
base redetermination in October 2016. The revolver requires the
company to maintain a ratio of debt to EBITDAX below 4.5x, which it
will not meet in the first quarter 2017 when lower volumes are
hedged. The next debt maturity is in 2018 when the term loan ($496
million balance as of 30 September 2015) matures.

The rating outlook is negative, reflecting the difficult operating
environment with low commodity prices. The ratings could be
downgraded if liquidity deteriorates (if unused availability under
the revolver declines substantially or any needed covenant
waivers/amendments are not obtained) or retained cash flow to debt
is expected to remain below 5% for a sustained period. An upgrade
would be considered if the company reduces its debt and maintains
RCF to debt above 15% while growing production or keeping
production relatively flat.

EP Energy LLC is an independent exploration & production company
based in Houston, Texas.



EXCITE MEDICAL: Court Denies Bid to Freeze Musallam, et al. Assets
-------------------------------------------------------------------
In a Report and Recommendation dated December 8, 2015, which is
available at http://is.gd/vOC1sffrom Leagle.com, Judge Thomas B.
McCOUN, III, of the United States District Court for the Middle
District of Florida, Tampa Division, denied the motion of Plaintiff
Axiom Worldwide's for Preliminary Injunction to Freeze Assets of
Defendant Musallam, Excite Medical of Tampa Bay, LLC, ElTech USA,
and its Principal Mr. Ilya Marder, and ElTech Capital, LLC.

By its motion, Axiom seeks a post-judgment preliminary injunction
and the freezing of assets of Defendants Saleem Musallam and Eltech
USA, LLC, as well as non-parties Excite Medical of Tampa Bay, LLC,
Eltech Capital, LLC, and Ilya Marder. Axiom argues that these
individuals and entities are committing illegal operations in
violation of the permanent injunction, are secreting assets, and
hindering and defeating Axiom's collections activities.

The case is AXIOM WORLDWIDE, INC., Plaintiff, v. HTRD GROUP HONG
KONG LIMITED, et al., Defendants, Case No. 8:11-cv-1468-T-33TBM
(M.D. Fla.).

Axiom Worldwide, Inc., a Florida corporation, Plaintiff, is
represented by Amy J. Winarsky, Esq. -- Marcadis & Associates, PA.

Excite Medical Corp., Defendant, is represented by Kenneth S.
Siegel, Esq. -- Kenneth S. Siegel, PA & Kevin L. Dees, Esq. --
Schaps & Dees, P.A..

Excite Diagnostics, LLC, Defendant, is represented by Dennis Allen
Meyers, Esq. -- dennis@tampabaybusinesslaw.com -- Tampa Bay
Business Law, LLP.

Eltech USA, LLC, c/o Ilya Marder, President 2124 84th Street, Suite
3 Brooklyn, NY 11214, Defendant, is represented by Ian Thomas
Holmes, Esq. -- Holmes Kurnik, PA.

Saleem N. Musallam, Defendant, is represented by Kenneth S. Siegel,
Kenneth S. Siegel, PA & Kevin L. Dees, Schaps & Dees, P.A..

Excite Medical Corp. sought protection under Chapter 11 of the
Bankruptcy Code on Aug. 26, 2014 (Bankr. M.D. Fla., Case No.
14-09906).  The Debtor's counsel is Suzy Tate, Esq., at Suzy Tate,
P.A., in Tampa, Florida.  The petition was signed by Saleem
Musallam, president.


FELD LIMITED: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Feld Limited Partnership
        PO Box 728
        Green Bay, WI 54305

Case No.: 16-20826

Type of Business: The Debtor is in the business of leasing and  
                  managing real properties in the Madison and
                  Green Bay areas.

Chapter 11 Petition Date: February 3, 2016

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtor's Counsel: Paul G. Swanson, Esq.
                  STEINHIBLER, SWANSON, MARES, MARONE & MCDERMOTT
                  107 Church Avenue
                  P.O. Box 617
                  Oshkosh, WI 54903-0617
                  Tel: 920-426-0456
                  Email: pswanson@oshkoshlawyers.com

Total Assets: $15.17 million

Total Debts: $7.50 million

The petition was signed by Dennis J. Feld, general partner.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AMA Heating & Air Conditioning      goods and/or            $373
                                      services

Anthem Blue Cross Blue Shield        Insurance            $6,199
                                     Payments

Associated Bank                      Checking         $7,057,817
200 N. Adams Street                 Associated
P.O. Box 19006                         Bank
Green Bay, WI
54307-9006

Attorney Jon Anderson                 Legal               $8,000
                                     Services

Brown County Treasurer                Taxes             $268,125
P.O. Box 23600
Green Bay, WI 54305

Chase Cardmember Service              Credit              $3,478
                                       Card
                                      Charges

DL Couch                            goods and/or            $902
                                      services

Green Bay Water Utility              Utilities              $949

Internal Revenue Services            Federal              $1,846
                                     Payroll
                                     Taxes

LaPlant Architecture, LLC           goods and/or          $1,504
                                      services

Larry W. Kemp                         Wages               $1,891

Midwest Moulding & Door             goods and/or          $1,802
                                      services  

Otis Elevator Company               goods and/or            $835
                                      services

Schenck & Associates                  services            $6,500

Sharon L. Jonet                        Wages                $305

Sign Solutions                      goods and/or            $382
                                       services

Thomas A. Klatt                        Wages                $327

VL roofing & Sheet Metal Inc.       goods and/or            $325
                                      services

Wisconsin Department of Revenue        Taxes              $1,361

Wisconsin Public Service            goods and/or          $1,324
                                       services


FOURTH QUARTER: MetLife Opposes Confirmation of Sale-Based Plan
---------------------------------------------------------------
MLIC Asset Holdings, LLC and MLIC CB Holdings, LLC (collectively
"MetLife") object to the confirmation of the Amended Liquidating
Plan of Reorganization of Fourth Quarter Properties 86,
LLC dated December 23, 2015.

MetLife, which has an allowed fully secured claim in the stipulated
amount of $26,817,816, objects to Plan due to various reasons,
including:

   * MetLife objects to the Amended Plan as it was not filed in
good faith as required by 11 U.S.C. Sec. 1129(a)(3).  The timing of
the filing of Debtor's case is indicative of Debtor's lack of good
faith.  The petition allowed Debtor to evade the order of the
Wyoming court scheduling a sale of the Property, the petition was
filed on the eve of foreclosure, the Property is the major asset of
Debtor, there is no possibility of reorganization, Debtor does not
generate sufficient operating income each month to cover its
monthly operating expenses, let alone debt service, the case is a
two-party dispute between Debtor and MetLife, and Debtor filed
bankruptcy solely to seek the protection of the automatic stay and
prevent foreclosure.

   * The sales procedure contained in the Amended Plan also
evidences Debtor's lack of good faith.  Pursuant to Section 3.2.3
of the Amended Plan, Debtor will maintain control of the Property,
while marketing and attempting to sell it, until Oct. 31, 2016. If
the Property is not sold on or before Oct. 31, 2016, Debtor may
surrender the Property in full and final satisfaction of the MLIC
Claim.  MetLife objects to the proposed sale procedure for three
obvious reasons:

     (1) the procedure is completely void of any marketing,
         reporting or selling parameters that Debtor must comply
         with from the Confirmation Date through October 31, 2016;

     (2) MetLife is strictly prohibited from participating in the
         sale process in any manner; and

     (3) the procedure renders the Class 2 credit bid rights
         illusory as it fails to provide MetLife with notice and
         an opportunity to exercise its credit bid rights.

   * MetLife objects to confirmation of the Amended Plan because
the channeling injunction violates the provisions of 11 U.S.C. Sec.
524(e).  Consequently, Section 1129(a)(1) is not satisfied and the
Amended Plan cannot be confirmed.  The Amended Plan contains a
channeling injunction in favor of Thomas and Debtor's affiliated
entities prohibiting further litigation or collection activities
from the Effective Date until the date of the sale of the Property
The Amended Plan also provides for a release of all liens, claims,
and interests against Debtor and Thomas as the return of the
Property or application of sales proceeds, in whatever amount, is
proposed in full satisfaction of MetLife's claim.  The Amended
Plan's non-consensual release of a non-debtor party (i.e., Thomas)
violates 11 U.S.C. Sec. 524(e) and is prohibited by controlling
Eleventh Circuit case law.

   * MetLife objects to the Amended Plan as it requires MetLife to
release its lien on the Property upon receipt of sales proceeds in
an unknown amount.  MetLife should not be required to release its
lien, or otherwise comply with 11 U.S.C. Sec. 1142(b), except upon
payment in full of the MLIC Claim on or before October 31, 2016.

Counsel for MetLife:

         BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C.
         Gary A. Barnes, Esq.
         Ron C. Bingham, II, Esq.
         Madeleine G. Kvalheim, Esq.
         Monarch Plaza, Suite 1600
         3414 Peachtree Road, N.E.
         Atlanta, GA 30326
         Tel: 404.577.6000
         Fax: 404.221.6501
         E-mail: gbarnes@bakerdonelson.com
                 rbingham@bakerdonelson.com
                 mkvalheim@bakerdonelson.com

                       The Liquidating Plan

The Debtor's Plan proposes a liquidation under Chapter 11 of the
Bankruptcy Code.  The funds required for implementation of the Plan
and repayment of the DIP financing will be generated from operating
the cattle ranch and proceeds of the sale of personal property, and
funds required for the distributions will be provided from the
proceeds of the sale of the Real Property and Personal Property of
the Debtor.

According to the Disclosure Statement, the Plan provides that:

   * The allowed secured claims of governmental units (Class 1),
are unimpaired.  There are no known claims in this class.

   * The allowed secured claims of MLIC Asset Holdings, LLC and
MLIC CB Holdings, LLC (Class 2) in the stipulated amount of
$26,817,816 as of the Petition Date, plus interest at the
non-default rate of 5% per annum accrued from the Petition Date to
the Closing Date, plus postpetition reasonable attorney's fees and
costs, and less adequate protection payments will be paid in full
on the Effective Date from the net proceeds from the sale of the
Debtor's real property.  If the Property is not sold on or before
Oct. 31, 2016, the Debtor may surrender the Property in full and
final satisfaction of the MLIC Claim.

   * The allowed secured claim of John d. Phillips (Class 3), in
the stipulated Allowed Amount of $28,015,077, will be paid on the
Effective Date from the Net Proceeds of the sale of the Real
Property.  Claims in this class are not designated to be paid in
full under this Plan.  To the extent net proceeds from the sale of
the real property are insufficient to pay the Class 3 claim in
full, any deficiency will be treated as a Class 5 Claim.  In the
event of Surrender, the claim will only be entitled to distribution
pursuant to Class 5.

   * Non-tax priority claims (Class 4) are impaired and will be
paid in full, together with plan interest, on the effective date
from the net proceeds from the sale of Personal Property.

   * General unsecured claims (Class 5) will receive, pro rata, the
net proceeds of the sale of Personal Property of the Debtor,
following payment of Unclassified and Class 4 Claims in full.

   * Subordinated claims (Class 6) will be paid on a pro rata
basis, the remaining net proceeds from the sale of the Real
Property and Personal Property to the extent Net Proceeds are
available after distributions to allowed unclassified, and Class 1
– 5 Claims.

   * Equity interest holders of the Debtor (Class 7) will not
retain or receive any property under the Plan.

The Debtor filed its Plan and Disclosure Statement on Aug. 28,
2015.  On Dec. 23, 2015, the Debtor filed an Amended Disclosure
Statement.  A copy of the Amended Disclosure statement is available
for free at:

         http://bankrupt.com/misc/Fourth_Q_140_Am_DS.pdf

                       About Fourth Quarter

Fourth Quarter Properties 86, LLC, owns and operates the Little
Jennie Ranch.  The Ranch was created when several homesteads along
Dell Creek were combined, and now comprises of 3,011 acres just
north of the tiny community of Bondurant, Wyoming.  The Ranch is a
working cattle ranch and seeped in a rich history and has been in
operation since the 1950s and considered by many to be the crown
jewel of working cattle ranches in Wyoming.  Black Angus cattle
thrive on the property, which with its meadowlands and grazing
leases can provide sufficient forage for 1,100 to 1,400 head.

As of Fourth Quarter's bankruptcy filing, the Ranch was home to and
continues to be home to livestock, comprising of approximately 468
commercial cattle, 11 horses, 13 heifer calves, and 2 steer calves.
The Ranch's complex cattle operations are run by Mr. Dick Beck, one
of the premier ranch managers in the United States, with Three
Trees Ranch, Inc., one of the largest purebred Angus operations in
the nation.

Little Suwanee Holdings, LLC, owns 95 percent of the membership
interests in the Debtor while J. Bruce Williams, Jr., holds the
remaining 5 percent.

Due to notices of foreclosure by MetLife, Fourth Quarter Properties
86 sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-10135)
in Newnan, Georgia, on Jan. 22, 2015.

The Debtor tapped Stone & Baxter LLP, in Macon, Georgia, as
bankruptcy counsel.  The Debtor also received approval to hire
Thomas A. Ogle to appraise its real property.

The Debtor disclosed $49,124,608 in assets and $75,377,946 in
liabilities in its schedules.

Debtor attended the Sec. 341 meeting of creditors on March 11,
2015.

No creditor's committee has been appointed in the Bankruptcy Case.

                           *     *     *

The Debtor obtained approval to obtain a credit facility from
Fourth Quarter Properties 100, LLC in the maximum amount of
$500,000.  On Feb. 3, 2016, the Debtor obtained approval to extend
the term of the DIP financing to Oct. 31, 2016, and raise the
maximum amount to $1,750,000.


FOURTH QUARTER: Plan Confirmation Underway; DIP Facility Extended
-----------------------------------------------------------------
Judge W. Homer Drake in early January entered an order approving
the Amended Disclosure Statement for Fourth Quarter Properties 86,
LLC's Plan of Liquidation dated Dec. 23, 2015.

A hearing to consider confirmation of the Amended Plan and any
objections to confirmation of the Plan was scheduled for Feb. 2,
2016 at 10:00 a.m.  As of Feb. 5, the Court has not yet entered on
the case docket a written ruling on the Debtor's Plan.

However, on Feb. 3, 2016, the Debtor obtained approval to extend
the term of the DIP financing from Fourth Quarter Properties 100,
LLC to Oct. 31, 2016, and raise the maximum amount to $1,750,000.

The Debtor's Plan provides that funds required for payment to
creditors will be generated from operating the cattle ranch and
proceeds from the sale of real property which will occur no later
than Oct. 31, 2016.   To continue the operations of the cattle
ranch until the sale, the Debtor will continue to require funds
from its DIP Lender through Oct. 31, 2016.  

At the Disclosure Statement hearing, the judge held that the Plan
outline, as amended, contains adequate information to enable
creditors and other parties-in-interest to make an informed
judgment about the Plan.  The judge ordered that:

   * On or before Jan. 5, 2016, counsel for the Debtor will
     transmit the Plan Package to creditors, equity security
     holders, and other parties;

   * Ballots accepting or rejecting the Plan are due Jan. 26,
     2016;

   * Any objection to confirmation of the Plan will be filed
     with the Court on or before Jan. 26, 2016.

   * A hearing to consider confirmation of the Amended Plan
     and any objection to confirmation of the Plan will be held
     on Feb. 2, 2016 at 10:00 a.m.

MLIC Asset Holdings, LLC and MLIC CB Holdings, LLC, have asked the
Court to deny confirmation of the Amended Plan on various grounds.

According to the balloting report from the Debtor's counsel, the
Debtor's Plan received the requisite acceptances to be confirmed.

Attorneys for the Debtor:

         STONE & BAXTER, LLP
         Ward Stone, Jr., Esq.
         Matthew S. Cathey, Esq.
         Fickling & Company Building, Suite 800
         577 Mulberry Street
         Macon, GA 31201
         Tel: (478) 750-9898
         Fax: (478) 750-9899

                       The Liquidating Plan

The Debtor's Plan proposes a liquidation under Chapter 11 of the
Bankruptcy Code.  The funds required for implementation of the Plan
and repayment of the DIP financing will be generated from operating
the cattle ranch and proceeds of the sale of personal property, and
funds required for the distributions will be provided from the
proceeds of the sale of the Real Property and Personal Property of
the Debtor.

According to the Disclosure Statement, the Plan provides that:

   * The allowed secured claims of governmental units (Class 1),
are unimpaired.  There are no known claims in this class.

   * The allowed secured claims of MLIC Asset Holdings, LLC and
MLIC CB Holdings, LLC (Class 2) in the stipulated amount of
$26,817,816 as of the Petition Date, plus interest at the
non-default rate of 5% per annum accrued from the Petition Date to
the Closing Date, plus postpetition reasonable attorney's fees and
costs, and less adequate protection payments will be paid in full
on the Effective Date from the net proceeds from the sale of the
Debtor's real property.  If the Property is not sold on or before
Oct. 31, 2016, the Debtor may surrender the Property in full and
final satisfaction of the MLIC Claim.

   * The allowed secured claim of John d. Phillips (Class 3), in
the stipulated Allowed Amount of $28,015,077, will be paid on the
Effective Date from the Net Proceeds of the sale of the Real
Property.  Claims in this class are not designated to be paid in
full under this Plan.  To the extent net proceeds from the sale of
the real property are insufficient to pay the Class 3 claim in
full, any deficiency will be treated as a Class 5 Claim.  In the
event of Surrender, the claim will only be entitled to distribution
pursuant to Class 5.

   * Non-tax priority claims (Class 4) are impaired and will be
paid in full, together with plan interest, on the effective date
from the net proceeds from the sale of Personal Property.

   * General unsecured claims (Class 5) will receive, pro rata, the
net proceeds of the sale of Personal Property of the Debtor,
following payment of Unclassified and Class 4 Claims in full.

   * Subordinated claims (Class 6) will be paid on a pro rata
basis, the remaining net proceeds from the sale of the Real
Property and Personal Property to the extent Net Proceeds are
available after distributions to allowed unclassified, and Class 1
– 5 Claims.

   * Equity interest holders of the Debtor (Class 7) will not
retain or receive any property under the Plan.

The Debtor filed its Plan and Disclosure Statement on Aug. 28,
2015.  On Dec. 23, 2015, the Debtor filed an Amended Disclosure
Statement.  A copy of the Amended Disclosure statement is available
for free at:

         http://bankrupt.com/misc/Fourth_Q_140_Am_DS.pdf

                       About Fourth Quarter

Fourth Quarter Properties 86, LLC, owns and operates the Little
Jennie Ranch.  The Ranch was created when several homesteads along
Dell Creek were combined, and now comprises of 3,011 acres just
north of the tiny community of Bondurant, Wyoming.  The Ranch is a
working cattle ranch and seeped in a rich history and has been in
operation since the 1950s and considered by many to be the crown
jewel of working cattle ranches in Wyoming.  Black Angus cattle
thrive on the property, which with its meadowlands and grazing
leases can provide sufficient forage for 1,100 to 1,400 head.

As of Fourth Quarter's bankruptcy filing, the Ranch was home to and
continues to be home to livestock, comprising of approximately 468
commercial cattle, 11 horses, 13 heifer calves, and 2 steer calves.
The Ranch's complex cattle operations are run by Mr. Dick Beck, one
of the premier ranch managers in the United States, with Three
Trees Ranch, Inc., one of the largest purebred Angus operations in
the nation.

Little Suwanee Holdings, LLC, owns 95 percent of the membership
interests in the Debtor while J. Bruce Williams, Jr., holds the
remaining 5 percent.

Due to notices of foreclosure by MetLife, Fourth Quarter Properties
86 sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-10135)
in Newnan, Georgia, on Jan. 22, 2015.

The Debtor tapped Stone & Baxter LLP, in Macon, Georgia, as
bankruptcy counsel.  The Debtor also received approval to hire
Thomas A. Ogle to appraise its real property.

The Debtor disclosed $49,124,608 in assets and $75,377,946 in
liabilities in its schedules.

Debtor attended the Sec. 341 meeting of creditors on March 11,
2015.

No creditor's committee has been appointed in the Bankruptcy Case.

                           *     *     *

On the Debtor's motion, the Bankruptcy Court set Aug. 14, 2015 as
the bar date for filing of proofs of claim for any person or
entity.

The Debtor obtained approval to obtain a credit facility from
Fourth Quarter Properties 100, LLC in the maximum amount of
$500,000.  On Feb. 3, 2016, the Debtor obtained approval to extend
the term of the DIP financing to Oct. 31, 2016, and raise the
maximum amount to $1,750,000.


FOURTH QUARTER: Plan Has Requisite Acceptances to Be Confirmed
--------------------------------------------------------------
According to the balloting report from debtor Fourth Quarter
Properties 86, LLC's counsel, the Debtor's Plan of Liquidation
received the requisite acceptances to be confirmed:

   * Sublette County treasurer, with an $8,217 claim (Class 1),
     voted to accept the Plan.

   * MLIC, with a $26.8 million claim (Class 2), rejected the
     Plan.

   * John D. Phillips, with a $28.05 million claim (Class 3)
     accepted the Plan.

   * No ballots were received from non-tax priority claimants
     (Class 4).

   * Cushing, Morris, Armbuster & Montgomery, LLP, with a $2,797
     claim (Class 5), voted to accept the Plan.

   * Fourth Quarter Property 100, LLC, and 3 other claimants,
     with total claims of $19 million (Class 6), all voted to
     accept the Plan.

A copy of the Balloting Report is available for free at:

     http://bankrupt.com/misc/Fourth_Q_163_Ballot_Report.pdf

                       The Liquidating Plan

The Debtor's Plan proposes a liquidation under Chapter 11 of the
Bankruptcy Code.  The funds required for implementation of the Plan
and repayment of the DIP financing will be generated from operating
the cattle ranch and proceeds of the sale of personal property, and
funds required for the distributions will be provided from the
proceeds of the sale of the Real Property and Personal Property of
the Debtor.

According to the Disclosure Statement, the Plan provides that:

   * The allowed secured claims of governmental units (Class 1),
are unimpaired.  There are no known claims in this class.

   * The allowed secured claims of MLIC Asset Holdings, LLC and
MLIC CB Holdings, LLC (Class 2) in the stipulated amount of
$26,817,816 as of the Petition Date, plus interest at the
non-default rate of 5% per annum accrued from the Petition Date to
the Closing Date, plus postpetition reasonable attorney's fees and
costs, and less adequate protection payments will be paid in full
on the Effective Date from the net proceeds from the sale of the
Debtor's real property.  If the Property is not sold on or before
Oct. 31, 2016, the Debtor may surrender the Property in full and
final satisfaction of the MLIC Claim.

   * The allowed secured claim of John d. Phillips (Class 3), in
the stipulated Allowed Amount of $28,015,077, will be paid on the
Effective Date from the Net Proceeds of the sale of the Real
Property.  Claims in this class are not designated to be paid in
full under this Plan.  To the extent net proceeds from the sale of
the real property are insufficient to pay the Class 3 claim in
full, any deficiency will be treated as a Class 5 Claim.  In the
event of Surrender, the claim will only be entitled to distribution
pursuant to Class 5.

   * Non-tax priority claims (Class 4) are impaired and will be
paid in full, together with plan interest, on the effective date
from the net proceeds from the sale of Personal Property.

   * General unsecured claims (Class 5) will receive, pro rata, the
net proceeds of the sale of Personal Property of the Debtor,
following payment of Unclassified and Class 4 Claims in full.

   * Subordinated claims (Class 6) will be paid on a pro rata
basis, the remaining net proceeds from the sale of the Real
Property and Personal Property to the extent Net Proceeds are
available after distributions to allowed unclassified, and Class 1
to 5 Claims.

   * Equity interest holders of the Debtor (Class 7) will not
retain or receive any property under the Plan.

The Debtor filed its Plan and Disclosure Statement on Aug. 28,
2015.  On Dec. 23, 2015, the Debtor filed an Amended Disclosure
Statement.  A copy of the Amended Disclosure statement is available
for free at:

         http://bankrupt.com/misc/Fourth_Q_140_Am_DS.pdf

                       About Fourth Quarter

Fourth Quarter Properties 86, LLC, owns and operates the Little
Jennie Ranch.  The Ranch was created when several homesteads along
Dell Creek were combined, and now comprises of 3,011 acres just
north of the tiny community of Bondurant, Wyoming.  The Ranch is a
working cattle ranch and seeped in a rich history and has been in
operation since the 1950s and considered by many to be the crown
jewel of working cattle ranches in Wyoming.  Black Angus cattle
thrive on the property, which with its meadowlands and grazing
leases can provide sufficient forage for 1,100 to 1,400 head.

As of Fourth Quarter's bankruptcy filing, the Ranch was home to and
continues to be home to livestock, comprising of approximately 468
commercial cattle, 11 horses, 13 heifer calves, and 2 steer calves.
The Ranch's complex cattle operations are run by Mr. Dick Beck, one
of the premier ranch managers in the United States, with Three
Trees Ranch, Inc., one of the largest purebred Angus operations in
the nation.

Little Suwanee Holdings, LLC, owns 95 percent of the membership
interests in the Debtor while J. Bruce Williams, Jr., holds the
remaining 5 percent.

Due to notices of foreclosure by MetLife, Fourth Quarter Properties
86 sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-10135)
in Newnan, Georgia, on Jan. 22, 2015.

The Debtor tapped Stone & Baxter LLP, in Macon, Georgia, as
bankruptcy counsel.  The Debtor also received approval to hire
Thomas A. Ogle to appraise its real property.

The Debtor disclosed $49,124,608 in assets and $75,377,946 in
liabilities in its schedules.

Debtor attended the Sec. 341 meeting of creditors on March 11,
2015.

No creditor's committee has been appointed in the Bankruptcy Case.

                           *     *     *

The Debtor obtained approval to obtain a credit facility from
Fourth Quarter Properties 100, LLC in the maximum amount of
$500,000.  On Feb. 3, 2016, the Debtor obtained approval to extend
the term of the DIP financing to Oct. 31, 2016, and raise the
maximum amount to $1,750,000.


GREEN MOUNTAIN: Crimson Allowed to Pursue Charging Order
--------------------------------------------------------
A bankruptcy judge has lifted the automatic stay to allow Crimson
Peachtree Holdings LLC to pursue a charging order against the
membership interests of Daniel Cowart in Georgia Flattop Partners
LLC.

In a Feb. 2 ruling, Judge Barbara Ellis-Monro allowed the stay to
be lifted in the Chapter 11 case of Georgia Flattop, the parent
company of Green Mountain Management LLC.

The automatic stay is an injunction that halts actions by creditors
against a company in bankruptcy protection.

Mr. Cowart owns 100% of the membership interests of Georgia
Flattop, which was listed as a defendant in a petition for charging
order filed by Crimson in the Superior Court of Gwinnett, County
Georgia.

Separately, Judge Ellis-Monro approved a settlement between Georgia
Flattop and UMB Bank, which holds liens on the remaining assets of
the company and its subsidiary that include cash and the right to
proceeds of accounts receivable.

The agreement required the companies to pay $185,000 to UMB, and
another $300,000 for its fees and expenses.

Meanwhile, the companies will retain $372,000 "free of any claims
of UMB" for the benefit of the firms they hired in connection with
their bankruptcy.

In August last year, the companies sold most of their assets to Big
Sky Environmental LLC, which made a $2.4 million cash offer.  The
buyer also offered to assume some of the companies' liabilities.

The assets were supposed to be sold at an auction, with Big Sky as
the stalking horse bidder.  The auction was canceled after it
failed to draw competing bids, according to court filings.

The sale had drawn flak from various groups, most of which opposed
the sale of their collateral and the assumption by the buyer of
their contracts with the companies.

Mr. Cowart had also objected to the sale, arguing that Lee Katz,
Green Mountain's manager, lacks authority to sell the assets, Big
Sky was not a "good faith" purchaser and that the sale would only
benefit the buyer.

On August 28 last year, Mr. Cowart asked the bankruptcy judge to
reconsider her August 17 ruling that approved the sale and to put
on hold the closing of the sale.  Judge Ellis-Monro denied the
requests.
  
                        About Green Mountain

Green Mountain Management, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014. The
petition was signed by Daniel B. Cowart, sole member of Georgia
Flattop Partners, LLC, and chairman of Green Mountain Management,
LLC.  The Debtor estimated $10 million to $50 million in assets and
debt.  Georgia Flattop Partners, LLC is the managing member and
holders of 93% of the stock.

The case is assigned to Judge Barbara Ellis-Monro.

No official committee of unsecured creditors has been appointed,
and UMB Bank, n.a.'s request for the appointment of a trustee was
resolved consensually pursuant to this Court's order entered on
Nov. 20, 2014.

On May 29, 2015, the Debtor filed an application to employ Nelson
Mullins Riley & Scarborough LLP as its bankruptcy counsel.  

The filing came after the Debtor notified Alston & Bird LLP that
Green Mountain Aggregates LLC, Dan Cowart, Dan Cowart Inc. and the
Debtor intended to pursue claims against the law firm.

Alston & Bird was hired by the Debtor in 2014 to be its bankruptcy
counsel.  On June 1, 2015, the firm withdrew as its counsel.  On
June 2, 2015, Judge Ellis-Monro authorized the Debtor to hire
Atlanta-based Nelson Mullins to be its new bankruptcy counsel.

The Court established Oct. 9, 2015, as the deadline for file proofs
of claim against the Debtors.


HAGGEN HOLDINGS: Seeks Approval of Albertson's Settlement
---------------------------------------------------------
Haggen Holdings, LLC, et al. and the Official Committee of
Unsecured Creditors ask the U.S. Bankruptcy Court to approve their
settlement agreement with Albertson's LLC, Cerberus Capital
Management, L.P., et al., and Comvest Investment Partners IV, LP,
et al.

The Debtors and the Official Committee relate that AB Acquisition
LLC, and certain affiliates of AB Acquisition LLC, and Safeway Inc.
entered into an agreement whereby AB Acquisition LLC agreed to
acquire all of the outstanding shares of Safeway ("Merger"). They
further relate that in conjunction with the Merger, the Federal
Trade Commission initiated an investigation of the Merger and
ordered Albertson's and Safeway to divest 168 stores.  The Debtors
and the Official Committee added that Albertson's sold, and Haggen
acquired, 146 stores ("Divested Stores"), pursuant to an Asset
Purchase Agreement dated Dec. 10, 2014 ("2014 APA").

The Debtors and the Official Committee tell the Court that
Albertson's commenced an action against Haggen Holdings in the
Superior Court of the State of Delaware in and for New Castle
County, seeking payment for inventory sold and other related
charges and damages of at least $41,104,056 related to the 2014
APA, and asserting claims for breach of contract, anticipatory
breach of contract, fraud, and breach of the implied covenant of
good faith and fair dealing.  They further tell the Court that as a
result of the commencement of the Cases, the State Court Action was
stayed.  The Debtors and the Official Committee relate that Haggen
Holdings commenced an action against Albertson's in the United
States District Court for the District of Delaware, seeking damages
in excess of $1 billion for claims under Section 7 of the Clayton
Act, Section 2 of the Sherman Act, breach of contract,
indemnification, breach of the implied covenant of good faith and
fair dealing, fraud, unfair competition, misappropriation of trade
secrets under several state laws, conversion, and Washington's
Consumer Protection Act.

The Debtors and the Official Committee contend Albertson's denied
any liability for the claims asserted against it in the District
Court Action and asserted counter-claims ("Counter-Claims") seeking
approximately $100 million in damages against Haggen for claims
including breach of contract, fraud, breach of implied covenant of
good faith and fair dealing, recovery of attorneys' fees, and
recoupment.  They further contend that the Parties have engaged in
extensive negotiations in an effort to enter into the Settlement
Agreement, thereby avoiding the burden and expense of proceeding to
trial as well as minimizing the scope of, risks and costs
associated with complex litigation.  The Debtors and the Official
Committee believe that the Settlement Agreement will help preserve
the value of the Debtors' estates and contribute to maximizing the
recoveries of creditors in the Chapter 11 cases.

The Settlement Agreement contains, among others, these key terms:

     (a) Cash Payment: Within 3 business days after the occurrence
of the Effective Date, Albertson's shall pay $5,750,000 in cash to
a trust to be formed by the Committee ("Creditor Trust") for the
exclusive benefit of the unsecured creditors of the Debtors, other
than Haggen Holdings.
  
     (b) Allowed Claim: Upon the occurrence of the Effective Date,
Albertson's shall be deemed to have an allowed general unsecured
claim in the amount of $8,250,000 solely against the estate of
Haggen Holdings ("Holdco Claim"), provided, however, that
Albertson's will, upon the Effective Date, irrevocably and
unconditionally transfer the Holdco Claim, including all voting and
distribution rights with respect thereto, to the Creditor Trust.

     (c) Dismissal of Pending Litigation: Within 3 business days
after the Final Order Date, Haggen will file a stipulation
dismissing with prejudice the District Court Action, and
Albertson's will file a stipulation dismissing with prejudice the
State Court Action.

     (d) Releases: Upon the occurrence of the Effective Date, the
Haggen/Comvest Releasors will release the Albertson's/Cerberus
Releasees, and the Albertson's/Cerberus Releasors will release the
Haggen/Comvest Releasees from any and all claims, demands, causes
of action or sums owed, foreseeable or unforeseeable, which have
accrued at any time before the signing of the Settlement Agreement,
including both known and Unknown Claims, in any way relating to
Haggen, the State Court Action, the District Court Action, the 2014
APA, the Counter-Claims, the operation of Haggen's business, or
these Cases, including any and all causes of action arising under
chapter 5 of the Bankruptcy Code.

The Motion is scheduled for hearing on Feb. 17, 2016 at 2:00 p.m.
The deadline for the filing of objections to the Motion is set on
Feb. 10, 2016 at 4:00 p.m.

Haggen Holdings is represented by:

          Matthew B. Lunn, Esq.
          Robert F. Poppiti, Jr., Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1256
          E-mail: mlunn@ycst.com
                  rpoppiti@ycst.com

                - and -

          Frank A. Merola, Esq.
          Sayan Bhattacharyya, Esq.
          Elizabeth Taveras, Esq.
          STROOCK & STROOCK & LAVAN LLP
          180 Maiden Lane
          New York, NY 10038
          Telephone: (212)806-5400
          Facsimile: (212)806-6006
          E-mail: fmerola@stroock.com
                  sbhattacharyya@stroock.com
                  etaveras@stroock.com

The Official Committee of Unsecured Creditors is represented by:

          Bradford J. Sandler, Esq.
          Robert J. Feinstein, Esq.
          Peter J. Keane, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          Wilmington, Delaware 19801
          Telephone: (302)652-4100
          Facsimile: (302)652-4400
          E-mail: bsandler@pszjlaw.com
                  rfeinstein@pszjlaw.com
                  pkeane@pszjlaw.com

                      About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in
1933 as a single grocery store.  From 1933 to 2014, Haggen grew
into a 30-store family-run grocery chain, with stores located in
the northwestern United States.  From 2011 to 2014, Haggen reduced
its store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

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

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

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

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

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.

Haggen Holdings, LLC, and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
sell certain assets of Haggen OpCo North, LLC, free and clear of
liens, claims, interests and encumbrances to Albertson's LLC.

The assets which the Debtors seek to sell consist of certain
pharmaceutical assets of Haggen OpCo North, LLC ("Operating
Debtor") held at its store located at 11012 Canyon Rd. East in
Puyallup, Washington ("Puyallup Store").

The Debtors contend that Albertson's is the highest and best bidder
for such pharmaceutical assets.  The Debtors further contend that
the approval of the Purchase Agreement will generate cash proceeds
for the Debtors' estates.

The Purchase Agreement contains, among others, the following
relevant terms:

     (a) Purchase Price: The purchase price for the Assets is the
aggregate amount equal to (i) $1,025,000 collectively for the
Records and Goodwill, plus (ii) the cost of the Inventory
determined in accordance with the Purchase Agreement, subject to a
cap of $350,000.

     (b) Closing Date: The closing of the transaction shall take
place on the Transfer Date. The Transfer Date shall be March 9,
2016.

     (c) Assets: consist of the following:

          (i) All original and all copies of any and all
prescription records, customer records, lists and medication
profiles, and all other written or recorded information in any form
relating to the operation of the Pharmacy including, without
limitation, prescription refill logs, signature logs, prescription
hard copies, a computer backup tape and if requested by the Buyer,
a paper record of all patient profiles ("Records").

         (ii) The goodwill of the Pharmacy, which shall exclude,
for the avoidance of doubt, any trademarks, trade names, service
marks, logos or other intellectual property of Seller, any
proprietary technology of Seller and any rights or claims of Seller
related to ongoing litigation or similar matters, including any
claims against Buyer or its parents, subsidiaries or affiliates
("Goodwill").

        (iii) Seller's entire inventory of Prescription Drugs
located at the Pharmacy on the Transfer Date ("Inventory").

The Motion is supported by a declaration of Jonathan P. Goulding,
the Managing Director of Alvarez & Marsal North America, LLC
("A&M").  A&M was engaged by the Debtors to provide general
restructuring and financial advice.

Haggen Holdings is represented by:

          Matthew B. Lunn, Esq.
          Robert F. Poppiti, Jr., Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1256
          E-mail: mlunn@ycst.com
                  rpoppiti@ycst.com

                - and -

          Frank A. Merola, Esq.
          Sayan Bhattacharyya, Esq.
          Elizabeth Taveras, Esq.
          STROOCK & STROOCK & LAVAN LLP
          180 Maiden Lane
          New York, NY 10038
          Telephone: (212)806-5400
          Facsimile: (212)806-6006
          E-mail: fmerola@stroock.com
                  sbhattacharyya@stroock.com
                  etaveras@stroock.com

                      About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in
1933 as a single grocery store.  From 1933 to 2014, Haggen grew
into a 30 store family-run grocery chain, with stores located in
the northwestern United States.  From 2011 to 2014, Haggen reduced
its store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

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

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

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

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

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.


HAGGEN HOLDINGS: Seeks to Sell Puyallup Store Pharmaceutical Assets
-------------------------------------------------------------------
Haggen Holdings, LLC, and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
sell certain assets of Haggen OpCo North, LLC, free and clear of
liens, claims, interests and encumbrances to Albertson's LLC.

The assets which the Debtors seek to sell consist of certain
pharmaceutical assets of Haggen OpCo North, LLC ("Operating
Debtor") held at its store located at 11012 Canyon Rd. East in
Puyallup, Washington ("Puyallup Store").

The Debtors contend that Albertson's is the highest and best bidder
for such pharmaceutical assets.  The Debtors further contend that
the approval of the Purchase Agreement will generate cash proceeds
for the Debtors' estates.

The Purchase Agreement contains, among others, the following
relevant terms:

     (a) Purchase Price: The purchase price for the Assets is the
aggregate amount equal to (i) $1,025,000 collectively for the
Records and Goodwill, plus (ii) the cost of the Inventory
determined in accordance with the Purchase Agreement, subject to a
cap of $350,000.

     (b) Closing Date: The closing of the transaction shall take
place on the Transfer Date. The Transfer Date shall be March 9,
2016.

     (c) Assets: consist of the following:

          (i) All original and all copies of any and all
prescription records, customer records, lists and medication
profiles, and all other written or recorded information in any form
relating to the operation of the Pharmacy including, without
limitation, prescription refill logs, signature logs, prescription
hard copies, a computer backup tape and if requested by the Buyer,
a paper record of all patient profiles ("Records").

         (ii) The goodwill of the Pharmacy, which shall exclude,
for the avoidance of doubt, any trademarks, trade names, service
marks, logos or other intellectual property of Seller, any
proprietary technology of Seller and any rights or claims of Seller
related to ongoing litigation or similar matters, including any
claims against Buyer or its parents, subsidiaries or affiliates
("Goodwill").

        (iii) Seller's entire inventory of Prescription Drugs
located at the Pharmacy on the Transfer Date ("Inventory").

The Motion is supported by a declaration of Jonathan P. Goulding,
the Managing Director of Alvarez & Marsal North America, LLC
("A&M").  A&M was engaged by the Debtors to provide general
restructuring and financial advice.

Haggen Holdings is represented by:

          Matthew B. Lunn, Esq.
          Robert F. Poppiti, Jr., Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1256
          E-mail: mlunn@ycst.com
                  rpoppiti@ycst.com

                - and -

          Frank A. Merola, Esq.
          Sayan Bhattacharyya, Esq.
          Elizabeth Taveras, Esq.
          STROOCK & STROOCK & LAVAN LLP
          180 Maiden Lane
          New York, NY 10038
          Telephone: (212)806-5400
          Facsimile: (212)806-6006
          E-mail: fmerola@stroock.com
                  sbhattacharyya@stroock.com
                  etaveras@stroock.com

                      About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in
1933 as a single grocery store.  From 1933 to 2014, Haggen grew
into a 30 store family-run grocery chain, with stores located in
the northwestern United States.  From 2011 to 2014, Haggen reduced
its store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

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

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

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

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

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.


HORSEHEAD HOLDING: S&P Lowers CCR to 'D' on Ch. 11 Filing
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Pittsburgh-based zinc producer Horsehead Holding
Corp. to 'D' from 'SD'.  S&P also lowered its issue-level ratings
on the company's senior secured notes to 'D' from 'CCC'.

The rating action follows Horsehead's announcement that it has
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code. Horsehead is seeking court and secured
noteholder approval for a 12-month debtor-in-possession (DIP)
facility totaling $90 million provided by a group of lenders
holding in excess of 80% of the company's 10.5% secured notes.  S&P
will reassess its recovery ratings on Horsehead's prepetition debt
in light of the bankruptcy filing, including the potential impact
of the proposed DIP financing.



IMH FINANCIAL: To Continue Selling Non-Performing Assets
--------------------------------------------------------
IMH Financial Corporation issued a letter to the Company's
shareholders on Jan. 26, 2016, disclosing information regarding
recent retirement of debt, hotel renovations, and certain of the
Company's initiatives being undertaken.

According to the Company, it has fully retired the Five Mile
Capital loan of $36 million and the Karlin Capital REO loan of
$28.8 million.  The Company has also substantially completed the
renewal project at its hotel assets in Sedona.

The Company further said that it plans to continue selling its
non-performing assets in 2016.  

"Our plan was to have all of these assets sold by the end of the
first quarter of 2016, but the complex nature of our remaining
assets makes this task more challenging than we initially
anticipated.  We will continue to work diligently to sell these
assets, and have pushed our planned liquidation to late 2016/early
2017," Lawrence D. Bain, chairman and chief executive officer,
said.

"IMH will focus on expanding its recurring income portfolio in the
upcoming year.  We are looking for assets that will not only bring
us growing income annually, but growth in equity as well.  We are
looking at unique, boutique hotel assets that we can acquire or
build under the L'Auberge brand.  We hope to have some
announcements in the near future."

A copy of the Letter is available for free at:

                       http://is.gd/yp6Q9R

                       About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

IMH Financial reported a net loss attributable to common
shareholders of $39.5 million in 2014, a net loss attributable to
common shareholders of $26.2 million in 2013 and a net loss
attributable to common shareholders of $32.2 million in 2012.

As of Sept. 30, 2015, the Company had $208.56 million in total
assets, $121.78 million in total liabilities, $29.04 million in
redeemable convertible preferred stock, and $57.73 million in total
stockholders' equity.


IMMACULATA UNIVERSITY: S&P Affirms 'BB+' Rating, Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on the Chester County Health & Education Facilities
Authority, Pa.'s series 2013 MM2 fixed-rate revenue bonds and
series 2013 S3 variable-rate demand bonds, issued for Immaculata
University.  At the same time, Standard & Poor's affirmed its 'BB+'
long-term rating and underlying rating (SPUR) on the authority's
bonds for Immaculata.

In addition, Standard & Poor's affirmed its 'AA-/A-1' rating on the
series 2013 S3 revenue bonds.  The 'AA-' rating reflects S&P's
application of the joint-support criteria (medium correlation)
between Immaculata University and Manufacturers & Traders Trust
Co., the letter of credit (LOC) provider.  The 'A-1' short-term
component of the rating reflects the LOC provider's current
short-term rating.

"The negative outlook reflects our opinion of the university's
continued enrollment decline that has produced a full-accrual
operating deficit in fiscal 2015," said Standard & Poor's credit
analyst Charlene Butterfield, "and will likely pressure results
into fiscal 2016."  Management expects that enrollment will
increase for fall 2016 as to date, preliminary demand metrics are
ahead of those for the prior year.  Though rising enrollment could
lead to revenue growth and stronger operating performance, a trend
of improvement could take time to emerge.

S&P assessed Immaculata's enterprise profile as strong,
characterized by enrollment that we expect to improve in fall 2016
and beyond following several years of steady declines, a solid
retention rate compared with category medians, and solid financial
management practices.  S&P assessed its financial profile as
vulnerable, with low available resources ratios compared with debt
and expenses and consistent with category medians and a trend of
steadily decreasing operating performance culminating in a
full-accrual deficit for fiscal 2015.  Combined, S&P believes these
credit factors lead to an indicative stand-alone credit profile of
'bb+' and a final rating of 'BB+'.

"The 'BB+' rating reflects our assessment of Immaculata's
decreasing enrollment over the past five years," said
Ms. Butterfield, "and very high dependence on tuition and other
student-generated revenue."  Other weaknesses include:

   -- Low available resources ratios, and
   -- Limited endowment.

Securing the bonds is a general obligation of the university.

The Sisters, Servants of the Immaculate Heart of Mary founded
Immaculata University in Malvern sits on 165 acres approximately 20
miles west of Philadelphia.

"The negative outlook reflects our expectation that enrollment
declines are likely to pressure operating results through fiscal
2016," added Ms. Butterfield.  S&P expects that enrollment will
stabilize in fall 2016 and lead to revenue growth and stronger
operating performance during the next year.  S&P also expects that
available resources ratios will remain at or near current levels
during the next one-to-two years.

S&P could consider a return to a stable outlook during the next
year if enrollment improves substantially for fall 2016, allowing
for greater-than-expected revenue growth and a return to at least
break-even full-accrual operating performance for fiscal 2017, all
while available resources ratios remain at or near current levels.
Conversely, S&P could consider a lower rating, potentially by more
than one notch, during the next year if incoming freshmen
enrollment continues to decline in fall 2016, if full-accrual
operating deficits fail to diminish from current levels, or if
available resources ratios deteriorate.



INC RESEARCH: S&P Assigns 'BB' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB' corporate credit
rating on Raleigh, N.C.-based INC Research Holdings Inc. The
outlook is positive.  At the same time, S&P withdrew its 'BB'
corporate credit rating on INC Research LLC. INC Research Holdings,
Inc. is the parent entity of INC Research LLC, which S&P views as a
core subsidiary.

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

"INC Research's strong operating performance over the past several
quarters, highlighted by double-digit revenue growth and adjusted
EBITDA margins that are exceeding 24%, have enabled the company to
rapidly deleverage to the 2x to 3x range by the end of 2015," said
Standard & Poor's credit analyst Arthur Wong.  While S&P projects
some slowdown in revenue growth and a slight moderation of EBITDA
margins, S&P expects the company's leverage to remain under 3x over
the next two years.

INC Research is one of the larger players in the CRO industry,
which S&P projects to grow in the mid-single-digit range,
benefiting from increasing R&D activity among the midsize
pharmaceutical and biotech participants as well as increased rates
of outsourcing among Big Pharma.  S&P expects both the large
pharmaceutical companies and their smaller biotechnology
counterparts to continue outsourcing a growing portion of their
development efforts because of internal cost pressures, a focus on
core competencies, the lack of infrastructure to perform functions
in-house, and the increasing complexity of U.S. Food and Drug
Administration (FDA) requirements and protocols.

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

The likely pathway to a higher rating for INC Research is the
continued successful execution of the company's growth plans,
including maintaining book-to-bill ratios of greater than 1.2x,
growing revenues beyond $1 billion, continuing to add new clients,
especially larger pharmaceutical companies, at the same time it
maintains leverage under 3x and FFO to debt of greater than 30%.
INC Research is one of the larger players in the industry and its
margins are on the higher side.  However, the company has yet to
develop a significant presence among the larger pharmaceutical
companies.

Alternatively, should INC Research's credit measures further
improve to where leverage is under 2x long term and FFO to debt
exceeds 45%, S&P would consider an upgrade.  However, S&P believes
that scenario is unlikely, given that the company is likely to be
acquisitive as the CRO industry consolidates.  INC Research is also
likely to be opportunistic on the share repurchase front, as its
private equity sponsor continues to divest its ownership shares.

S&P could lower the rating if the company suffers an unexpected
operational setback that results in an exodus of clients or adopts
financial policies that are more aggressive than what S&P is
incorporating into the rating.

Specifically, should leverage climb to more than 3.5x over the
longer term, due to share repurchase or acquisition activity, S&P
would consider lowering the rating.  S&P estimates that this
translates into roughly $250 million to $300 million of capacity,
assuming no additional acquired EBITDA.



IPC CORP: S&P Assigns 'B' Rating on $125MM 1st Lien Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to $125 million of first-lien multi-currency
notes issued by Jersey City, N.J.-based IPC Corp.  The rating
outlook is stable.

S&P also affirmed both its 'B' corporate credit rating and 'B'
issue-level rating on the company's senior secured first-lien term
loan following the announcement that the company had issued $125
million of first-lien notes for private placement.  The recovery
rating on this debt remains '3', indicating S&P's expectation for
meaningful recovery (50%-70%; upper half of the range) for the
lenders in the event of a payment default.  In addition, S&P
affirmed its 'B-' issue-level rating on the company's senior
secured second-lien term loan.  The recovery rating on this debt
remains '5', indicating S&P's expectation for modest recovery
(10%-30%; lower half of the range) for the lenders in the
event of a payment default.

The ratings affirmation reflects S&P's expectation that pro forma
for the transaction and forecasted synergies, adjusted leverage
improves to about 5.7x for 2016, down from 6x in 2015.  This
includes a debt adjustment for the present value of the company's
operating leases as well as synergies that are achieved over a
12-24 month period.  In addition, S&P expects leverage to continue
to gradually improve, driven by low single-digit percent revenue
growth and stable EBITDA margins over the next 12-18 months.  Under
S&P's base-case scenario, the company will improve leverage to the
mid-5x area by fiscal year-end 2016 while continuing to generate
positive free operating cash flow.

"We believe that the company can achieve a high percentage of its
projected cost synergies by year-end 2017, driven mainly by a
reduction in SG&A and network optimization.  In addition, in our
view, Etrali's compliance and voice recording business should
complement IPC's compliance business.  In addition, increased
economies of scale, as a result of the acquisition, should further
support projected synergies," said Standard & Poor's credit analyst
William Savage.

IPC has been the global market segment leader, based on installed
turret positions and network communication services for traders.
With the acquisition of Etrali, IPC will control a significant
portion of the global trading communication systems and dealer
voice market.  The company's long-standing relationships with its
clients should help it to continue to capitalize on the market need
for state-of-the art communication technology and services for
traders.

Nevertheless, despite the company's leading market position, IPC
has historically been susceptible to volatility in demand for
trading systems.  Also, IPC has a concentrated product line, which
focuses primarily on the financial services sector.  Given the
uncertainty in the global economy, any unexpected drop in trading
volume could lead to financial institutions scaling back their
capital markets platforms or delaying upgrades.  In addition,
although enhanced voice services and data revenue is helping to
offset top-line pressure on voice services, the overall revenue
contribution from these products are still modest.  As a result,
S&P continues to assess the company's business risk profile as
weak.

S&P's outlook on the company is stable.  Over the next 12 months,
S&P expects low-single digit percent revenue growth and modest
deleveraging as IPC continues to benefit from the recurring revenue
associated with its long-term contracts, with free operating cash
flow remaining stable, and liquidity remaining adequate.



JHK INVESTMENTS: Has to Obtain Plan Confirmation by March 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut ordered
that that if JHK Investments, LLC's case remains pending after Dec.
1, 2015, it will have to obtain confirmation of a Plan of
Reorganization by March 31, 2016.

On Nov. 30, 2015, the Court entered an order extending the Debtor's
timetable for the filing and confirmation of a plan or, in the
alternative, convert the case to Chapter 7 or dismiss the case.

In this relation, the Court held that if the Debtor fails to meet
the deadline, the U.S. Trustee may file with the Court a
declaration certifying such non-compliance with service to the
Debtor and its counsel.  If the Debtor contradicts, the Court will
hold a hearing strictly limited to the issue of compliance and the
Court will determine whether the penalty for non-compliance is an
order converting the case to a case under chapter 7 or an order
dismissing the case.

Previously, the Debtor made several requests for an extension of
its deadline to file a plan of reorganization or motion to dismiss
Chapter 11 proceedings, or, in the alternative, converting the case
to Chapter 7 or dismiss the Debtor's case.

According to the Debtor, it needed more time to finalize the plan
support agreement which will provide the basis of a consensual
plan, and draft a plan and disclosure statement.  Senior secured
lender Bay City Capital Fund V., L.P., and Bay City Capital Fund V.
Co., Investment Fund L.P. did not object to the request.

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities.  Bankruptcy Judge Alan H. Shiff presides over the
case.  James Berman, Esq., Lawrence S. Grossman, Esq., Craig I.
Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C.,
represent the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


KALOBIOS PHARMACEUTICALS: Assures Bonuses Won't Go to Shkreli
-------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that beleaguered
drugmaker KaloBios floated a plan on Jan. 27, 2016, in Delaware
bankruptcy court to pay bonuses to its eight-person staff, saying
it risks losing its employees after the arrest of its ousted CEO
Martin Shkreli and assured the judge that none of the money will go
to the former chief executive.  KaloBios is seeking court
permission to pay out $378,000 in bonuses to its employees over the
next year, the bulk of which would be doled out before March 31.

                 About KaloBios Pharmaceuticals

Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a company biopharmaceutical company focused on the
development of monoclonal antibody therapeutics.

The Company's balance sheet at March 31, 2015, showed $32.0
million in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $16.1 million.

KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a
voluntary petition for bankruptcy protection under Chapter 11 of
Title 11 of the United States Bankruptcy Code.  The filing was
made in the U.S. Bankruptcy Court for the District of Delaware
(Case No. 15-12628).

The Company is represented by Eric D. Schwartz of Morris, Nichols,
Arsht & Tunnell.


KEMET CORP: Incurs $8.60 Million Net Loss in Third Quarter
----------------------------------------------------------
Kemet Corporation filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $8.60
million on $177 million of net sales for the quarter ended Dec. 31,
2015, compared to net income of $2.91 million on $201 million of
net sales for the same period in 2014.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $38.5 million on $551 million of net sales compared to net
income of $5.70 million on $629 million of net sales for the nine
months ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $707 million in total assets,
$583 million in total liabilities and $124.41 million in total
stockholders' equity.

Unrestricted cash and cash equivalents as of Dec. 31, 2015, of
$43.2 million decreased $13.2 million from $56.4 million as of
March 31, 2015.  The Company's net working capital (current assets
less current liabilities) as of Dec. 31, 2015, was $234 million
compared to $239 million as of March 31, 2015.  Cash and cash
equivalents held by the Company's foreign subsidiaries totaled
$23.9 million and $22.6 million at Dec. 31, 2015, and March 31,
2015, respectively.

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

                        http://is.gd/0aA85n

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."


                           *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1'
from 'B2' and the Probability of Default Rating to 'Caa1-PD' from
'B2- PD' based on Moody's expectation that KEMET's liquidity will
be pressured by maturing liabilities and negative free cash flow
due to the interest burden and continued operating losses at the
Film and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on KEMET to 'B-' from
'B+'.  "The downgrade is based on continued top-line and margin
pressures and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that S&P revised its outlook on
KEMET to 'stable' from 'negative'.  S&P affirmed the ratings,
including the 'B-' corporate credit rating.


KU6 MEDIA: Shanda Interactive Holds 69.9% of Ordinary Shares
------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Shanda Interactive Entertainment Limited, et al.,
disclosed that as of Feb. 1, 2016, they beneficially own
3,334,694,602 ordinary shares, Par Value $0.00005 Per Ordinary
Share, and American Depositary Shares, Each Representing 100
Ordinary Shares, of KU6 Media representing 69.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/KIm9fg

                          About Ku6 Media

Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content.  Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.

As of Dec. 31, 2015, the Company had $9.01 million in total assets,
$14.31 million in total liabilities and a $5.29 million total
shareholders' deficit.

PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company's recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes made, or planned to be made, in respect of the
Company's business model, raise substantial doubt about the
Company's ability to continue as a going concern.


KU6 MEDIA: To Consider "Going Private" Proposal
-----------------------------------------------
Ku6 Media Co., Ltd. announced that in response to the preliminary
non-binding proposal letter dated Feb. 1, 2016, received by the
Company's Board of Directors from Shanda Interactive Entertainment
Limited, the controlling shareholder of the Company, to acquire the
Company in a "going private" transaction, the Board has formed a
special committee of independent directors who are not affiliated
to any member of the Proposing Buyer consisting of Mr. Qingmin Dai,
Mr. Yong Gui and Ms. Jun Deng to evaluate the Proposal.  The
Special Committee intends to retain its own independent financial
advisor and legal counsel to assist it in its evaluation.

The Company cautions its shareholders and others considering
trading its securities that neither the Board nor the Special
Committee has made any decision with respect to the Company's
response to the Proposal.  There can be no assurance that any
definitive offer will be made by the Proposing Buyer or any other
person, that any definitive agreement will be executed relating to
the proposed transaction, or that the proposed transaction or any
other transaction will be approved or consummated.

                         About Ku6 Media

Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content.  Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.

As of Dec. 31, 2015, the Company had $9.01 million in total assets,
$14.31 million in total liabilities and a $5.29 million total
shareholders' deficit.

PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company's recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes made, or planned to be made, in respect of the
Company's business model, raise substantial doubt about the
Company's ability to continue as a going concern.


LAGO RESORT: S&P Assigns 'B-' CCR, Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to Tyre, N.Y.-based Lago Resort & Casino.
The rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '1'
recovery rating to Lago's proposed $15 million first-out revolving
credit facility and $240 million senior secured first-lien term
loan facility due 2022.  The '1' recovery rating indicates S&P's
expectation for very high (90% to 100%) recovery of principal in
the event of a payment default.  S&P also assigned its 'CCC+'
issue-level rating and '5' recovery rating to Lago's proposed
$85 million senior secured second-lien term loan facility due 2022.
The '5' recovery rating indicates S&P's expectation for modest
(10% to 30%; upper half of the range) recovery of principal in the
event of a payment default.

Lago plans to use proceeds from the proposed transaction, along
with about $100 million of equity financing from the company's
owners, a $15 million vendor financing facility, and $10 million of
operating cash flow to:

   -- Fund the development and construction of the Lago Resort &
      Casino;

   -- Fund the license and construction cost deposit payable to
      the State of New York;

   -- Establish an interest reserve to fund debt service through
      the construction period and the first three months following

      the opening of the casino; and

   -- Fund transaction fees and expenses.

"The 'B-' corporate credit rating reflects the challenge of opening
a new gaming project during a time of year when there is the
potential for significant disruption from severe weather
conditions, coupled with a thin interest reserve cushion (three
months) that provides little margin for error if the opening of the
casino is delayed or if the ramp up in operations is weaker than
anticipated," said Standard & Poor's credit analyst Stephen Pagano.


New gaming projects are often vulnerable to uncertain demand and
difficulties managing initial costs, which can lead to poor
profitability during the first several months of operations and
difficulties ramping up cash flow quickly enough to satisfy fixed
charges.

The stable rating outlook reflects S&P's belief that Lago will have
adequate funding in place to complete construction and that,
despite substantial debt funding, the property will ramp up
steadily to generate sufficient cash to service the capital
structure and maintain adequate liquidity.  In the first year of
operations, S&P is anticipating adjusted leverage to be in the
mid-5x area and for interest coverage to be in the mid-1x area,
which would be in line with S&P's highly leveraged financial risk
profile assessment.

S&P could lower the rating if construction or legal challenges
delay the project or cost overruns signal a potential liquidity
shortfall, particularly given a relatively thin interest reserve.
Additionally, S&P could lower the rating if operating results upon
opening are weaker than we expect, as this could lead to a
potential liquidity shortfall.

S&P is unlikely to consider a higher rating until the casino is
open and it can observe operating performance.  Ratings upside
would be contingent upon a successful opening and the company
generating enough cash flow to facilitate deleveraging, such that
S&P expects debt to EBITDA to track below 5x and EBITDA coverage of
interest expense above 2x.  Additionally, S&P could consider a
higher rating if the property opens and ramps up successfully and
Lago is able to sustain EBITDA margins in excess of 30%.



LAS AMERICAS: Plan Disclosures Hearing Continued to May 20
----------------------------------------------------------
Following a hearing on the disclosure statement explaining Las
Americas 74-75, Inc.'s Chapter 11 plan on Jan. 29, 2016, Judge
Edward A. Godoy in Puerto Rico ruled that:

     -- the debtor is to amend the disclosure statement and
        chapter 11 plan by Feb. 29, 2016;

     -- the hearing on disclosure statement is continued to
        May 20, 2016 at 9:30 a.m. at Courtroom #3 in Old San
        Juan; and

     -- the debtor is to notify all creditors of the hearing date
        when it files its amended disclosure statement and
        chapter 11 plan and file a certificate of service with
        the court.

The judge also ordered that a non-evidentiary hearing on the
jurisdictional issue as to the Debtor's motion for sanctions for
violation of the automatic stay and request for damages, as
supplemented is also scheduled for May 20, 2016, at 09:30 a.m.

The hearing on the Disclosure Statement has been adjourned several
times.  Secured creditor ALD Acquisitions, LLC, opposes the
approval of the Disclosure Statement, citing that the Disclosure
Statement contains misleading and false financial information.

                        The Chapter 11 Plan

According to the Disclosure Statement, the Debtor has filed a
Chapter 11 plan that proposes a 100% payment to creditors.

The Debtor says that through its bankruptcy proceeding, it will be
able to maximize the return of its assets while providing
distribution to all creditors, including payment to its secured
creditor ALD Acquisition, LLC.

ALD's claim secured with a first rank lien in the amount of
$4,380,000 over Lot No. 74 will be paid in full within 90 days
from the Effective Date.  ALD's allowed claim secured with a
second rank note in the amount of $3,250,000 over Lot No. 74 will
be paid within 90 days from the Effective Date.  General unsecured
claims of the Debtor will be paid in full within 24 months from
the Effective Date.  Holders of equity interests will not receive
distribution under the Plan until all senior classes are paid in
full.

The Debtor filed its plan of reorganization and its disclosure
statement on July 13, 2015.  A copy of the Disclosure Statement is
available for free at:

    http://bankrupt.com/misc/Las_Americas_55_DS.pdf

A copy of the first supplement to the Disclosure Statement filed on
August 11, 2015, is available for
free at:

    http://bankrupt.com/misc/Las_Americas_72_DS_Supplement.pdf

                     About Las Americas 74-75

Las Americas 74-75, Inc., was incorporate in 2004 by Porfirio
Guzman and Maria M. Benitez, and is the owner of certain real
estate property located at the Hato Rey Ward, in San Juan, Puerto
Rico, right next to the reorganized area of Plaza Las Americas.

Las Americas 74-75, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 15-01527) on March 2,
2015.

The petition was signed by Omar Guzman Benitez, vice president.

The case is assigned to Judge Edward Godoy.

Las Americas 74-75 tapped Carmen Conde Torres, Esq., at C. Conde &
Associates, in San Juan, Puerto Rico, as counsel; and Albert
Tamarez Vasquez as accountant.

Las Americas disclosed total assets estimated at $21.2 million and
total debt estimated at $18.7 million.


MAGNUM HUNTER: Files Amended Bankruptcy Rule 2015.3 Report
----------------------------------------------------------
Magnum Hunter Resource Corp. and its affiliates filed an amended
report with the U.S. Bankruptcy Court in Delaware, disclosing that
they hold 44.53% stake in Eureka Hunter Holdings LLC as of Jan. 20,
2016.

The companies earlier reported that they hold 45.53%.

The amended report is available without charge at
http://is.gd/MGbZYU

                  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.


MALIBU LIGHTING: Deadline to Remove Suits Extended to May 4, 2016
-----------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has given Malibu Lighting Corp.
until May 4, 2016, to file notices of removal of lawsuits involving
the company and its affiliates.

                       About Malibu Lighting

Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections
Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead
Case No. 15-12080) on Oct. 8, 2015.  The petition was signed by
David M. Baker as chief restructuring officer.  Judge Kevin Gross
is assigned to the case.

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

The Debtors have engaged Pachulski Stang Ziehl & Jones LLP as
counsel, Piper Jaffray Co. as investment banker and Kurtzman Carson
Consultants as claims and noticing agent.

MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.

ODC was a manufacturer and supplier of a variety of consumer goods,
including (a) outdoor cooking products, such as outdoor gas grills,
charcoal grills, smokers and fryers, (b) hand held lighting
products, such as flashlights and spotlights, (c) landscape
lighting products, and (d) parts and accessories associated with
the foregoing products.

MLC and ODC are currently winding down operations as a result of
the termination of a business relationship with principal customer,
Home Depot.

NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products.  NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats.  In addition, NCOC markets and
sells boat covers manufactured primarily from Chinese suppliers.

The Office of the U.S. Trustee appointed five creditors to the
official committee of unsecured creditors.  The committee is
represented by Lowenstein Sandler PC.


MASSILLON, OH: Moody’s Affirms 'Ba1' GOLT Debt Rating
-------------------------------------------------------
Moody's Investors Service has affirmed the underlying rating on
Massillon, OH's general obligation limited tax (GOLT) debt at Ba1.
Concurrently, Moody's has revised the outlook to positive from
stable.

The Ba1 rating reflects the city's improved general fund position
following the designation of fiscal emergency by the state and
partial progress on implementation of the city's financial recovery
plan. The rating additionally reflects the city's moderately-sized
tax base; below average socioeconomic profile; modest debt burden;
and above average exposure to unfunded pension liabilities.

Rating Outlook

Positive outlook reflects our expectation that the city's financial
position will continue to improve given additional revenue
enhancements and expenditure reductions available through a
potential income tax increase and elimination of minimum staffing
provisions.

Factors that Could Lead to an Upgrade

Improvement of socioeconomic indices

Demonstrated trend of balanced operations

Substantial increases in General Fund reserves

Factors that Could Lead to a Downgrade

Significant declines in the local economy and tax
base resulting in decreased income tax revenues

Return to imbalanced operations and General Fund
balance deficits

Failure to pay contractually required payments such
debt service, pension, and payroll

Legal Security

Debt service on the city's GOLT debt is secured by the city's
general revenues and taxing authority, subject to Ohio's statutory
10-mill limitation.

Use of Proceeds. Not applicable.

Obligor Profile

The City of Massillon is located 25 miles south of Akron covering
19.4 square miles. The city's population is 32,149.



MAYHEW & ASSOCIATES: In Bankruptcy; Creditors Meeting Feb. 12
-------------------------------------------------------------
The bankruptcy of Mayhew & Associates Inc. occurred on Jan. 21,
2016, and the first meeting of creditors will be held on Feb. 12,
2016, at 10:00 a.m., at the offices of Fasken Martineau DuMoulin
LLP, 333 Bay St., Suite 2400 in Toronto, Ontario.

   KSV Kofman Inc.
   Licensed Trustee in Insolvency and Restructuring
   150 King Street West, Suite 2308
   Toronto, Ontario M5H 1J9


MEG ENERGY: Moody's Cuts Corporate Family Rating to Caa2
--------------------------------------------------------
Moody's Investors Service downgraded MEG Energy Corp.'s Corporate
Family Rating (CFR) to Caa2 from B1, Probability of Default Rating
to Caa2-PD from B1-PD, secured bank credit facility rating to B3
from Ba2 and senior unsecured notes rating to Caa3 from B2. The
Speculative Grade Liquidity Rating was lowered to SGL-2 from SGL-1.
The rating outlook is negative. This action resolves the review for
downgrade that was initiated on January 21, 2016.

"The downgrade reflects the material decline in MEG's cash flows
expected in 2016 and 2017, which will result in very weak leverage
and coverage metrics," said Paresh Chari, Moody's Analyst.

Downgrades:

Issuer: MEG Energy Corp.

-- Probability of Default Rating, Downgraded to Caa2-PD from B1-
    PD

-- Corporate Family Rating, Downgraded to Caa2 from B1

-- Senior Secured Bank Credit Facility, Downgraded to B3(LGD2)
    from Ba2(LGD2)

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa3(LGD5) from B2(LGD5)

Outlook Actions:

Issuer: MEG Energy Corp.

-- Outlook, Changed To Negative From Rating Under Review

Ratings Lowered:

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

RATINGS RATIONALE

MEG's Caa2 Corporate Family Rating (CFR) reflects very weak
expected leverage metrics (debt to EBITDA exceeding 20x in 2016 and
2017, negative retained cash flow/debt) and EBITDA/interest
coverage (well below 1x). While MEG has substantial reserves in key
productive areas of the Athabasca oil sands region, it is
uneconomic at the current oil price. The rating favorably
recognizes MEG's good liquidity position for 2016.

The SGL-2 Speculative Grade Liquidity Rating reflects MEG's good
liquidity through 2016. As of September 30, 2015 and pro forma the
December asset sale MEG had C$461 million of cash. Combined with an
undrawn US$2.5 billion revolving credit facility, which matures in
2019, MEG will have ample liquidity to cover Moody's expected
negative free cash flow of about C$325 million through 2016. MEG
has no financial covenants and good sources of alternate liquidity
through its ability to monetize its 50% ownership in the Access
pipeline or other midstream assets.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the US$1.3 billion secured term loan, is rated B3, two notches
above the Caa2 CFR, reflecting the loss absorption cushion provided
by the lower ranking unsecured notes. The US$750 million, US$800
million and the US$1 billion senior unsecured notes are rated Caa3,
one notch below the CFR.

The negative outlook reflects Moody's view that MEG's capital
structure is untenable and will remain so for the next few years.

The rating could be upgraded to Caa1 if EBITDA to interest is above
1.5x and liquidity is adequate.

The rating could be downgraded to Caa3 if liquidity is likely to
weaken.

MEG is a publicly-listed Calgary, Alberta based
steam-assisted-gravity-drainage oil sands developer and operator
that produces over 80,000 bbls/day of bitumen.



MIDSTATES PETROLEUM: R/C IV Eagle Reports 21.1% Equity Stake
------------------------------------------------------------
R/C IV Eagle Holdings, L.P., Riverstone/Carlyle Energy Partners IV,
L.P., R/C Energy GP IV, LLC, disclosed that as of
Jan. 29, 2016, they beneficially own 2,286,039 shares of common
stock of Midstates Petroleum Company, Inc., representing 21.1
percent of the shares outstanding.  

On Jan. 25, 2016, Eagle Holdings sold an aggregate of 11,422 shares
of Common Stock at a weighted average price of $0.72 pursuant to
Rule 144.  On Jan. 26, 2016, Eagle Holdings sold an aggregate of
15,962 shares of Common Stock at a weighted average price of $0.67
pursuant to Rule 144.  On Jan. 27, 2016, Eagle Holdings sold an
aggregate of 31,769 shares of Common Stock at a weighted average
price of $0.70 pursuant to Rule 144.  On Jan. 28, 2016, Eagle
Holdings sold an aggregate of 36,667 shares of Common Stock at a
weighted average price of $0.83 pursuant to Rule 144. On Jan. 29,
2016, Eagle Holdings sold an aggregate of 206,502 shares of Common
Stock at a weighted average price of $1.06 pursuant to Rule 144.
On Feb. 1, 2016, Eagle Holdings sold an aggregate of 38,325 shares
of Common Stock at a weighted average price of $0.89 pursuant to
Rule 144.

A copy of the regulatory filing is available for free at

                      http://is.gd/D6oSlH

                About Midstates Petroleum Company

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

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

As of Dec. 31, 2014, the Company had $2.47 billion in total assets,
$2 billion in total liabilities and $466 million in total
stockholders' equity.

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

                             *    *    *

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

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


NATROL INC: Release of $20-Mil. Plan Reserves Approved
------------------------------------------------------
Judge Brendan Linehan Shannon on Jan. 28, 2016, granted a motion by
Leaf123, Inc., formerly known as Natrol, Inc., et al. ("Reorganized
Debtors") for entry of an order, in aid of implementation of their
confirmed Chapter 11 plan:

     -- approving the release of certain reserves established
        under the Plan; and

     -- finding that the Debtors' tax liabilities for the tax
        year, ended Dec. 31, 2014.

At the behest of the Reorganized Debtors, Judge Shannon ordered
that:

   * The Federal Section 505 Request and the State Section 505
Requests constitute good and sufficient notice of the Reorganized
Debtors' request for prompt determination under section 505 of the
Bankruptcy Code.

   * With the exception of the State of California, the Debtors'
federal and state tax liabilities for the tax year ended Dec. 31,
2014 have been discharged pursuant to Section 505 of the Bankruptcy
Code.

   * Upon submission of a declaration indicating that the
California Franchise Tax Board (the "FTB") has confirmed that (a)
the FTB has completed its examination, and (b) the Debtors' have no
outstanding tax liabilities to the State of California, the
Debtors' state tax liabilities for the tax year ended December 31,
2014 with respect to the State of California will be deemed
discharged pursuant to Section 505 of the Bankruptcy Code. Pending
the submission of such declaration, the Reorganized Debtors are
authorized and directed to maintain no reserve with respect to any
potential 2014 tax liability to the State of California.

   * The Reorganized Debtors are authorized and directed to release
in full any and all amounts remaining in the Tax Liability Reserve,
the Fee Claim Reserve, the General Unsecured Claims Reserve, the
GUC Representative Reserve, the Alleged Class Action Claims
Reserve, and the Administrative Expense Claims Reserve.

   * The Reorganized Debtors are authorized and directed to make
the Approved Distributions in the following amounts:

        a. New Natrol: $16,595,715;
        b. Mesrop Khoudagoulian: $2,706,542; and
        c. Plethico Professionals: $848,580.

   * In addition, the Reorganized Debtors are authorized and
directed to pay the Plethico Professional Gross Up Funds, as well
as any additional funds necessary to fully gross up the Plethico
Professionals in light of payments received as Approved
Distributions -- Gross Up Payments -- all consistent with the terms
of the Plan and the New Natrol Settlement Agreement, as follows:

        a. Stibbe Law Firm: $16,663;
        b. Szecskay Attorneys at Law: $2,731;
        c. UCMS Group Hungary Kft.: $2,858;
        d. Connolly Gallagher, LLP: $4,636; and
        e. Miller, Canfield, Paddock and Stone, P.L.C.: $140,406.

   * At this time, New Natrol is not required to a letter of
credit, security or other guarantee of payment as a condition to
the Reorganized Debtors' reduction of the Tax Liability Reserve.

   * Neither the Wind-Down Committee, the Reorganized Debtors, nor
any of their representatives, members, officers, directors,
employees, agents, counsel, or other advisors or professionals
shall have or incur any liability as a result of making the
Approved Distributions or the payment of the Gross Up Payments
contemplated herein based on the proposed reduction and
distribution of the Reserves.

                    Distribution of Released Funds

The following Reserves were established under the Plan:

  a. Alleged Class Action Claims Reserve - $5.1 million;
  b. Disputed Liabilities Reserve - $1.702 million;
  c. General Unsecured Claims Reserve – $1.812 million;
  d. Administrative Expense Claims Reserve - $280,000;
  e. Fee Claim Reserve - $4 million;
  f. GUC Representative Reserve - $125,000;
  g. Wind-Down Expense Reserve - $3.93 million; and
  h. Tax Liability Reserve - $20.1 million;

In seeking to release funds from the Reserves, the Debtors
explained that:

    * $18,001,644 remains in the Tax Liability Reserve.  The
Reorganized Debtors have been discharged from their federal and
state tax liabilities relating to the tax year ended December 31,
2014 (other than with respect to California).  Further, all
Priority Tax Claims were either (i) assumed by New Natrol as
Disputed Liabilities under the New Natrol Settlement Agreement,
(ii) otherwise asserted no liabilities against the Debtors, or
(iii) are barred by virtue of the Governmental Bar Date, and thus,
do not represent ongoing obligations of the Reorganized Debtors.

     * $1,598,142 remains in the Fee Claim Reserve.  As the Fee
Claim Bar Date has passed and the Final Fee Order is final and
non-appealable, there are no additional Fee Claims that would be
paid from the Fee Claim Reserve. As such, there is no longer a need
to maintain the Fee Claim Reserve.

     * $140,959 remains in the General Unsecured Claims Reserve.
All Allowed General Unsecured Claims have been satisfied and paid
in full, with Interest, and accordingly, there are no outstanding,
unresolved General Unsecured Claims against the estates.  As such,
there is no longer a need to maintain the General Unsecured Claims
Reserve.

     * Funds currently in the GUC Representative Reserve total
$84,769.  All outstanding invoices of the GUC Representative and/or
any professionals retained by the GUC Representative, have been
paid in full and no amounts are due or outstanding. As such, there
is no longer a need to maintain the GUC Representative Reserve.

      * $45,412 remains in the Alleged Class Action Reserve, which
represents funds in excess of the amounts of all Allowed Alleged
Class Action Claims.  All of the Alleged Class Action Claims have
been expunged and/or settled and paid, pursuant to orders of this
Court.  As such, there is no longer a need to maintain this
Reserve.

     * Funds currently in the Administrative Expense Claims Reserve
total $279,910.  The Administrative Expense Claim Bar Date passed
on Aug. 20, 2015.  No Administrative Expense Claims were filed by
the Administrative Expense Claim Bar Date.  As such, there is no
longer a need to maintain this Reserve

Among many other features, the Plan authorized, approved, and
incorporated by reference a settlement agreement -- New Natrol
Settlement Agreement -- by and among the Debtors, on the one hand,
and the Aurobindo Parties on the other, which fully resolved, among
other things, the issues raised in the Complaint filed by New
Natrol against Plethico Netherlands, Plethico Hungary, and Plethico
India -- Plethico Parties -- and the Debtors (Adv. Pr. No. 15-50258
(BLS), alleging, among other things, various fraud-based causes of
action stemming from the $132.5 million sale of the Debtors' assets
to Aurobindo.

Consistent with the terms of the Plan and the New Natrol Settlement
Agreement, the Debtors sought to make the following Distributions
from the funds released from the Reserves to these parties:

      Recipient                Gross Amounts    Source of Funding
      --------                 -------------    -----------------
      New Natrol                 $16,595,715  Non-Tax Reserves  
                                               And TLR Funds

      Mr. Khoudagoulian            $2,706,542  Non-Tax Reserves
                                               and TLR Funds

      Plethico Professionals         $848,580  Non-Tax Reserves
                                               And TLR Funds
                               --------------
      TOTAL APPROVED
      DISTRIBUTIONS               $20,150,836

These Approved Distributions are based on the following pro rata
allocation established by the New Natrol Settlement Agreement and
calculated by the Wind- Down Committee: 82.03% to New Natrol (up to
$23.3 million, inclusive of funds already received), 13.38% to Mr.
Khoudagoulian (up to $3.8 million, inclusive of funds already
received), and 4.59% to the Plethico Professionals (up to $1.5
million, less the funds remitted to the U.S. Plethico Counsel).

                         Sec. 505 Requests

The Reorganized Debtors also sought a finding that their tax
liabilities for the tax year ended December 31, 2014 have been
discharged, pursuant to applicable law, including section 505(b)(2)
of the Bankruptcy Code.

Pursuant to section 505(b)(2), a debtor is discharged from its tax
liability after a section 505 request is made if the governmental
unit to which the 505 request was directed "does not notify the
trustee, within 60 days after such request, that such return has
been selected for examination." 11 U.S.C. Sec. 505(b)(2)(A)(i).
With the exception of the states of Oklahoma and California, the
Reorganized Debtors have not received any such notifications and
the 60-day deadline for any taxing authority to select the 2014
Returns for examination has expired, and as noted, the Reorganized
Debtors received correspondence from the IRS providing that their
2014 Federal Return had not been selected for examination.

On Nov. 10, 2015, the Oklahoma Tax Commission notified the
Reorganized Debtors that their Oklahoma state return had been
selected for examination, thereby triggering the 180-day
examination period prescribed by Section 505(b)(2)(A).  However, on
Nov. 19, 2015, the Oklahoma Tax Commission further notified the
Reorganized Debtors that its examination of the Oklahoma 2014 State
Return had been completed and there were no tax liabilities due and
owing for 2014.

On Dec. 18, 2015, the State of California Franchise Tax Board
informed the Reorganized Debtors that their 2014 State Return had
been selected for examination, pursuant to Section 505(b).  The
Reorganized Debtors' 2014 State Return for California reflects that
a refund in excess of $1.2 million (after applying credits to
satisfy the Reorganized Debtors' 2015 tax liability) is owed to the
Reorganized Debtors and that no amounts are or could be due and
owing by the Reorganized Debtors for 2014.  For this reason, the
Reorganized Debtors submit that is it not necessary to reserve any
funds in the Tax Liability Reserve on account of the examination of
the 2014 State Return by the California Franchise Tax Board.

With the exception of California, any additional 2014 federal and
state tax liabilities have been discharged by operation of Section
505(b)(2) of the Bankruptcy Code, the Debtors told the Court.

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

     http://bankrupt.com/misc/Natrol_1386_M_Plan_Imp.pdf

                          *     *     *

As set forth in the Motion, payment of the Approved Distributions
was contingent upon the dismissal of the Hungarian Proceedings with
respect to Plethico Hungary.

On Jan. 25, 2016, the Hungarian Court entered an order dismissing
the Hungarian Proceedings.  On Jan. 27, 2016, the Reorganized
Debtors filed a Notice of Dismissal of Hungarian Proceedings with
the Court.

As set forth in Motion, whether the Plethico Professional Gross Up
Fund payments were to be made to the Plethico Professionals
remained unresolved as of the date of the filing of the Motion, and
was to be the subject of an agreement among the parties or a
subsequent order of this Court.  Subsequent to the filing of the
Motion, New Natrol, the Reorganized Debtors, and Miller, Canfield,
Paddock & Stone, P.L.C (the lead Plethico Professional) came to an
agreement with respect to this issue and the Revised Proposed Order
reflects that the Plethico Professional Gross Up Fund payments
shall be made in the amounts set forth therein.

The Reorganized Debtors received no formal objections to the Motion
prior to the Objection Deadline. The Reorganized Debtors received
informal comments from the California Franchise Tax Board (the
"FTB") which comments have been incorporated into a revised
proposed form of order (the "Revised Proposed Order") submitted the
Court for approval.

A copy of the Jan. 28 Order, which was based from the Revised
Proposed Order submitted by the Reorganized Debtors, is available
for free at:

    http://bankrupt.com/misc/Natrol_1395_Plan_Imp_Ord.pdf

                        About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc., sold herbs and
botanicals, multivitamins, specialty and sports nutrition
supplements made to support health and wellness throughout all ages
and stages of life.  Natrol, Inc., was a wholly owned subsidiary of
Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO).

Natrol, Inc., and its six affiliates sought bankruptcy protection
(Bankr. D. Del. Case No. 14-11446) on June 11, 2014.  The case is
assigned to Judge Brendan Linehan Shannon.  The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.  The Debtors' Claims and Noticing Agent is
Epiq Systems INC.

The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

The Official Committee of Unsecured Creditors tapped Otterbourg
P.C. as lead counsel; Pepper Hamilton LLP as Delaware counsel; and
CMAG as financial advisors.

                            *     *     *

On Nov. 10, 2014, the Debtors held an auction for the sale of the
assets, and Aurobindo Pharma USA Inc. emerged as the successful
bidder.  The Court approved the sale and the sale closed on Dec.
4,
2014.  The Debtors changed their names to Leaf123, Inc., following
the sale.

The Debtors filed a Chapter 11 plan of liquidation, pursuant to
which tax refunds and credits, all shares of capital stock or
other
equity interests in Natrol UK, all avoidance actions not otherwise
purchased by the Buyer under the Purchase Agreement, the proceeds
from prepetition litigation, the proceeds from the sale
transaction, and certain other assets are being pooled and
distributed to persons or entities holding allowed claims in
accordance with the priorities of the Bankruptcy Code.

On May 22, 2015, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming the Liquidating Plan dated as
of May 22, 2015.

Leaf123, Inc., formerly known as Natrol, Inc., et al., notified
that on June 17, 2015, the effective date occurred with respect to
their Second Amended Joint Liquidating Plan.


NEW GOLD: S&P Lowers CCR to 'B+' on Weak Cash Flow Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Toronto-based gold producer New Gold
Inc. to 'B+' from 'BB-'.  The outlook is stable.

At the same time, Standard & Poor's revised its anchor on the
company to 'b' from 'b+', following its revision of New Gold's
financial risk profile to highly leveraged from aggressive.  S&P
continues to view the company's liquidity as strong, which also
contributes to the one-notch uplift to the anchor score and 'B+'
corporate credit rating.

Standard & Poor's also lowered its issue-level rating on the
company's senior unsecured notes to 'B+' from 'BB-'.  The '3'
recovery rating on the notes is unchanged and corresponds with
meaningful (50%-70%, at the higher end of the range) recovery in a
simulated default scenario.

"The downgrade primarily reflects our expectation that the company
will generate lower-than-expected earnings and cash flow over the
next two years, resulting in weaker core credit ratios," said
Standard & Poor's credit analyst Jarrett Bilous.

The change in S&P's estimates mainly reflects the downward revision
to its gold and copper price assumption for 2016 and 2017, and
updated cost guidance provided by the company.  As a result, S&P
now expects the company to generate a weighted-average, adjusted
debt-to-EBITDA ratio of close to 5x and funds from operations
(FFO)-to-debt of about 12% over the next two years, which breach
S&P's previous downside rating triggers.

S&P revised its financial risk assessment on New Gold to highly
leveraged from aggressive based on S&P's estimate of the company's
prospective core credit ratios, as well as the heightened risk
associated with continuing free cash flow deficits.  S&P has not
changed its weak business risk assessment, which results in a
'b/b-' anchor score.  S&P selects the higher of the two scores
based on the comparative strength of the company's core credit
ratios.

The stable outlook on New Gold reflects Standard & Poor's view that
the company will generate adjusted debt-to-EBITDA of close to 5x in
2016.  In addition, S&P expects the company to maintain strong
liquidity over this period despite expected free operating cash
flow deficits notably related to high discretionary capital
expenditures for its Rainy River project.

S&P could lower the rating if it revises New Gold's liquidity
assessment to adequate, which, in S&P's view, could result from
higher-than-expected free cash flow deficits over the next 12
months.  S&P would also consider a downgrade if the company's
adjusted debt-to-EBITDA ratio increases well beyond 6x this year,
with reduced prospects for deleveraging in line with S&P's
expectations beyond 2016.

S&P could consider a positive rating action if it expects New Gold
to generate an adjusted debt-to-EBITDA ratio below 4x and adjusted
FFO-to-debt above 20% on a sustainable basis, while maintaining
strong liquidity.  In this scenario, S&P would expect to increase
its price assumptions for gold and copper and lower its cash cost
assumptions, with no change in the company's estimated gold
output.



NEWBURY COMMON: 9 Additional Affiliates' Case Summary
-----------------------------------------------------
Affiliates of Newbury Common Associates, LLC filing separate
Chapter 11 bankruptcy petitions:

       Debtor                                   Case No.
       ------                                   --------
       Newbury Common Member Associates, LLC    16-10320
       1 Atlantic St.
       Stamford, CT 06901

       Century Plaza Investor Associates, LLC   16-10321

       Seaboard Hotel Associates, LLC           16-10322

       Seaboard Hotel LTS Associates, LLC       16-10323

       Park Square West Associates, LLC         16-10324

       Clocktower Close Associates, LLC         16-10325

       One Atlantic Investor Associates, LLC    16-10326

       220 Elm Street I, LLC                    16-10327

       300 Main Street Associates, LLC          16-10328

Chapter 11 Petition Date: February 3, 2016

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

Debtors' Counsel: Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax: 302-571-1253
                  Email: rbrady@ycst.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by Marc Beilinson, chief restructuring
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
SSC, Inc.                            Trade Debts       $250,518
P.O. Box 135
Battleboro, VT 05302

SPAGS NE LLC dba                     Trade Debts       $147,389
Lionheart Maintenance

Tri-Star Services Inc.               Trade Debts       $133,790

Berkowitz, Trager &                  Professional      $126,633
Trager, LLC                            services

Propark Inc.                          Trade Debts       $94,008

IMCS, LLC                            Professional       $93,000
                                      services

CBRE, Inc.                           Professional       $56,231
                                       services

Diserio, Martin, O'Connor            Professional       $36,730
& Castiglioni LLP                      services

Jonathan Nehmer + Assoc., Inc.        Professional      $30,931
                                        services

Drivers Unlimited Inc.                Trade Debts       $29,954

City of Stamford                         Taxes          $29,895

Stamford WPCA                         Trade Debts       $29,733

Kencal Maintenance Corporation        Trade Debts       $27,961

Kravet Realty, LLC                    Professional      $26,126
                                        services

Karps True Value Hardware              Trade Debts      $23,125

Redniss & Mead, Inc.                  Professional      $22,353
                                         services

ASD Construction, LLC                 Trade Debts       $22,328

My Slidelines, LLC                    Trade Debts       $20,757

Carpet City                           Trade Debts       $20,707

Heller And Johnsen                    Professional      $19,709
                                       services

One Solution Services, LLC            Trade Debts       $19,091

Great Northern Elevator Co. LLC       Trade Debts       $16,803

City Carting & Recycling              Trade Debts       $16,391

American Furniture Rental             Trade Debts       $11,626

Connecticut Materials                 Trade Debts       $11,224
Testing Lab, Inc.

Sky View Buildings, LLC               Trade Vendors     $11,176

Pelliccione & Assoc., LLC              Professional      $9,985
                                         services

Grosso Custom Builders                Trade Vendors      $9,622

KM Communications Services            Trade Vendors      $9,267

Carmody Torrance Sandak                Professional      $9,033
                                         services


NEWSTAR FINANCIAL: S&P Revises Outlook to Neg. & Affirms 'BB-' ICR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
NewStar Financial Inc. to negative from stable.  At the same time,
S&P affirmed its 'BB-' long-term issuer credit rating on NewStar.

"The outlook revision reflects NewStar's rising leverage relative
to our tolerance for the rating," said Standard & Poor's credit
analyst Matthew Carroll.  Debt to adjusted total equity increased
to 4.5x as of Sept. 30, 2015, from 3.2x as of Dec. 31, 2014, and
S&P believes NewStar's leverage may further increase in 2016.
NewStar's strategic relationship with GSO Capital has benefited the
company's business position, in our view, by expanding its lending
opportunities, which contributed to a 36% increase in NewStar's
loans and leases, net (including loans held-for-sale) to $3.4
billion as of Sept. 30, 2015, from $2.5 billion as of Dec. 31,
2014.  However, leverage has increased with the growth in assets.

The negative outlook reflects NewStar's rising leverage, as
measured by debt to adjusted total equity.  S&P expects the
company's strategic relationship with GSO and Franklin Square will
continue to generate lending opportunities for NewStar, and the
company will continue to make predominantly senior loans.  S&P
expects earnings to gradually increase, as a result of growth in
its loan portfolio, assets under management, and higher balance
sheet leverage.

S&P could lower the rating if leverage rises above about 5x.  S&P
could also lower the rating if it believes that NewStar's rapid
growth is leading to deterioration in its credit standards, or if
more challenging market conditions lead to a weaker funding and
liquidity profile, in S&P's view.

S&P could revise the outlook to stable if NewStar maintains
leverage below 4.5x while maintaining its lending and underwriting
standards with good credit performance and improving
profitability.



NNN MET CENTER: Court OKs Glast Phillips as Transactional Counsel
-----------------------------------------------------------------
NNN Met Center 15 39, LLC and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Northern
District of California to employ Kenneth R. Stein, Esq., of Glast,
Phillips & Murray, P.C., as its special transactional counsel,
effective as of the July 31, 2015 petition date.

Glast Phillips was engaged under a July 24, 2015 letter agreement
with the Debtors to assist them in organizing a new company,
terminating the tenant-in-common (TIC) structure, closing the
restructuring transaction, and negotiating and closing new
financing for the project, all within the context of a contemplated
court-approved Chapter 11 plan of reorganization. A limited amount
of those services has been provided since the Petition Date. No
retainer was required under Letter Agreement.

Glast Phillips and Mr. Stein provided services to the Debtors prior
to the Petition Date. Glast Phillips received $10,000 from the
Debtors on July 29, 2015, which was applied to outstanding
prepetition invoices of Glast Phillips, leaving a balance due of
$82,343.57 as of the petition date, which counsel understands will
be treated as a general unsecured claim in these cases.

Glast Phillips will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Kenneth R. Stein assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

Glast Phillips can be reached at:

       Kenneth R. Stein, Esq.
       GLAST, PHILLIPS & MURRAY, P.C.
       14801 Quorum Drive, Suite 500
       Dallas, TX 75254
       Tel: (972) 419-7119
       Fax: (972) 419-8329
       E-mail: kstein@gpm-law.com

                   About NNN Met Center 15 39

NNN Met Center 15 39 and 32 entities are each the owners of
varying, undivided tenancy-in-common ("TIC") interests in a
commercial real property commonly known as "Met Center 15",
situated at 7301 Metro Center Dr., Austin, Texas.  The property
consists of a commercial building, containing 257,600 square feet
of rentable area, on 26.83 acres of land.

NN Met Center 15 39 and 32, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Cal. Lead Case No. 15-42359) on July 31,
2015.  Alan Sparks, as manager and responsible individual, signed
the petitions.  

NNN Met Center 15 39, LLC, disclosed total assets of $32,003,866
and total liabilities of $28,143,523 as of the Petition Date.  

Judge William J. Lafferty presides over the cases.  

The Debtors tapped The Law Offices of Darvy Mack Cohan as counsel,
and Elkington Shepherd LLP as their local counsel.

On Aug. 12, 2015, the Court entered an amended order approving the
joint administration of the cases.

The claims bar date expired on Oct. 30, 2015.


NORTHERN BLIZZARD: Moody's Cuts Corporate Family Rating to B2
-------------------------------------------------------------
Moody's Investors Service downgraded Northern Blizzard Resources
Inc.'s Corporate Family Rating (CFR) to B2 from B1, Probability of
Default Rating to B2-PD from B1-PD and confirmed the senior
unsecured notes rating at B3. The Speculative Grade Liquidity
Rating was lowered to SGL-3 from SGL-2. The rating outlook is
negative. This action resolves the review for downgrade that was
initiated on January 21, 2016.

"The downgrade reflects the decline in Northern Blizzard's cash
flows expected in 2016 and 2017, which will result in weaker cash
flow based leverage metrics," said Paresh Chari, Moody's Analyst.

Downgrades:

Issuer: Northern Blizzard Resources Inc.

-- Probability of Default Rating, Downgraded to B2-PD from B1-PD

-- Corporate Family Rating, Downgraded to B2 from B1

Outlook Actions:

Issuer: Northern Blizzard Resources Inc.

-- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Northern Blizzard Resources Inc.

-- Senior Unsecured Regular Bond/Debenture, Confirmed at B3(LGD5)

Ratings Lowered:

Issuer: Northern Blizzard Resources Inc.

-- Speculative Grade Liquidity Rating to SGL-3 from SGL-2

RATINGS RATIONALE

Northern Blizzard's B2 Corporate Family Rating (CFR) reflects the
high leverage (debt to EBITDA 5x; retained cash flow/debt of 12%)
expected in 2017, which will still benefit somewhat from oil
hedges. The rating also reflects Northern Blizzard's concentration
in heavy oil coming from mature fields in western Saskatchewan that
mostly require enhanced oil recovery (EOR) in order to increase
production. The EOR developments include water flooding, polymer
flooding and thermal projects that require a significant amount of
development capital and entail higher operating expenses than
conventional primary production. Moody's expects production will
likely decline by roughly 10% in 2016 and 2017. The rating is also
supported by Northern Blizzard's adequate liquidity position.

Northern Blizzard 's SGL-3 rating reflects adequate liquidity
through 2016. As of September 30, 2015 Northern Blizzard had
minimal cash and C$463 million available (after LCs) under its
C$475 million borrowing base revolving credit facility, which will
term out in July 2016 and mature one year later. Moody's expects
positive free cash flow of about C$60 million in 2016. Moody's
expects Northern Blizzard will be well within compliance with its
two financial covenants through this period.

There are no other debt maturities in the next two years. Alternate
liquidity is limited given that substantially all of the company's
assets are pledged under the revolver.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated B3, one notch below the CFR,
reflecting the priority ranking of the C$475 million borrowing base
revolving credit facility in the capital structure.

The negative outlook reflects Moody's expectation that Northern
Blizzard's EBITDA and leverage will continue to worsen beyond 2017
without an improvement in realized prices.

The rating could be upgraded to B1 if retained cash flow to debt
was likely to remain above 20% and if EBITDA to interest was above
4x.

The rating could be downgraded to B3 if retained cash flow to debt
was likely to fall below 10%, EBITDA to interest was likely to
decline towards 2x or if liquidity worsened.

Northern Blizzard is a Calgary, Alberta-based exploration and
production company that produces roughly 20,000 boe/day of which
about 90% is heavy oil.



OAKS OF PRAIRIE: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Oaks of Prairie Point Condominium
        c/o Howes Property Management
        129 E. Calhoun Street
        Woodstock, IL 60098

Case No.: 16-80238

Chapter 11 Petition Date: February 3, 2016

Court: United States Bankruptcy Court
       Northern District of Illinois (Rockford)

Judge: Hon. Thomas M. Lynch

Debtor's Counsel: Thomas W. Goedert, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 S. LaSalle St., Suite 3705
                  Chicago, IL 60603
                  Tel: 312-641-6777
                  Fax: 312-641-7114
                  Email: tgoedert@craneheyman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Donna Smith, property manager.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb16-80238.pdf


OSAGE EXPLORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Osage Exploration and Development, Inc.
        2445 Fifth Avenue, Suite 310
        San Diego, CA 92101

Case No.: 16-10308

Type of Business: Exploration and production company with
                  interests in oil and gas wells

Chapter 11 Petition Date: February 3, 2016

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtor's Counsel: Mark A. Craige, Esq.
                  CROWE & DUNLEVY
                  500 Kennedy Building
                  321 S. Boston
                  Tulsa, OK 74103
                  Tel: (918) 592-9878
                  Fax: (918) 599-6318
                  Email: mark.craige@crowedunlevy.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Kim Bradford, president, CEO and
Chairman.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AAA Fiberglass Repair LLC                                $91,083

APSS Inc.                                                $78,828

Bull Directional                                         $83,798
Drilling Specialits Ltd

DRI Oilfield Services LLC                               $151,392

Elynx Technologies LLC                                   $61,403

Flint Energy Services Inc.                              $206,310

Horizon Mud Company                                      $88,168

Jackson Electrical Construction LLC                      $85,479

L. Jackson Construction Services                         $65,896

Lane's Motor Freight Lines Inc.                          $92,500

Manhattan Pipeline LLC                                  $244,641

MidCentral Completion Services LLC                       $66,022

Mike Jordan Company, LLC                                 $77,261

Multilift Wellbore Technology Ltd.                       $68,425

Peak Oilfield Services LLC                              $175,588

Propetro                                                $338,764
PO Box 204464
Dallas, TX
75320-4464

Shebester-Bechtel, Inc.                                 $177,655

Sundance Energy Inc.                                  $1,784,691
13524 Railway Dr.
Oklahoma City, OK 73114

The Commissioners of the Land                            $69,014
Office

Vinson & Elkins LLP                                      $65,041


OSAGE EXPLORATION: Files Voluntary Chapter 11 Bankruptcy Petition
-----------------------------------------------------------------
Osage Exploration and Development, Inc., an independent exploration
and production company focused on the Horizontal Mississippian and
Woodford plays in Oklahoma, disclosed that on Tuesday, February 3,
2016, it filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code in the U.S. Bankruptcy Court for the Western
District of Oklahoma in Case No. 16-10308-SAH.

                    About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

The Company incurred a net loss of $34.5 million on $12.7 million
of total operating revenues for the year ended Dec. 31, 2014,
compared with net income of $3.85 million on $8.02 million of total
operating revenues for the year ended Dec. 31, 2013.

Mayer Hoffman McCann P.C., in San Diego, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has incurred recurring losses from operations and, as of
Dec. 31, 2014, has current liabilities significantly in excess of
current assets.  These conditions, among others, raise substantial
doubt about its ability to continue as a going concern, the
auditors said.

As of June 30, 2015, the Company had $25.07 million in total
assets, $39.72 million in total liabilities and a stockholders'
deficit of $14.64 million.

                         Bankruptcy Warning

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is dependent upon achieving
profitable operations and obtaining additional financing.  Our cash
flows and results of operations depend to a great extent on the
prevailing prices for oil and gas.  Prolonged or substantial
declines in oil / and/or gas prices may materially and adversely
affect our liquidity, the amount of cash flows we have available
for our capital expenditures and other operating expenses, our
ability to access credit and capital markets and our results of
operations.  There is no assurance additional funds will be
available on acceptable terms or at all.  In the event the Company
is unable to continue as a going concern, management may elect or
be required to seek protection from creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary petition
in bankruptcy," the Company said in its quarterly report for the
period ended June 30, 2015.


PARAMOUNT RESOURCES: Moody's Cuts Corporate Family Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded Paramount Resources Ltd.'s
Corporate Family Rating (CFR) to Caa2 from B1, Probability of
Default Rating to Caa2-PD from B1-PD and senior unsecured notes
rating to Caa3 from B3. The Speculative Grade Liquidity Rating was
lowered to SGL-4 from SGL-3. The rating outlook is negative. This
action resolves the review for downgrade that was initiated on
January 21, 2016.

"The downgrade reflects the material decline in Paramount's cash
flow expected in 2016 and 2017, which will result in weak leverage
and coverage metrics," said Paresh Chari, Moody's Analyst. "We also
expect that Paramount will likely see a reduction in its borrowing
base in 2016, potentially leaving it with inadequate liquidity."

Downgrades:

Issuer: Paramount Resources Ltd.

-- Probability of Default Rating, Downgraded to Caa2-PD from B1-
    PD

-- Corporate Family Rating, Downgraded to Caa2 from B1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa3(LGD5) from B3(LGD5)

-- Senior Unsecured Shelf, Downgraded to (P)Caa3 from (P)B3

Ratings Lowered:

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

Outlook Actions:

Issuer: Paramount Resources Ltd.

-- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Paramount's Caa2 Corporate Family Rating (CFR) primarily reflects
weak liquidity (SGL-4), including a likely borrowing base
short-fall in spring 2016, high expected leverage (2017 debt/EBITDA
around 12x), and weak interest coverage (2017 EBITDA/interest near
1.2x). Paramount's concentration in the Montney play in western
Alberta exposed the company to numerous midstream outages in 2015
which prevented the company from reaching production of 60,000
boe/d in the second half of 2015. Moody's expects production to be
below 47,500 boe/d in 2016, down significantly from Moody's prior
expectations.

The SGL-4 Speculative Grade Liquidity Rating reflects Paramount's
weak liquidity through 2016. At September 30, 2015, Paramount had
C$21 million of cash and about C$140 million available under
Tranche A of the borrowing base credit facility that terms out in
May 2016 and matures one year later. Moody's expectation is that
Paramount will not have enough revolver availability to fund
expected negative free cash flow of C$130 million in 2016,
factoring in an expected reduction in the company's borrowing base
which will be re-determined in spring 2016. Paramount has some
flexibility to raise funds from midstream sales and/or by selling
shares from its equity investments (January 2016 market value of
about C$90 million) or other non-core assets. Paramount has no
maintenance financial covenants and no upcoming maturities until
December 2019.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the notching of the senior unsecured notes at Caa3, one notch below
the Caa2 CFR, reflects priority ranking debt in the form of the
C$900 million secured revolving credit facility relative to the
unsecured notes.

The negative outlook reflects Moody's view that Paramount's
liquidity, leverage and interest coverage will deteriorate in
2017.

The rating could be upgraded to Caa1 if liquidity becomes adequate,
which is possible if the midstream assets are sold, and if EBITDA
to interest was likely to rise above 1.5x.

The rating could be downgraded to Caa3 if liquidity weakens
further.

Paramount is a Calgary, Alberta-based exploration and production
(E&P) company focused in the Montney formation in Alberta, with
production of about 47,500 boe per day net of royalties (barrel of
oil equivalent) (50% natural gas and 50% liquids).



PATERSON CHARTER: S&P Affirms BB+ Rating on Bonds, Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB+' rating on Paterson Charter
School for Science & Technology (PCSST), charter school revenue
bonds issued by the New Jersey Economic Development Authority.

"The negative outlook reflects our view of the decline in liquidity
as a result of the one-time spend on technology and capital
investments, which, although expected, was substantial, and a
violation of the 1.1x coverage covenant based on audited fiscal
2015 governmental fund statements, which was not an event of
default but required the retention of a management consultant,"
said Standard & Poor's credit analyst Stephanie Wang.

The weaknesses are partially offset by S&P's view of strong
enrollment and demand coupled with strong academic performance and
adequate coverage for the rating based on our calculations using
entity wide financials.  The school also expressed possible
expansion plans for the high school, which may involve leasing
additional space or issuing additional debt, although nothing has
been finalized.  The details of the expansion are not part of this
analysis.

The rating on the bonds is solely based on Paterson Charter
School's credit quality after determining the bankruptcy remoteness
of Railway Ave Properties LLC based on a true sale. Railway Avenue
Properties is a wholly owned subsidiary of Apple Educational
Services (Apple), PCSST's 501(c)(3) educational service provider.

The negative outlook reflects S&P's view of the weakened liquidity
levels, which are no longer commensurate with rating medians and a
violation of the coverage covenant, which required the retention of
a management consultant.  A negative rating action is possible
should the school continue to violate covenants with no improvement
plan, cash levels decline further from current levels, and
operations deteriorate as a result of declining enrollment or poor
expense management.  The potential expansion of the high school and
addition of debt without commensurate growth in the financials
would also be viewed negatively.  A revision to stable is possible
should the school be in compliance with all financial covenants,
cash improves from current levels, coverage remains consistent with
the rating medians, and enrollment and demand remain strong.



PEREGRINE MIDSTREAM: Files Voluntary Ch.11 Bankruptcy Petition
--------------------------------------------------------------
Peregrine Midstream Partners LLC, and its affiliates Peregrine
Rocky Mountains LLC, Ryckman Creek Resources Holding Company LLC,
and Ryckman Creek Resources LLC (the "Companies") filed for
voluntary bankruptcy under chapter 11 of the U.S. Bankruptcy Code
in the Bankruptcy Court for the District of Delaware (the "Court")
on February 2, 2016.  The Companies disclosed that on February 3,
2016 they completed a successful "First Day Hearing" before the
Court, allowing them to access interim debtor-in-possession
financing.

The Court provided interim approval for the Companies'
debtor-in-possession bridge facility, providing the Companies with
adequate liquidity to continue operations during the chapter 11
process, and continue ongoing discussions with their lenders to
restructure the Companies' capital structure.

The Companies' operations at the Ryckman Creek Natural Gas Storage
Facility in Uinta County, Wyoming continue, and the facility will
continue to operate during the chapter 11 process.

Rob Foss, Chief Executive Officer, said, "Filing for chapter 11 was
a difficult decision for the company and our stakeholders; however,
given the significant liquidity challenges facing the company we
had no alternative available.  [Tues]day's hearing and approval of
our debtor-in-possession financing, on an interim basis, will
provide us the ability to finalize discussions with our lenders on
a restructuring plan that maximizes value for all constituents.  We
appreciate the continuing support of our vendors, customers, and
employees as we work through the restructuring process.  Throughout
this process we will continue to serve our current and future
customers through our strategically located storage facility in
Wyoming."

                           About Ryckman

Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016.  The petitions were signed
by Robert Foss as chief executive officer.  Kevin J. Carey has been
assigned the case.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC as management provider, Evercore Group
LLC as investment banker, and Kurtzman Carson Consultants LLC as
claims and noticing agent.

The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.  As of the Petition Date, Ryckman had
approximately $333 million of prepetition bank debt.


PREMIER BANK: Atty Pleads Not Guilty to Embezzlement as Trustee
---------------------------------------------------------------
Jacob Fischler at Bankruptcy Law360 reported that a suspended
Florida lawyer indicted on federal embezzlement charges has pled
not guilty to stealing funds from Premier Bank Holding Co.'s estate
while serving as the Debtor's Chapter 7 trustee.

In a four-minute arraignment before U.S. Magistrate Judge Monte C.
Richardson on Jan. 6, 2016, attorney William Reid Penuel pled not
guilty to one count of embezzlement by a trustee and one count of
making a false statement, according to court records.  Judge
Richardson set a Feb. 2 deadline for discovery motions.


PRODUCTION RESOURCE: S&P Lowers CCR to 'CCC-', Outlook Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New York-based Production Resource Group
Inc. (PRG) to 'CCC-' from 'CCC+'.  The outlook remains negative.

At the same time, S&P lowered its issue-level rating on the
company's $250 million asset-based lending (ABL) revolving credit
facility due April 2016 to 'CCC+' from 'B'.  The recovery rating
remains at '1', indicating S&P's expectation for very high recovery
(90%-100%) of principal in the event of a payment default.

S&P also lowered its rating on PRG's $150 million second-lien term
loan due 2019 to 'CCC-' from 'CCC+'.  The recovery rating remains
at '4', indicating S&P's expectation for average recovery (30%-50%;
upper half of the range) in the event of a payment default.

In addition, S&P lowered its issue-level rating on the company's
$400 million 8.875% senior unsecured notes due 2019 to 'CC' from
'CCC-'.  The recovery rating remains '6', indicating S&P's
expectation for negligible recovery (0%-10%) of principal in the
event of a payment default.

"The downgrades reflect the risk that PRG may not be able to
refinance its ABL due April 15, 2016," said Standard & Poor's
credit analyst Dylan Singh.  "The company does not have sufficient
liquidity, in our view, to repay the outstanding balance on its
$250 million ABL revolver due April 15, 2016 ($184 million
outstanding as Sept. 30, 2015)."

The negative rating outlook reflects S&P's view that PRG could face
a default in April 2016 when its ABL revolver matures.  S&P
believes the company will not have sufficient liquidity to repay
the outstanding balance if the revolver's maturity date is not
extended.

S&P could lower its corporate credit rating on PRG if the company
is unable to extend the maturity date of its ABL revolver due April
2016.

S&P could revise the outlook to stable or raise the rating if PRG
is able to extend or refinance its ABL revolver before it matures
in April 2016.



QUANTUM CORP: Eric Singer Reports 9.9% Stake as of Jan. 29
----------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Eric Singer disclosed that as of Jan. 29, 2016, he
beneficially owns 26,241,996 shares of common stock of Quantum
Corporation representing 9.9 percent of the shares outstanding.

The aggregate percentage of Shares reported by the Reporting Person
is based upon 263,919,475 Shares outstanding, which is the total
number of Shares outstanding as of Oct. 30, 2015, as reported in
the Issuer's quarterly report on Form 10-Q, filed with the
Securities and Exchange Commission on Nov. 6, 2015.

Mr. Singer is the managing member of VIEX GP and VIEX Capital.

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

                      http://is.gd/x5XZJO

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

Quantum reported net income of $16.7 million on $553 million of
total revenue for the year ended March 31, 2015, compared to a net
loss of $21.5 million on $553 million of total revenue for the year
ended March 31, 2014.

As of Sept. 30, 2015, the Company had $305 million in total assets,
$384 million in total liabilities and a $78.5 million total
stockholders' deficit.


QUANTUM FUEL: $471,410 Interest Payment to Samsung Heavy Deferred
-----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc.'s wholly-owned
subsidiary, Schneider Power Inc. and its indirect wholly-owned
subsidiary, Zephyr Farms Limited entered into a Second Amendment to
Master Amendment Agreement with Samsung Heavy Industries Co. Ltd.
pursuant to which the parties agreed to defer until July 31, 2016,
approximately $471,410 of interest owed by Zephyr to Samsung under
the Master Amendment Agreement, as amended, that was originally
scheduled to be paid on Jan. 31, 2016.  A copy of the Second
Amendment to Master Amendment Agreement is available for free at
http://is.gd/ZGDFTk

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss of $14.9 million in 2014, a net
loss attributable to stockholders of $23.0 million in 2013, a net
loss attributable to stockholders of $30.9 million in 2012 and a
net loss attributable to common stockholders of $38.5 million in
2011.

As of Sept. 30, 2015, the Company had $67.5 million in total
assets, $45.5 million in total liabilities and $22.0 million in
total stockholders' equity.


RAIN CII: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------
Moody's Investors Service downgraded the ratings of Rain CII Carbon
LLC, including the corporate family rating (CFR) to B3 from B2,
probability of default rating (PDR) to B3-PD from B2-PD, and senior
secured ratings to B3 from B2. The outlook is negative.

Downgrades:

Issuer: Rain CII Carbon LLC

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

-- Corporate Family Rating, Downgraded to B3 from B2

-- Backed Senior Secured Regular Bond/Debenture, Downgraded to B3

    (LGD3) from B2 (LGD3)

-- Issuer: Rain Escrow Corporation

-- Backed Senior Secured Regular Bond/Debenture, Downgraded to B3

    (LGD3) from B2 (LGD3)

Outlook Actions:

Issuer: Rain CII Carbon LLC

-- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The downgrade reflects the company's persistently weak debt
protection metrics, with Debt/ EBITDA, as adjusted by Moody's,
tracking at levels that exceed those normally appropriate for a B
rating, following the increase in debt to fund the early 2013
acquisition of Ruetgers. Due to the challenging industry
conditions, we expect no material improvement over the next 12-18
months.

A significant proportion of revenue is derived from sales of CPC
and CTP to the aluminum industry, which continues to face headwinds
and will continue to pressure performance, even though the company
has been able to maintain the spread between the CPC selling prices
and input costs by relaxing quality specifications. We acknowledge
that the company's new coal tar distillation plant developed by a
joint venture with its Russian partner PAO Severstal (Ba1, stable),
commenced operations in December 2015, and will increase the
company's coal tar distillation capacity going forward. We expect
that improved performance at Ruetgers and increased geographic
reach will help offset the continued pressure on the company's
domestic CPC and CTP sales.

We believe that the company will maintain adequate liquidity over
the next four quarters, supported by roughly neutral free cash
flows and its cash position. Liquidity is further enhanced by a
$100 million asset-based revolver (ABL) that expires in 2020. We
expect the company to maintain sufficient availability under the
ABL over the next four quarters.

The negative outlook reflects our expectation that the company's
leverage will continue to be excessive for the rating category over
the next 12-18 months.

The ratings could experience downward pressure if the fundamentals
of its business were to further dramatically deteriorate or key
suppliers or off-takers were to move their business or curtail
operations. In addition, the rating could be negatively impacted if
leverage, as measured by the debt/EBITDA ratio, continues to be
sustained around current levels or if liquidity deteriorates.

Given the relatively modest size of the company, its exposure to
commodity-like products, dependency on the aluminum industry as an
end market, and weak performance, upward rating movement is
unlikely over the next 12 to 18 months. However, the rating or
outlook could be favorably impacted should the company show
sustained improvement in operating performance. Specifically, the
ability to sustain leverage (as measured by debt/EBITDA) of less
than 5.0 times could lead to a positive rating action.

Rain CII Carbon LLC (RCC) is a wholly owned subsidiary of Rain
Carbon Holdings LLC which is an indirect wholly owned subsidiary of
Rain Industries Limited (RIL), an Indian domiciled company. RCC and
its sister subsidiary Rain CII Carbon (Vizag) Limited (RCCVL), an
Indian domiciled calcining company, are among the top calciners
globally. RCC sells calcined petroleum coke (CPC) for two principal
end uses: the production of aluminum and the production of titanium
dioxide, although the aluminum industry remains the company's most
significant end market. RCC also sells steam and electricity from
waste heat generated during the calcining process. Through its
Ruetgers N.V. (Ruetgers) subsidiary, the company also engages in
coal tar distilling and the production of coal tar pitch (CTP),
along with co-products such as naphthalene oil, aromatic oils and
other carbon chemicals. For the twelve months ending September 30,
2015, RCC generated approximately $1.3 billion of revenues.



RCS CAPITAL: Files Joint Plan of Reorganization
-----------------------------------------------
RCS Capital Corporation, et. al., filed with the U.S. Bankruptcy
Court for the District of Delaware their Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.

Under the Plan, claims against the Debtors are classified into 10
categories.  Only three classes are entitled to vote, namely: (1)
First Lien Claims, (2) Second Lien Claims, and (3) General
Unsecured Claims.

The First Lien Claims will be Allowed in the aggregate amount of
$556 million.  On the Effective Date, (i) in exchange for and in
full satisfaction, settlement, release, and discharge of its pro
rata share of $50 million of the aggregate amount of Allowed First
Lien Claims, each holder of an Allowed First Lien Claim will
receive its Pro Rata Share of 38.75% of the Reorganized Holdings
Equity Interests, and (ii) in exchange for and in full
satisfaction, settlement, release, and discharge of its Pro Rata
share of $500 million of the aggregate amount of Allowed First Lien
Claims, each holder of an Allowed First Lien Claim will receive its
Pro Rata share of the New Second Lien Facility.

The Second Lien Claims will be Allowed in the aggregate amount of
$153.2 million, with $50 million of those Allowed Claims to be
treated as Secured Second Lien Claims and $103.2 million to be
treated as Second Lien Deficiency Claims.  On the Effective Date:

   (i) in exchange for and in full satisfaction, settlement,
       release, and discharge of its Pro Rata share of the  
       aggregate Allowed Secured Second Lien Claims, each
       holder of an Allowed Second Lien Claim will receive its Pro
       Rata Share of 38.75% of the Reorganized Holdings Equity
       Interests; and

  (ii) in exchange for and in full satisfaction, settlement,
       release, and discharge of its Pro Rata share of the
       aggregate Allowed Second Lien Deficiency Claims, each   
       holder of an Allowed Second Lien Claim will receive its
       Pro Rata share of Class Units, entitling the holders
       thereof to receive a share of the distributions of the
       Litigation Asset Proceeds allocated to the holders of Class

       B Units pursuant to a creditor trust distribution
       schedule.  

On the Effective Date, each holder of an Allowed General Unsecured
Claim, in exchange for and in full satisfaction, settlement,
release, and discharge of such Allowed General Unsecured Claim,
will receive its Pro Rata share of Class A Units, entitling the
holders thereof to receive its share of the Creditor Trust Assets
allocated to holders of General Unsecured Claims in accordance with
the Creditor Trust Distribution Schedule.

All funds necessary to make distributions pursuant to the Plan will
be obtained from the cash balances of the Debtors or the
Reorganized Debtors on the Effective Date or such subsequent dates
on which Distributions are payable and loan proceeds from an exit
facility.

On the Effective Date, 5.0% of the Reorganized Holdings Equity
Interests will be reserved for distribution to members of
management of Reorganized RCS in accordance with the Management
Incentive Plan, the terms of which will be developed by the Board
of Reorganized RCS.  Any Reorganized Holdings Equity Interests
provided to management in excess of the reserved 5.0% will dilute
all holders of Reorganized Holdings Equity Interests pro rata.

On the Effective Date, the term of each member of the current board
of directors of each Debtor will automatically expire.

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

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

                       About RCS Capital

New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor.  With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.

RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016.  The petitions were signed by David
Orlofsky as chief restructuring officer. The Debtors disclosed
total assets of $1.97 billion and total debts of $1.39 billion.

The Debtors have engaged Dechert LLP as general counsel, Young
Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper
Management, LLC as restructuring advisor, Lazard Freres & Co. LLC
as investment banker and Prime Clerk LLC as administrative advisor
and claims and noticing agent.


RCS CAPITAL: Obtains Commitment for $100-Mil. DIP Financing
-----------------------------------------------------------
RCS Capital Corporation, et al., are asking permission from the
Bankruptcy Court to obtain postpetition financing and use cash
collateral.

The Debtors had entered into a Superpriority Secured
Debtor-in-Possession Term Loan Agreement among RCS Capital, as
borrower, the guarantors party thereto from time to time, Barclays
Bank PLC, as administrative agent, collateral agent, sole lead
arranger, sole bookrunner and sole syndication agent, and the DIP
Lenders.  Certain prepetition lenders under the Prepetition Secured
Facilities will act as lenders under the DIP Facility.

"Based on the Debtors' financial analysis and projections, absent
approval of the DIP Facility and the Debtors' access to Cash
Collateral, to which the Prepetition Agents have consented, the
Debtors will not have sufficient cash to, among other things,
continue operating their businesses, maintain business
relationships with their vendors and suppliers, pay employee wages
in the ordinary course, make necessary capital expenditures and
capital lease payments, or satisfy other working capital and
operational needs, provide funding to each non-Debtor broker-dealer
subsidiary of the Borrower as required to maintain sufficient
capital and liquidity to permit continued operation of such
broker-dealer subsidiary, including as may be required under
applicable laws, regulations and supervisory requirements during
the pendency of the Bankruptcy Cases," according to Robert F.
Poppiti, Jr., Esq., Young Conaway Stargatt & Taylor, LLP.

The DIP Facility provides an aggregate principal amount of $100
million, $25 million of which will be available following entry of
an interim order by the Court.

Borrowings under the Credit Facility bear a non-default interest
of per annum rate equal to 8.00%, payable monthly in cash.  In an
event of default, the interest rate is per annum rate equal to
10.00%, payable on demand.

The Debtors propose to grant liens and super-priority claims to the
lenders providing the DIP Facility.

                       About RCS Capital

New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor.  With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.

RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016.  The petitions were signed by David
Orlofsky as chief restructuring officer. The Debtors disclosed
total assets of $1.97 billion and total debts of $1.39 billion.

The Debtors have engaged Dechert LLP as general counsel, Young
Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper
Management, LLC as restructuring advisor, Lazard Freres & Co. LLC
as investment banker and Prime Clerk LLC as administrative advisor
and claims and noticing agent.


RCS CAPITAL: Seeks Leave to File Plan Without Disclosure Statement
------------------------------------------------------------------
RCS Capital Corporation, et al., filed a motion with the Bankruptcy
Court seeking leave to file their Joint Plan of Reorganization
without concurrently filing an accompanying disclosure statement
for the Plan.  The Debtors intend to file the Disclosure Statement
within five days of the Petition Date.

The Debtors said they have been unable to complete the Disclosure
Statement and all of its requisite parts and afford the Plan
support parties a sufficient opportunity to review the document in
its entirety prior to being filed.

According to the Debtors, a substantial amount of their time were
spent in negotiating and executing a restructuring support
agreement, which is the lynchpin of the Company's consensual
restructuring and provides the roadmap to the Debtors' successful
emergence from Chapter 11.  In addition, the Debtors have devoted
significant efforts to, among other things, negotiating and
documenting the Plan, the Debtors' proposed post-petition financing
facility and the accompanying documents, carefully preparing their
first-day pleadings to ensure a smooth transition into Chapter 11,
and coordinating the logistics of filing these Chapter 11 cases.

                       About RCS Capital

New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor.  With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.

RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016. The petitions were signed by David
Orlofsky as chief restructuring officer. The Debtors disclosed
total assets of $1.97 billion and total debts of $1.39 billion.

The Debtors have engaged Dechert LLP as general counsel, Young
Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper
Management, LLC as restructuring advisor, Lazard Freres & Co. LLC
as investment banker and Prime Clerk LLC as administrative advisor
and claims and noticing agent.


RCS CAPITAL: Seeks to Assume Restructuring Support Agreement
------------------------------------------------------------
RCS Capital Corporation, et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to assume a
restructuring support agreement by and among the Debtors and
certain of their key stakeholders, dated as of Jan. 29, 2016, to
ensure that their restructuring will proceed as planned.

The Restructuring is supported by overwhelming majorities of the
lenders under the First Lien Facility and the Second Lien Facility,
and by Luxor Capital Group L.P. and its affiliates, which hold the
majority of the Debtors' unsecured debt.  As part of this global
compromise, Luxor agreed to support a Chapter 11 plan that provides
significant recoveries to all unsecured creditors equally.  The
Debtors believe that, absent the global compromise embodied in the
RSA, recoveries by unsecured creditors would fall significantly
below what the agreed Restructuring
contemplates.

The Restructuring Support Agreement provides for, among other
things, (a) an agreement among the Company and constituencies that
include holders of approximately 92.5% in principal face amount in
amount of the Company's first lien secured credit facility and
approximately 87.6% in principle face amount of the Company's
second lien secured credit facility and Luxor, which holds the
majority of the unsecured claims against the Debtors, to support
the proposed Restructuring, (b) $150 million of new-money financing
through a new DIP Facility and Exit Facility

provided by the Supporting Parties and other lenders under the
First Lien Facility and Second Lien Facility to fund the
administration of the Bankruptcy Cases and the operations of the
Company, including, importantly, the non-debtor entities that make
up the Retail Business, (c) an aggressive retention program for the
Independent Financial Advisors that generate the Retail Business's
sales to their customer base, (d) equitization of $50 million in
face amount of the First Lien Facility and equitization of the
Second Lien Facility in its entirety, (e) conversion of the
Company's remaining obligations under the First Lien Facility into
obligations under a New Second Lien Facility that will have a lower
interest rate and longer tenor than the existing First Lien
Facility, (f) the funding of a trust for the benefit of unsecured
creditors with a combination of $12 million cash, warrants and
certain claims and causes of action to be distributed ratably among
the Debtors' unsecured Creditors, (g) the agreement to cap
deficiency claims under the Second Lien Facility at $105 million
and forgo distributions on account of such deficiency claims from
the first $30 million of the Creditor Trust's litigation assets and
all of its non-litigation assets and (h) the financial and
operational restructuring of the Company into a going concern
focused on its core Retail Business.

The Restructuring Support Agreement also contemplates a carefully
orchestrated implementation of the Restructuring that includes
first, the filing of these pre-negotiated Bankruptcy Cases for RCS
Capital Corporation and the other Debtors not directly involved in
the operation of the Retail Business, second, the forbearance of
the Supporting Parties and eventual release of obligations with
respect to the Retail Business's Regulated Entities that guaranteed
the Secured Facilities in order to insulate such Regulated Entities
from Chapter 11 entirely and third, the
filing of chapter 11 cases for the BD HoldCos only on a delayed,
prepackaged basis impairing only the claims under the Secured
Facilities.  

The Debtors believe that proposing this pre-arranged Restructuring
with overwhelming support from major secured and unsecured creditor
constituencies at the outset of the Bankruptcy Cases will allow the
Company to minimize negative consequences to the Retail Business.

                           Plan Treatment

The Restructuring Support Agreement specifies the treatment of
prepetition claims of the Debtors, including the following:

    a. In exchange for and in satisfaction of (i) $50 million of
       the First Lien Credit Agreement Claims, each existing First
       Lien Lender will receive its pro rata share of 38.75% of
       the New Common Stock outstanding on the Effective Date and
      (ii) the remainder of the First Lien Credit Agreement
       Claims, the existing First Lien Lenders will receive $500
       million in principal amount of the New Second Lien
       Facility.

    b. In exchange for and in satisfaction of (i) $50 million of
      the Second Lien Credit Agreement Claims representing the
      secured portion of the Second Lien Credit Agreement Claims,
      each existing Second Lien Lender shall receive its pro rata
      share of 38.75% of the New Common Stock outstanding on the
      Effective Date.  In exchange for and in satisfaction of
      their remaining allowed claims of $105 million, the Second
      Lien Lenders will receive their pro rata share of the
      treatment for general unsecured creditors below, provided,
      however, that the Second Lien Lenders will waive and will
      not receive on account of the unsecured portion of their
      claims any distributions from (a) the Creditor Assets, or
     (b) the first $30 million in proceeds received by the
      Creditor Trust from the prosecution of causes of action,
      which will be distributed in accordance with the Trust
      Waterfall.

   c. On the Effective Date of the Plan, the Debtors and Non-RCS
      Debtors will transfer to the Creditor Trust: (i) all
      Creditor Assets, consisting of $12 million in Cash and the
      New Warrants to purchase up to 10% of the new equity issued
      by the reorganized company on the terms set forth in the
      RSA, (ii) the Litigation Assets, consisting of certain
      claims and causes of action held by the RCS Debtors, Non-RCS

      Debtors, the Registered Investment Advisors or their
      respective estates transferred to the Creditor Trust; (iii)
      the right to prosecute the causes of action transferred to
      the Creditor Trust; and the right to prosecute, object to,
      settle, or otherwise resolve all general unsecured claims,
      which general unsecured claims shall be channeled to the
      creditor trust pursuant to the plan.

   d. Each holder of an Allowed General Unsecured Claim (including
      a Convertible Note Claim and Senior Unsecured Notes Claim),
      will receive in full and final satisfaction and in exchange
      for such claim, its pro rata share of the Unsecured Claims
      Distribution.

   e. The RCS Preferred Equity and RCS Common Equity will be
      canceled.

                          Case Milestones

The Restructuring Support Agreement sets forth a timeline by which
the Debtors must reach certain case milestones, which reflect the
desire of both the Debtors and the Supporting Parties to advance
the Bankruptcy Cases as quickly and efficiently as practicable,
given the nature of the Retail Business and the Company's
heightened sensitivity to operating it while the Debtors are in
chapter 11.  Such milestones include the following:

  a. The Bankruptcy Court shall have entered an order approving
     the DIP Facility on an interim basis on or before the date
     that is two business days following the Petition Date, and on
     a final basis on or before the date that is thirty-five (35)
     days following the Petition Date;

  b. The RSA shall have been assumed by the debtors within 35 days
     of the Petition Date, pursuant to an order from the
     Bankruptcy Court in form and substance reasonably
     satisfactory to the Company, the Proponents and the First
     Lien Agent and the Second Lien Agent;

  c. The Bankruptcy Court shall have entered the Disclosure
     Statement Order, which shall be in form and substance
     reasonably satisfactory to the Company, the Participating
     First Lien Lenders, the Participating Second Lien Lenders
     and, to the extent set forth in the RSA, Luxor, on or before
     the date that is 40 days after the Petition Date;

  d. The Bankruptcy Court shall have entered the Confirmation
     Order, which shall be in form and substance reasonably
     satisfactory to the Company, the Participating First Lien
     Lenders, the Participating Second Lien Lenders and, to the
     extent set forth in the RSA, the First Lien Agent, Second
     Lien Agent and Luxor, on or before May 1, 2016;

  e. The Effective Date shall have occurred on or before May 15,
     2016.

                       About RCS Capital

New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm
focused on the individual retail investor.  With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.

RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016. The petitions were signed by David
Orlofsky as chief restructuring officer. The Debtors disclosed
total assets of $1.97 billion and total debts of $1.39 billion.

The Debtors have engaged Dechert LLP as general counsel, Young
Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper
Management, LLC as restructuring advisor, Lazard Freres & Co. LLC
as investment banker and Prime Clerk LLC as administrative advisor
and claims and noticing agent.


RELATIVITY FASHION: Hires Houlihan Lokey as Financial Advisor
-------------------------------------------------------------
Relativity Fashion, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to employ Houlihan Lokey Capital, Inc. as
financial advisor and investment banker, nunc pro tunc to November
25, 2015.

The Debtors seek to retain Houlihan Lokey to provide, among other
things, these financial advisory and investment banking services:

   (a) evaluate, monitor and report on the Debtors' financial
       condition and business;

   (b) assess and present the Debtors' financial projections and
       liquidity reporting requirements;

   (c) assist in the development of financial data and
       presentations to stakeholders and other counterparty due
       diligence;

   (d) evaluate the Debtors' debt capacity post-emergence;

   (e) prepare feasibility analyses for purposes of a plan
       of reorganization;

   (f) prepare valuation and liquidation analyses in
       conjunction with the disclosure statement and plan of
       reorganization;

   (g) prepare financial models of plan of reorganization
       structures and implied recoveries associated therewith;

   (h) assist with the development of substantive consolidation
       analyses;

   (i) assist in the development of claims pool analyses;

   (j) advise with respect to resolution of secured claims;

   (k) advise with respect to resolution of guild claims;

   (l) assist in ongoing and future negotiations with the
       Committee and other stakeholders;

   (m) evaluate the Company's contract cure exposure and
       participate in negotiations with contract counterparties;

   (n) identify and contact potential investors and
       arranging financing for the Debtors during and subsequent
       to the chapter 11 cases;

   (o) provide expert advice and testimony on financial and
       process matters relative to the matters set forth in the
       Engagement Agreement;

   (p) in conjunction with any Transaction: (i) assist the
       Debtors in structuring potential Transactions, (b) assist
       the Debtors in soliciting, coordinating and evaluating
       indications of interest and proposals regarding a
       Transaction; (c) assist the Debtors in negotiating
       financial aspects of any Transaction;

   (q) provide such other financial advisory and investment
       banking services as may be agreed upon by Houlihan Lokey
       and the Debtors; and

   (r) assist the Debtors, if necessary and required, in the
       preparation of a Private Placement Memorandum or similar
       document describing the Debtors.

Subject to the Court's approval, Houlihan Lokey will be entitled,
pursuant to the terms of the Engagement Agreement, to the following
consideration for the Services:

  -- Retainer Fees. Houlihan Lokey will be paid a non-refundable
     cash fee of $200,000 for the first month, commencing on the
     Effective Date of the Engagement Agreement, and $200,000 for
     each month thereafter commencing one month from the
     Effective Date until the Engagement Agreement expires or is
     terminated.  The first payment shall be made upon approval
     by the Bankruptcy Court of Houlihan Lokey's retention as
     described in the Engagement Agreement. The Retainer Fees are
     payable in advance without notice or invoice.

  -- Restructuring Transaction Fee. In addition to the other fees
     provided for in the Engagement Agreement, Houlihan Lokey
     will be paid a cash fee of $5 million, which shall be a cost
     of any Restructuring Transaction and funded upon the date of
     confirmation of a plan under the Bankruptcy Code or the
     closing of a sale of the Debtors' assets pursuant to an
     order of the Bankruptcy Court.

  -- Financing Transaction Fee. In addition to the other fees
     provided for in the Engagement Agreement, Houlihan Lokey
     will be paid a cash fee upon the first closing of a
     Financing Transaction equal to (i) 2% of the aggregate
     principal amount of all senior notes and bank debt raised or
     committed, (ii) 4% of the aggregate principal amount of all
     unsecured, non-senior and subordinated debt securities
     raised or committed, and (iii) 6% of the aggregate amount of
     all equity and equity-linked securities placed or committed.

Houlihan Lokey will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The Debtors agreed to provide Houlihan Lokey with the Post-Petition
Retainer in the amount of $575,000, which is calculated as follows:


     (i) $150,000 consisting of the current balance due on the
         initial installment of Houlihan Lokey's Retainer Fees;

    (ii) $200,000 for the second installment of Retainer Fees due
         on December 25, 2015;

   (iii) $200,000 for the third installment of Retainer Fees due
         January 25, 2016; and

    (vi) $25,000.00 to cover pending unreimbursed out of pocket
         expenses incurred to date under the Engagement
         Agreement.

Michael Krakovsky, director of Houlihan Lokey, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

William K. Harrington, the U.S. Trustee for Region 2 of the Debtors
filed an objection to the Debtors hiring of Houlihan Lokey as
financial advisor and investment banker.

CIT Bank, N.A., the administrative agent, and CIT Bank, N.A.,
successor-in-interest to OneWest Bank N.A. also filed an objection
to Houlihan Lokey's employment.

The United States Trustee objects to the retention of Houlihan as
the Debtors' investment banker and financial advisor because the
Debtors have not demonstrated that it is a "disinterested person"
within the meaning of the Bankruptcy Code, as is shown below. There
appears to be a shifting of Mr. Kavanaugh's personal obligations to
compensate Houlihan to the Debtors.

Houlihan Lokey can be reached at:

       Michael Krakovsky
       HOULIHAN LOKEY CAPITAL, INC.
       10250 Constellation Blvd., 5th Floor
       Los Angeles, CA 90067
       Tel: (310) 553-8871
       Fax: (310) 553-2173

The U.S. Trustee is represented by:

       Serene K. Nakano, Esq.
       U.S. Federal Office Building
       201 Varick St., Room 1006
       New York, NY 10014
       Tel: (212) 510-0500

CIT Bank is represented by:

       Glenn E. Siegel, Esq.
       MORGAN, LEWIS & BOCKIUS, LLP
       101 Park Avenue
       New York, NY 10178-0600
       Tel: (212) 309-6780
       Fax: (212) 309-6001


RETROPHIN INC: Judge Says Shkreli Emails to Atty. Not Privileged
----------------------------------------------------------------
Kat Greene at Bankruptcy Law360 reported that a New York federal
judge has ruled that emails between former fund manager and
pharmaceutical CEO Martin Shkreli and a Kaye Scholer LLP partner
weren't protected by attorney-client privilege in a securities
fraud case against the pair, according to an order unsealed on Jan.
26, 2016.

Shkreli and Kaye Scholer partner Evan Greebel were hit with
criminal charges for allegedly funneling cash from
biopharmaceutical company Retrophin Inc. to hedge fund investors.

                        About Retrophin

Retrophin, Inc., develops, acquires and commercializes therapies
for the treatment of serious, catastrophic or rare diseases.  The
Company offers Chenodal(R), a treatment for gallstones;
Vecamyl(R), a treatment for moderately severe to severe essential
hypertension and uncomplicated cases of malignant hypertension;
and Thiola, for the prevention of kidney stone formation in
patients with severe homozygous cystinuria.

Retrophin reported a net loss of $111 million in 2014 following a
net loss of $34.6 million in 2013.  As of Sept. 30, 2015, the
Company had $512 million in total assets, $221 million in total
liabilities, and $291 million in total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014.  The accounting firm noted that the Company has
suffered recurring losses from operations, used significant
amounts
of cash in its operations, and expects continuing future losses.
In addition, at Dec. 31, 2014, the Company had deficiencies in
working capital and net assets of $70.2 million and $37.3 million,
respectively.  Finally, while the Company was in compliance with
its debt covenants at Dec. 31, 2014, it expects to not be in
compliance with these covenants in 2015.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


ROBIN GRATHWOL: 4th Cir. Affirms Dismissal of 3 Suits
-----------------------------------------------------
In an Opinion dated January 11, 2016, which is available at
http://is.gd/EMWJcufrom Leagle.com, the United States Court of
Appeals for the Fourth Circuit affirmed the district court's orders
affirming the bankruptcy court's orders dismissing each of the
three adversary proceedings for lack of subject matter
jurisdiction.

Because the Fourth Circuit finds that the proceedings were not
"related to" the Chapter 11 bankruptcy case in which they were
filed, see Valley Historic Ltd. P'ship v. Bank of N.Y., 486 F.3d
831, 835 (4th Cir. 2007), the Court affirms for the reasons stated
by the district court.  The Fourth Circuit dispenses with oral
argument because the facts and legal contentions are adequately
addressed in the materials before the court and argument would not
aid the decisional process.

The appeals cases are In Re: ROBIN DALE GRATHWOL, a/k/a Robin
Grathwol Tinney, a/k/a Robin Grathwol Randall, Debtor. ROBIN DALE
GRATHWOL, Plaintiff-Appellant, v. COASTAL CAROLINA DEVELOPERS,
INCORPORATED; B. LEON SKINNER; BLS LANDS, LLC; WALTER T. WILSON;
COSWALD, LLC, Defendants-Appellees. ANN F. GRATHWOL LIVING TRUST;
ROBIN DALE GRATHWOL, Plaintiffs-Appellants, v. COASTAL CAROLINA
DEVELOPERS, INCORPORATED; COSWALD, LLC; B. LEON SKINNER; WALTER T.
WILSON; HANOVER LAND, LLC.; W AND B INVESTMENT COMPANY,
INCORPORATED, Defendants-Appellees. LEGACY GROUP OF NC, INC.,
Plaintiff-Appellant, v. COASTAL CAROLINA DEVELOPERS, INCORPORATED,
Defendant-Appellee, Nos. 15-1233, 15-1236, 15-1237.

George Mason Oliver, Esq. -- george@olivercheek.com -- LAW OFFICE
OF OLIVER & CHEEK, PLLC, New Bern, North Carolina, for Appellants.

David James Haidt, Esq. -- ayershaidt@embarqmail.com -- AYERS &
HAIDT, P.A., New Bern, North Carolina, for Appellees.

Robin Grathwol filed a chapter 11 petition (Bankr. E.D.N.C. Case
No. 12-00294) on Jan. 13, 2012, and the debtor's plan of
reorganization was confirmed on Nov. 26, 2012.


RONA INC: S&P Puts 'BB+' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
RONA Inc., including its 'BB+' long-term corporate credit rating on
the company, on CreditWatch with positive implications.

The CreditWatch placement follows Lowe's Cos. Inc.'s and RONA
Inc.'s announcement that they have entered into a definitive
agreement under which Lowe's is expected to acquire RONA for about
C$3.2 billion.  As part of the transaction, S&P expects Lowe's to
purchase all of the issued and outstanding preferred shares of RONA
for C$20 per share in cash and assume its C$116.6 million of
unsecured notes that mature in 2016.

"The positive CreditWatch placement reflects our view of the
potential uplift for RONA creditors from the possible acquisition
of the company by the higher-rated Lowe's," said Standard & Poor's
credit analyst Alessio Di Francesco.

In July 2012, Lowe's placed a C$1.8 billion unsolicited bid to
acquire RONA that was later rejected by RONA's board of directors.
Although S&P recognizes there is a possibility that the transaction
announced today could be rejected if it fails to receive regulatory
or investor approval, S&P believes there is a greater likelihood
that the transaction will be completed this time as it has been
unanimously approved by both companies' boards and has management
support on both sides.  The transaction includes a strong premium
for RONA's shares, along with other commitments aimed at ensuring
stakeholder support and regulatory approval.

S&P intends to resolve the CreditWatch placement on the
acquisition's closing, which S&P assumes will occur by the third
quarter of 2016.  At that time, S&P would likely equalize its
long-term corporate credit rating on RONA with that on Lowe's,
based on S&P's view that RONA will be of high strategic importance
to Lowe's.



SAMUEL E. WYLY: Denies Fraud as $2.2B Tax Trial Comes to a Close
----------------------------------------------------------------
Jess Davis at Bankruptcy Law360 reported that in closing arguments
on Jan. 27, 2016, business tycoon Sam Wyly and his sister-in-law
Dee Wyly told a Texas bankruptcy judge that the Internal Revenue
Service failed to prove in a three-week trial that they had
committed tax fraud amounting to $2.2 billion.

Special tax counsel for the Wylys, Don Lan of Lan Smith Sosolik
PLLC, said the U.S. Department of Justice had tried to prove fraud
mainly by arguing that the family’s offshore trust system was
complex and that the Wylys had tried to conceal it.

                         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).


SAWYER WOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sawyer Wood Products, Inc.
           aka Sawyer Paddles & Oars
        POB 389
        Gold Hill, OR 97525-0389

Case No.: 16-60250

Chapter 11 Petition Date: February 3, 2016

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Frank R Alley III

Debtor's Counsel: Keith Y Boyd, Esq.
                  THE LAW OFFICES OF KEITH Y. BOYD
                  724 S Central Ave #106
                  Medford, OR 97501
                  Tel: (541) 973-2422
                  Email: ecf@boydlegal.net

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Peter Newport, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/orb16-60250.pdf


SEABOARD REALTY: Looks for Six-Month Timeout With Creditors
-----------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that a
Connecticut-based real estate conglomerate asked a Delaware
bankruptcy court on Jan. 28, 2016, to approve a six-month bar on
creditor action against its affiliated, non-debtor properties,
saying the companies now in Chapter 11 need time to reconstruct
finances, protect assets and investigate evidence of fraud.

Financial restructuring consultant Marc Beilinson said during a
hearing on the proposed preliminary injunction that Seaboard Realty
LLC and 14 associated companies need the six-month injunction to
prevent lenders from continuing efforts to attach assets and freeze
non-debtor funds.

                      About Seaboard Realty

Seaboard Realty LLC and certain of its affiliates on Dec. 13, 2015,
filed petitions with the United States Bankruptcy Court for the
District of Delaware seeking protection under Chapter 11 of the
United States Bankruptcy Code.

Seaboard and its affiliates own a portfolio of first class
commercial real estate in Stamford, Connecticut, including office,
residential and hotel properties.  All operations are expected to
continue as normal throughout this process.

The Chapter 11 filing includes Seaboard Realty LLC and a number of
affiliates it manages, which own the equity of subsidiaries that
directly own the properties, but does not include the
property-owning subsidiaries themselves.

Seaboard Realty LLC is owned by John DiMenna, Thomas Kelly and
William Merritt.  Mr. DiMenna actively managed the Seaboard
operations as the managing member of Seaboard Realty LLC, and
managed the properties owned by its affiliates through a
property-management company owned solely by Mr. DiMenna.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases, with all further
pleadings or other papers to be filed in the case of Newbury Common
Associates, LLC, Case No. 15-12507 (LSS).

The Debtors tapped Dechert LLP as counsel and directing
the accounting firm of Anchin, Block and Anchin as forensic
accountant.


SEVEN GENERATIONS: Moody's Confirms B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed Seven Generations Energy Ltd.'s
(7G) Corporate Family Rating (CFR) at B1, Probability of Default
Rating at B1-PD and senior unsecured notes rating at B2. The
Speculative Grade Liquidity Rating remains SGL-2. The rating
outlook is positive. This action resolves the review for downgrade
that was initiated on January 21, 2016.

"The confirmation reflects that 7G's leverage and coverage metrics
will remain strong in 2016 and 2017 despite the dramatic fall in
commodity prices," said Paresh Chari, Moody's Analyst. "7G's cash
flow and production will increase through 2016 and 2017, improving
these metrics."

Outlook Actions:

Issuer: Seven Generations Energy Ltd.

-- Outlook, Changed To Positive From Rating Under Review

Confirmations:

Issuer: Seven Generations Energy Ltd.

-- Probability of Default Rating, Confirmed at B1-PD

-- Corporate Family Rating, Confirmed at B1

-- Senior Unsecured Regular Bond/Debenture, Confirmed at B2(LGD4)

RATINGS RATIONALE

7G's B1 Corporate Family Rating (CFR) primarily reflects low
leverage (2017 debt/EBITDA around 2x; retained cash flow/debt
around 40%), strong coverage (2017 EBITDA/interest near 6x) and
good liquidity (SGL-2). 7G is expected to double production in 2016
to 100,000 boe/d from its still-economic liquids-rich Montney
acreage. 7G's concentration in a single field and a single
formation, decline rates that require a significant capex program
to maintain production and a large growth capex program to increase
production and develop its large proved undeveloped reserve base,
which entails execution risk.

The SGL-2 Speculative Grade Liquidity Rating reflects 7G's good
liquidity. At September 30, 2015, 7G had C$651 million of cash and
a fully available C$850 million borrowing base revolving credit
facility (May 2018 maturity). Moody's expects negative free cash
flow of about C$450 million in 2016, which will be funded from cash
and revolver drawings. There are no debt maturities until 2020.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged.

In accordance with Moody's Loss Given Default (LGD) methodology,
the US$700 million and U$425 million senior unsecured notes are
rated B2, one notch below the B1 CFR because of the existence of
the priority ranking C$850 million secured revolver.

The positive outlook reflects Moody's expectation that 7G's
leverage metrics will improve from strong levels in 2017, despite
the stressed commodity price environment and high capital spend in
2016.

The rating could be upgraded to Ba3 if 7G can execute on its growth
program leading to retained cash flow to debt above 30% and sustain
expected production.

The rating could be downgraded to B2 if retained cash flow to debt
falls towards 15%, production and reserves decline, or if liquidity
worsens.

Seven Generations Energy Ltd. is a Calgary, Alberta-based
exploration and production company which produced roughly 50,000
boe/d in 2015, consisting of roughly 40% natural gas, 40%
condensate and 20% other natural gas liquids (NGLs).



SFX ENTERTAINMENT: Moody’s Affirms Ca Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service downgraded SFX Entertainment, Inc.'s
(SFXE) probability of default rating (PDR) to D-PD from Ca-PD and
affirmed SFXE's corporate family rating (CFR) at Ca and the rating
of the company's senior secured notes at Ca (LGD3). The rating
outlook was changed to stable from negative. The company's
speculative grade liquidity rating remains unchanged at SGL-4
(weak).

Subsequent to the actions, all of SFXE's ratings will be withdrawn
as the company has entered bankruptcy proceedings.

The following summarizes Moody's ratings and today's rating actions
for SFXE:

Issuer: SFX Entertainment, Inc.

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

  Corporate Family Rating: Affirmed at Ca

  Second Lien Senior Secured Notes: Affirmed at Ca (LGD3)

Outlook: Changed to Stable from Negative

  Speculative Grade Liquidity Rating: Unchanged at SGL-4

RATINGS RATIONALE

The downgrade of SFXE's PDR follows today's announcement that the
company and its U.S. subsidiaries commenced voluntary petitions
under Chapter 11 of the United States Bankruptcy Code.

SFX Entertainment's ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against other
issuers both within and outside SFX Entertainment's core industry
and believes SFX Entertainment's ratings are comparable to those of
other issuers with similar credit risk.

Corporate Profile

Headquartered in New York, New York, SFX Entertainment, Inc.,
(SFXE), is a leading producer of live events and media and
entertainment content focused exclusively on electronic music
culture (EMC).



SFX ENTERTAINMENT: S&P Lowers CCR to 'D' on Ch. 11 Filing
---------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on U.S. live entertainment company SFX
Entertainment Inc. to 'D' (default) from 'CC'.

At the same time, S&P lowered its issue-level rating on the
company's senior secured second-lien loan to 'D' from 'CC'.  The
recovery rating remains '4', indicating S&P's expectation for
average recovery (30%-50%; lower half of the range) of principal
the event of a payment default.

"The rating actions follow SFX's announcement that it has filed
voluntary petitions for restructuring under Chapter 11 of the U.S.
Bankruptcy Code," said Standard & Poor's credit analyst Khaled
Lahlo. SFX also announced that it has entered into a restructuring
support agreement with an "ad hoc group of bondholders" to "convert
the majority of the bondholder group debt into equity in a newly
strengthened private company."

The restructuring support agreement provides for
debtor-in-possession financing in the form of a $115 million
financing that will be backstopped by lenders who are parties to
the agreement. The restructuring agreement contemplates the
debt-to-equity conversion of most of the company's debt upon
emergence from the Chapter 11 bankruptcy process.  The company has
disclosed that it "anticipates moving expeditiously through this
process."



SIGA TECHNOLOGIES: Shareholder Blasts Plan Over Creditor Treatment
------------------------------------------------------------------
Michael Macagnone at Bankruptcy Law360 reported that one of SIGA
Technologies' hedge-fund shareholders blasted the company's
proposed reorganization plan on Jan. 27, 2016, telling a New York
bankruptcy court it made a "mockery" of the bankruptcy process by
allowing the government contractor sole discretion on how to treat
a major creditor, PharmAthene.

Esopus Creek Value Series Fund LP criticized a disclosure statement
SIGA proposed to U.S. Bankruptcy Judge Sean Lane, saying it
provided inadequate protection for shareholders and created
incentives to hand over the company's equity to PharmAthene.

                     About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due
May 14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645
in liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
Proskauer Rose LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SOUTHERN REGIONAL HEALTH: $13.6-Mil. Borrowing Increase Approved
----------------------------------------------------------------
Southern Regional Health System, Inc., d/b/a Southern Regional
Medical Center, and its affiliated debtors sought and obtained from
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, authorization to
extend and increase their current postpetition financing facility
from Prime Healthcare Foundation, Inc ("DIP Lender").

The Debtors requested authority to extend the DIP Facility to Feb.
1, 2016, and to increase the borrowing limit thereunder to
$13,600,000, and thereby incur postpetition financing allowable as
an administrative expense, having priority over other
administrative expenses, and secured by a senior lien on
substantially all of the property of the Debtors' estates, on
otherwise substantially the same terms and conditions as previously
approved by the Court by the Final Order.

The Debtors contended that they need cash to meet ongoing
obligations necessary to operate their businesses, administer their
Chapter 11 estates and maintain the going concern value of their
businesses as they conclude an asset sale or reorganize so as to
achieve the highest values possible for their creditors.  The
Debtors further contended that they need to use their cash receipts
and the proceeds of the DIP Facility to pay insurance, payroll,
payroll expenses, rent, utility charges, professionals and general
overhead, to purchase necessary materials, and otherwise continue
their businesses and operations.  The Debtors believed that the DIP
Facility will provide funds sufficient to permit them to operate
their businesses pending the sales and reorganization efforts.

As of Dec. 22, 2015, the Debtors were indebted to the DIP Lender on
the DIP Facility in the principal amount of $7,250,000.  The DIP
Facility originally was set to mature on Dec. 15, 2015.  The DIP
Loan Agreement was later amended by agreement of the parties to
extend the Maturity Date to Dec. 31, 2015.

The material terms, among others, under the Second Amendment are as
follows:

     (a) Summary of Rates, Fees and Charges for DIP Facility: The
rates, fees and charges for the DIP Facility would remain unchanged
under the Second Amendment. The only additional fee would be a
one-time DIP Facility commitment fee of 2% of the committed loan
amount $13,600,000, minus the commitment fee already accrued on the
original committed amount of $9,200,000, which shall be fully
earned upon the closing date of the DIP Facility and payable upon
the maturity date of the DIP Facility.

     (b) Maturity Date: The DIP Facility would now mature on the
earlier to occur of a Termination Event, as set forth in Paragraph
11 of the Final Order, Feb. 1, 2016, as opposed to Dec. 31, 2015,
the date the Debtors enter into a definitive agreement to sell
their assets to a party other than the DIP Lender, and the date
that the DIP Lender accelerates the obligations under the DIP
Facility as a result of an Event of Default.

     (c) Borrowing Limits: Subject to the limits in the DIP Loan
Agreement, and the limits set forth in the budget attached to the
Second Amendment, the maximum loan limit under the DIP Facility
would increase to $13,600,000.

     (d) Borrowing Conditions: The borrowing conditions would
remain unchanged from the original DIP Loan Agreement, saving only
that the Debtors would not be able to draw more than $9,200,000
under the DIP Facility until approval of the Second Amendment by
the Court.

Judge Hagenau granted the Debtors' Motion despite the objection
filed by the Official Committee of Unsecured Creditors.

Southern Regional Health System is represented by:

          J. Robert Williamson, Esq.
          Ashley Reynolds Ray, Esq.
          Matthew W. Levin, Esq.
          SCROGGINS & WILLIAMSON, P.C.
          1500 Candler Building
          127 Peachtree Street, NE
          Atlanta, Georgia 30303
          Telephone: (404)893-3880
          Facsimile: (404)893-3886
          E-mail: rwilliamson@swlawfirm.com
                  aray@swlawfirm.com
                  mlevin@swlawfirm.com

                  About Southern Regional Health

Southern Regional Health System, Inc., owns the Southern Regional
Medical Center, a 331-licensed bed full-service hospital located
in
Riverdale, Georgia.  Managed by Emory Healthcare, Inc., the
hospital serves residents throughout the region south of Atlanta.
As a leader in neurologic, heart & vascular, bariatric, and
women's
healthcare services, Southern Regional's medical staff is comprise
of more than 480 physicians that blend their passion for healing
with advanced technology to offer the latest procedures and
treatments.

Southern Regional and its subsidiaries sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta,
Georgia.  The cases are assigned to Judge Wendy L. Hagenau.

Southern Regional Health System, Inc. disclosed total assets of
$41,996,075 and total liabilities of $42,884,499.  The Debtors'
secured creditors are Gemino Healthcare Finance, LLC, and U.S.
Foods, Inc.

Gemino claims to be owed in excess of $10 million, while U.S.
Foods
has a $60,000 claim.

The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy
attorneys, Nelson Mulins Riley & Scarborough LLP, as outside
general counsel, and Kurtzman Carson Consultants LLC as claims and
balloting agent.  GGG Partners, LLC serves as financial advisors
to
the Debtors.

The Official Committee of Unsecured Creditors tapped Lamberth,
ifelli, Ellis & Nason, P.A., and Pepper Hamilton, LLP, as
attorneys.  PricewaterhouseCoopers LLP serves as its financial
advisors.

                           *     *     *

Prime Healthcare has submitted a letter of intent to purchase most
of Southern Regional's assets, and would operate the hospital after
the proposed sale.  Prime has agreed to provide the Debtors with
$9.2 million of DIP financing.



SPRINT CORP: S&P Lowers CCR to 'B' on Cash Flow Challenges
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit ratings on Overland Park, Kan.-based wireless carrier Sprint
Corp. and its subsidiaries to 'B' from 'B+'.  The outlook is
stable.

At the same time, S&P lowered the issue-level rating on Sprint's
unsecured notes with subsidiary guarantees, the revolving credit
facility due 2018, and the debt at the wholly-owned Clearwire Corp.
subsidiary to 'BB-' (two notches above the corporate credit rating)
from 'BB'.  The recovery rating on these debt issues remains '1',
indicating our expectation for very high (90%-100%) recovery in the
event of payment default.

S&P also lowered its issue-level ratings on Sprint's senior
unsecured debt issues that are not guaranteed by its subsidiaries
to 'B' from 'B+' and revised the recovery rating to '4' from '3'.
The '4' recovery rating indicates S&P's expectation for average
(30%-50%; lower end of the range) recovery in the event of payment
default.

"The downgrade reflects our view that Sprint will be challenged to
profitability grow its subscriber base and reverse negative FOCF
trends sufficiently to improve its longer-term liquidity position
in the face of intense competition and mature market conditions in
the U.S. wireless industry," said Standard & Poor's credit analyst
Allyn Arden.

Despite some positive developments, including improving post-paid
subscriber trends (366,000 post-paid phone net additions in the
third quarter of 2015 compared with a loss in the prior-year
period), and the establishment of a new handset leasing company, we
believe that a combination of pricing pressure and a shift to
installment and leasing plans will make it challenging for Sprint
to grow into its capital structure longer term, although the
leasing company does partially mitigate working capital pressures
in the near-term.  S&P expects that adjusted debt to EBITDA will be
in the high-5x area over the next couple of years as modest EBITDA
growth offsets higher levels of debt to fund FOCF deficits. Still,
S&P believes the adjusted leverage is increasingly becoming a less
reliable measure of Sprint's credit quality given the inflationary
effects of lease accounting.  S&P expects that customers on leasing
plans will become a significantly larger portion of its customer
base over time.  As such, S&P's view of Sprint's financial risk
profile is primarily based on its negative FOCF.

The outlook is stable.  S&P believes that a combination of
aggressive cost reduction initiatives, network enhancements, and
the likelihood of additional funding sources over the next year
provide stability for the rating over the next 12 months, despite
significant competitive pressures and ongoing FOCF deficits.

S&P could lower the ratings on Sprint if the company experiences
higher churn and margin degradation or ARPU declines more than
expected, which ultimately results in higher levels of FOCF
deficits and liquidity stress.  S&P could also lower the ratings on
Sprint if S&P come to the conclusion that the company's capital
structure may be unsustainable longer term, depending on any
mitigating actions that its parent, SoftBank, takes to bolster its
liquidity position.  Another factor that could prompt a lower
rating would be if S&P took away the notch of support from
SoftBank, which S&P believes is unlikely in the near term.

While unlikely in the near term, S&P could raise the ratings if
Sprint is successful in its turnaround plans, including network
improvements that provide it with some competitive advantage over
the other carriers, lower churn, and ARPU stabilization, such that
the company is able to profitably grow its subscriber base.  More
specifically, an upgrade would entail Sprint approaching FOCF
breakeven, which S&P believes would require modest revenue growth,
a reduction in working capital deficits (or sufficient net receipts
from the handset leasing facility), and margin expansion to the
low- to mid-30% area.



SUN BANCORP: Reports Fourth Quarter Net Income of $1.45 Million
---------------------------------------------------------------
Sun Bancorp, Inc., reported net income available to common
shareholders of $1.45 million on $17.2 million of total interest
income for the three months ended Dec. 31, 2015, compared to a net
loss available to common shareholders of $2.82 million on $19.8
million of total interest income for the same period in 2014.

For the year ended Dec. 31, 2015, the Company reported net income
available to common shareholders of $10.2 million on $70.2 million
of total interest income compared to a net loss available to common
shareholders of $29.8 million on $90.2 million of total interest
income for the same period in 2014.

As of Dec. 31, 2015, Sun Bancorp had $2.20 billion in total assets,
$1.95 billion in total liabilities and $256.38 million in total
shareholders' equity.

"The fourth quarter and full year 2015 results clearly demonstrate
that the successful execution of the strategic restructuring
undertaken in the last 18 months has led to substantial progress,
including reporting profitable operating results in each quarter of
2015," said Thomas M. O'Brien, president and CEO.  "We have been
relentless in our efforts to address and remediate the legacy
regulatory, operating and financial problems at the Company.  As a
result of these successful efforts, our long-standing formal
written agreement with the Office of the Comptroller of the
Currency has recently been terminated.  Our goal remains focused on
building a franchise that operates in full regulatory compliance
while delivering value for our investors."

"We now have several quarters of successful originations from our
new commercial lending platform which provided an increase in
commercial loan originations for the first time in many years,"
said O'Brien.  "Despite a very competitive commercial loan market,
with our highly experienced commercial lending teams firmly in
place, we continue to see quality relationship opportunities.
While the bulk of our originations were in commercial real estate,
we have enhanced several commercial & industrial loan
relationships, and it is our desire to grow in this segment.
Strategically, we continued to reduce our consumer, residential and
investment portfolios in 2015 and reinvest the proceeds into
commercial loans."

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

                      http://is.gd/kchEhQ

                     About Sun Bancorp. Inc.

Sun Bancorp, Inc. is a bank holding company headquartered in Mount
Laurel, New Jersey.  Its primary subsidiary is Sun National Bank, a
community bank serving customers throughout New Jersey. Sun
National Bank -- http://www.sunnationalbank.com/-- is an Equal    

Housing Lender and its deposits are insured up to the legal maximum
by the Federal Deposit Insurance Corporation (FDIC).

Sun Bancorp reported a net loss available to common shareholders of
$29.8 million in 2014, a net loss available to common shareholders
of $9.94 million in 2013, and a net loss available to common
shareholders of $50.49 million in 2012.


SUNCOKE ENERGY: Moody's Cuts Corporate Family Rating to 'B2'
------------------------------------------------------------
Moody's downgraded the corporate family rating (CFR) of SunCoke
Energy, Inc. (SXC) to B2 from Ba3, the probability of default
rating (PDR) to B2-PD from Ba3-PD, the ratings on the SXC secured
credit facility to B3 from Ba1, the ratings on SXC senior unsecured
notes due 2019 to Caa1 from B1, and the ratings on senior unsecured
notes of SunCoke Energy Partners, L.P. (SXCP) to B3 from B1. The
Speculative Grade Liquidity rating was changed to SGL-3 from SGL-2.
The outlook is stable.

At the same time, Moody's withdrew the CFR, PDR and SGL at SXCP,
due to the substantial majority of operating assets having been
dropped down to SXCP level, with only a small proportion of debt
still outstanding at SXC level. The two entities are now assessed
on a consolidated basis, with SXCP's senior unsecured notes rated
as noted above.

Downgrades:

Issuer: SunCoke Energy, Inc.

-- Probability of Default Rating, Downgraded to B2-PD from Ba3-PD

-- Speculative Grade Liquidity Rating, Changed to SGL-3 from SGL-
    2

-- Corporate Family Rating, Downgraded to B2 from Ba3

-- Senior Secured Bank Credit Facility, Downgraded to B3 (LGD4)
    from Ba1 (LGD2)

-- Senior Unsecured Regular Bond/Debenture , Downgraded to Caa1
    (LGD6) from B1 (LGD4)

Downgrades:

Issuer: SunCoke Energy Partners, L.P.

-- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
    (LGD4) from B1 (LGD4)

Withdrawals:

Issuer: SunCoke Energy Partners, L.P.

-- Probability of Default Rating, Withdrawn , previously rated
    Ba3-PD

-- Speculative Grade Liquidity Rating, Withdrawn , previously
    rated SGL-2

-- Corporate Family Rating, Withdrawn , previously rated Ba3

Outlook Actions:

Issuer: SunCoke Energy, Inc.

-- Outlook, Remains Stable

Issuer: SunCoke Energy Partners, L.P.

-- Outlook, Remains Stable

RATINGS RATIONALE

The downgrade reflects the continuing headwinds in the company's
end markets, as steel makers continue to idle operations and cut
back production. The company's EBITDA declined in 2015 on the back
of declining sales in the spot market and above contract maximums,
as well as operating issues at Indiana Harbor and the
reorganization of Haverhill Chemicals LLC facility, which more than
offset the $21 million contribution from the Convent Marine
Terminal (CMT) acquired in August of 2015. At December 31, 2015,
Debt/ EBITDA, as adjusted by Moody's, exceeded 5.0x for SXC and
4.5x for SXCP (including only a partial year contribution from CMT
since acquisition date). We expect the leverage to decline below
4.5x on a consolidated basis in 2016, as the company enjoys full
year contribution from CMT and free cash flows are directed towards
debt repayment. Nevertheless, the B2 rating reflects the increased
event risk of contract restructuring or reorganization by one of
the company's key customers.

The ratings continue to reflect the stable business model of the
company's coke making operations, which supply coke to the
integrated steelmakers, including ArcelorMittal, AK Steel and US
Steel under long-term take-or-pay contracts with cost pass-through
provisions. We expect the company's cokemaking operations to show
steady earnings generation in 2016, as the company's customers
continue to honor their take-or-pay obligations. The ratings also
reflect the company's recent decision to eliminate the dividend at
SXC and direct cash flows towards deleveraging. We expect that in
the event performance is weaker than anticipated, SXCP
distributions would be reduced as needed to maintain leverage
metrics within acceptable range.

The ratings further reflect adequate liquidity, as reflected in the
SGL-3 rating. SXC liquidity is supported by $123 million in cash at
December 31, 2015 (including $49 million at SXCP), roughly $90
million of availability under SXC's $150 million revolver due 2018,
and $65 million available under SXCP's $185 million revolver due
2019. We expect SXCP to be in compliance with the restrictive
financial covenants under their credit agreements.

The five notch downgrade of SXC's secured revolver reflects Moody's
expectation that almost all of consolidated EBITDA is now being
generated at SXCP, which effectively places the revolver in a
subordinated position relative to SXCP's debt. The B3 rating on
SXCP's senior unsecured notes, one notch below the CFR, reflect
their relative position in the capital structure with respect to
claim on collateral behind SXCP's secured revolver. The B3 rating
on SXC's secured credit facility and Caa1 rating on SXC's unsecured
notes reflect their effective subordination to SXCP's debt with
respect to claim on SXCP's assets.

The stable outlook reflects Moody's expectation that the company
will maintain Debt/ EBITDA, as adjusted at or below 4.5x by
directing free cash flow towards debt repayment.

The ratings could be downgraded if liquidity were to deteriorate or
if Debt/ EBITDA, as adjusted, were expected to exceed 5.5x.

An upgrade would be considered should the company's end markets
stabilize and Debt/ EBITDA, as adjusted, were expected to be
maintained below 4.0x.



TCF FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
-------------------------------------------------------
Fitch Ratings has affirmed TCF Financial Corp.'s (TCB) ratings at
'BBB-/F3'.  The Rating Outlook remains Stable.

The rating action follows a periodic review of the midtier regional
banking group, which includes BankUnited Inc. (BKU), BOK Financial
Corp. (BOKF), Cathay General Bancorp (CATY), East West Bancorp
(EWBC), First Republic Bank (FRC), First Horizon National Corp.
(FHN), First National of Nebraska Inc. (FNNI), Fulton Financial
Corp. (FULT), Hilltop Holdings, Inc. (HTH), Synovus Financial Corp.
(SNV), TCF Financial Corp. (TCB), Trustmark Corp. (TRMK), UMB
Financial Corp. (UMBF) and Wintrust Financial Corp. (WTFC).

Company-specific rating rationales for the other banks are
published separately, and for further discussion of the midtier
regional bank sector in general, refer to the special report titled
'U.S. Banks: Midtier Regional Bank Periodic Review,' to be
published shortly.

                         KEY RATING DRIVERS

IDRs, VRs, AND SENIOR DEBT

The action primarily reflects TCB's steady operating performance,
stable asset quality and continued capital build.  Fitch notes that
TCB's ratings remain toward the bottom of its peer group and are
likely constrained, due to its relatively higher risk profile
across various financial metrics as well as a larger risk appetite
as reflected in continued outsized loan growth.  Moreover, Fitch
views TCB's relatively high level of nonperforming assets (NPAs) as
well as the potential financial impact from a recent Consumer
Financial Protection Bureau (CFPB) regarding past practices as a
rating constraint over the near to medium term.

As expected, TCB continues to put focus on growth in its national
lending loan portfolio in order to diversify its balance sheet and
revenue mix.  Growth has continued to be aggressive in the indirect
auto space which TCB entered in 2011.  This space is unique for the
peer group.  Auto loans on balance sheet have grown 39% from third
quarter 2014 (3Q14) to 3Q15 and now make up around 14% of the
company's loan book, up from 11% a year prior.  This growth rate in
auto has outpaced nearly all competitors that lend in the indirect
auto space.  While losses relating to TCB's auto book have been in
line with industry standards over recent periods, in Fitch's view,
the portfolio still has yet to go through a full credit cycle.
Furthermore, Fitch notes that growth in the portfolio is likely
depressing loss ratios from quarter to quarter.

Positively, TCB has shown the ability to manage growth and
concentrations in its auto portfolio through the use of
securitization.  The company has now completed three auto
securitizations over the last six quarters totalling $881 million
and recognizing gains of $22 million.  In Fitch's view, the
securitization transactions primarily reflect substantial appetite
for auto-related paper by investors.  Still, the transaction also
points toward the increased credibility of TCF and its management
team that heads the unit within the indirect auto lending space.
Fitch also believes the transactions show the infrastructure and
risk management systems TCB has built over the past few years in
order to gather and store the data necessary to execute on
securitizations.

Also mitigating some of Fitch's loan growth concerns is the
company's ability to generate and maintain a reasonable level of
capital.  Although TCB recently raised its dividend, it has not
performed any material share repurchases like some banks have.
Instead, management has chosen to use capital generation as a way
to support growth.  Therefore, the company's Total Risk Based
capital ratio has increased 20 basis points (bps) year-over-year to
13.84%.  Its common equity tier 1 (CET1) ratio is up nearly 40bps
since 1Q15 to 10.04%.  This type of capital retention that builds
capital is expected by Fitch and has been incorporated into the
bank's current rating and the outlook.

NPAs and credit costs remain elevated compared to higher rated
institutions but are within expectations.  TCB's level of NPAs to
total loans and other real estate owned (ORE) was 2.4% compared to
the peer average of around 1.6%.  TCB still has $150 million in
accruing TDRs, which make up more than a third of its NPAs.  Most
of them are consumer-related which tend to be much stickier than
commercial-related TDRs.  Fitch expects TCB to maintain a reserve
against the remaining accruing TDRs in line with past practices at
close to 20% of unpaid balances, a level Fitch believes is
reasonable when considering marks taken on past bulk loan sales and
those announced around the banking industry.  These expectations
are incorporated in the current rating of 'BBB-' and today's
affirmation.

Fitch notes that earnings have historically been supported by a
low-cost deposit base which generated a relatively higher level of
noninterest income than peers.  While deposit pricing through the
industry has converged to historic lows bringing TCB's cost of
deposits in-line with peer averages, Fitch would expect the
company's earnings to benefit relatively more in a rising rate
scenario given the likely sticky nature of its low-balance, high
volume deposit base.  Over 90% of the bank's total deposits are
FDIC insured, a level relatively greater than peers.

As noted above, TCB's deposit base has historically generated a
higher level of fee income when compared to peers and the industry.
Some of this fee income has been reduced due to consumer behavior
and the Durbin Amendment.  However, Fitch notes that the level is
still outsized relative to most.

Fitch believes that this is likely a cause of the CFPB's recent
letter to TCB indicating that its enforcement office is considering
recommending that the CFPB take legal action against TCF related to
compliance with laws relating to unfair, deceptive and abusive acts
and practices in connection with some deposit product
administration.  The outcome and timing of any potential legal
action against TCB is presently unclear and thus not explicitly
incorporated in TCB's ratings.  However, the presence of potential
legal action does constrain TCB's rating from upward rating
movement in the near to medium term.

           SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

TCB's subordinated debt is notched one level below its Viability
Rating (VR) of 'bbb-' for loss severity.  TCB's preferred stock is
notched five levels below its VR of 'bbb-', two times for loss
severity and three times for non-performance.  These ratings are in
accordance with Fitch's criteria and assessment of the instruments
non-performance and loss severity risk profiles and have thus been
affirmed due to the affirmation of the VR.

                LONG- AND SHORT-TERM DEPOSIT RATINGS

The uninsured deposit ratings of TCB are rated one notch higher
than TCB's Issuer Default Rating (IDR) and senior unsecured debt
because U.S. uninsured deposits benefit from depositor preference.
U.S. depositor preference gives deposit liabilities superior
recovery prospects in the event of default.

                         HOLDING COMPANY

TCB's Issuer Default Rating (IDR) and VR are equalized with those
TCF National Bank, reflecting its role as the bank holding company,
which is mandated in the U.S. to act as a source of strength for
its bank subsidiaries.  Ratings are also equalized reflecting the
very close correlation between holding company and subsidiary
failure and default probabilities.

              SUPPORT RATING AND SUPPORT RATING FLOOR

TCB has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, TCB is not systemically important and therefore,
the probability of support is unlikely.  IDRs and VRs do not
incorporate any support.

                      RATING SENSITIVITIES

VR, IDRs, AND SENIOR DEBT

Fitch will continue to monitor credit risk and risk appetite in
TCB's growing national lending platform in relation to those that
contend in similar lending spaces.  If Fitch observes a relative
divergence of credit costs in these portfolios that point toward
lax underwriting or monitoring and lead to earnings performance
deterioration negative rating action is possible.

Over the rating horizon, Fitch expects TCB's absolute and relative
auto loan production to continue to slow given the level of growth
the asset class has experienced since TCB got into the space at the
end of 2011.  However, should auto growth continue to outpace the
industry by multiples and the book near 20% of TCB's loan
portfolio, adverse rating action could ensue as Fitch would view
the exposure as significantly outsized compared to similarly rated
institutions and outside of Fitch's expectations.

As mentioned above, TCB will likely be subject to some sort of
regulatory action from the CFPB related to its past deposit
practices.  While the ultimate outcome of said regulatory action is
not incorporated into TCB's rating, the company could see pressure
on its ratings should the action place strain on the company's
ability to generate a reasonable ROA or maintain adequate capital.
Fitch considers TCB's current operating performance as reasonable
and its current capital levels as adequate relative to its risk
profile.

As noted above, Fitch believes TCB's ratings are constrained from
upward movement in the near term given its current business
strategies, relative asset quality and potential legal action
against it.  Over the long term, if asset quality converges with
higher rated peers, credit quality in the national lending
portfolio remains in line with industry, leading to operating
result more in line with higher rated peers while maintaining
capital levels at or above current levels, TCB's ratings or Outlook
could be positively impacted.

           SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The ratings for TCB's and its operating companies' subordinated
debt and preferred stock are sensitive to any change to TCB's VR.

               LONG- AND SHORT-TERM DEPOSIT RATINGS

The long- and short-term deposit ratings are sensitive to any
change to TCB's long- and short-term IDR.

                          HOLDING COMPANY

Should TCB's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential that Fitch could notch the holding company IDR and
VR from the ratings of the operating companies.

     RATING SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY

As the IDRs and VRs of the subsidiaries are equalized with those of
TCB to reflect support from their ultimate parent, they are
sensitive to changes in the parent's propensity to provide support,
which Fitch currently does not expect, or from changes in TCB's
IDRs.

               SUPPORT RATING AND SUPPORT RATING FLOOR

Since TCB's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.

Fitch has affirmed these ratings with a Stable Outlook:

TCF Financial Corp.

  -- Long-term IDR at 'BBB-';
  -- Viability at 'bbb-';
  -- Preferred stock at 'B';
  -- Short-term IDR at 'F3';
  -- Support Ratings at '5';
  -- Support Rating Floor at 'NF'.

TCF National Bank

  -- Long-term IDR at 'BBB-';
  -- Viability at 'bbb-';
  -- Long-term deposits at 'BBB';
  -- Subordinated Debt at 'BB+';
  -- Short-term IDR at 'F3';
  -- Short-term Deposits at 'F3';
  -- Support Ratings at '5';
  -- Support Rating Floor at 'NF'.



THERAPEUTICSMD INC: BNY Mellon Reports 6.5% Stake as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, The Bank of New York Mellon Corporation disclosed that
as of Dec. 31, 2015, it beneficially owns 11,609,160 shares of
common stock of TherapeuticsMD, Inc., representing 6.53 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/8jcOzl

                      About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $54.2 million on $15.02
million of net revenues for the year ended Dec. 31, 2014, compared
with a net loss of $28.4 million on $8.77 million of net revenues
for the year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $90.5 million in total
assets, $12.9 million in total liabilities and $77.6 million in
total stockholders' equity.


THINKSTREAM INC: SSG Acted as Investment Adviser in Asset Sale
--------------------------------------------------------------
SSG Capital Advisors, LLC acted as the investment banker to
Thinkstream, Inc. in the sale of substantially all of its assets to
Thinkstream Acquisition, LLC ("TAL"), an investor group consisting
of the Company's largest creditor and two technology entrepreneurs.
The sale was effectuated through a Chapter 11 Section 363 process
in the U.S. Bankruptcy Court for the Middle District of Louisiana.
The transaction closed in December 2015.

Thinkstream is a software and systems firm that develops
distributed information networks to meet the communication and
interoperability demands of public safety and criminal justice
markets.  The Company has one of the only technologies on the
market that can integrate public safety networks on a state,
multi-state or nationwide level.  Networks powered by the
Thinkstream platform are capable of scaling to encompass thousands
of information systems.

SSG was originally retained as investment banker in November 2014
and conducted a comprehensive marketing process to sell the
business.  However, the process ceased when the Company lost a key
contract bid and subsequently came under substantial pressure from
creditors.  As the result of the dispute regarding its significant
debt burden, an involuntary petition was filed against Thinkstream
by several petitioning creditors in May 2015.  In July 2015, the
U.S. Bankruptcy Court entered an order for relief under Chapter 11
of the U.S. Bankruptcy Code.

A Trustee was appointed to operate Thinkstream and pursued a sale
strategy to avoid further deterioration of the business.  The
Trustee reengaged SSG to solicit offers to purchase the Company.
TAL's offer was ultimately the highest and best price for
substantially all of the assets of Thinkstream.  SSG's experience
identifying alternative solutions and its understanding of the
Chapter 11 sales process enabled key stakeholders to maximize the
value of the Company.

Other professionals who worked on the transaction include:

    * David S. Rubin of Kantrow Spaht Weaver and Blitzer, Chapter
11 Trustee to Thinkstream, Inc.;
    * Julie M. McCall of Kantrow Spaht Weaver and Blitzer, counsel
to the Chapter 11 Trustee;
    * Barry H. Grodsky and Donald J. Miester, Jr. of Taggart
Morton, LLC, counsel to Thinkstream,
      Inc.;
    * Gregory J. St. Angelo of La Nasa, St. Angelo & La Nasa, LLC,
counsel to the senior lender;
    * Brandon A. Brown, Erin Wilder-Doomes and Ryan J. Richmond of
Stewart Robbins & Brown, LLC,
      counsel to the largest petitioning creditor; and
    * Jan M. Hayden, Phyllis G. Cancienne, David C. Rieveschl,
Warner J. Delaune and Matthew C. Usdin,
      counsel to Thinkstream Acquisition, LLC.

                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 investment banking services in the areas of mergers and
acquisitions, private placements, financial restructurings,
valuations, litigation and strategic advisory.

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 Thinkstream Inc.

Thinkstream Incorporated of Delaware, fka Thinkstream Incorporated
of Colorado, is a technology company that engages in developing and
expanding standard and Web-based distributed information
networks to meet the communication and interoperability demands of
public safety and criminal justice markets.  The company serves
federal agencies, departments, and municipalities in California,
Florida, Texas, Louisiana, Mississippi, and Georgia.

On Sept. 19, 2014, petitioning creditors led by TSB Ventures, LLC,
asserting $9.33 million in total claims on account of debentures
and promissory notes allegedly issued by Thinkstream Incorporated
of Delaware or its predecessor, filed an involuntary Chapter 11
petition for Thinkstream in Baton Rouge (Bankr. M.D. La. Case No.
14-11204).  In November 2014, Judge Douglas D. Dodd dismissed the
bankruptcy case after the Debtor and the petitioning creditors
announced a settlement.

TSB Ventures, which is owed $9.09 million, and other alleged
creditors again filed an involuntary Chapter 11 petition (Bankr.
M.D. La. Case No. 15-10553) for Thinkstream on May 11, 2015, in
Baton Rouge, Louisiana.

TSB is represented by Brandon A. Brown, Esq., and Ryan James, Esq.,
Stewart Robbins, in Baton Rouge, Louisiana.  Other petitioning
creditors, namely, Rainbow Investments, Kevin Kling GST Trust, Tim
O'Leary and John Zapalac, are represented by J. Eric Lockridge,
Esq. -- eric.lockridge@keanmiller.com -- of Kean Miller.


TITAN GROUP: Ontario Court Sets April 15 Claims Bar Date
--------------------------------------------------------
The Hon. Justice Conway of the Ontario Superior Court of Justice
set April 15, 2016, at 5:00 p.m. (Eastern Standard Time) as the
last day for any person who believes that it has a claim against
any Titan Group entity to send a proof of claim to the
court-appointed receiver, Grant Thornton Limited.

Claimants who require a proof of claim form should contact:

    Jennifer Kwon
    Grant Thornton Limited
    Tel: 416-360-4167
    Email: kwon@ca.gt.com

Additional proof of claim forms can be found on the receiver's
website at http://www.grantthornton.ca/titan

The Titan Group includes Lance Kotton Titan Equity Group Ltd.,
Executive Leasing Capital Corp., Executive Leasing Inc., Titan 230
Major Mack Inc., Titan 10703 Bathrust Inc., Shan-Kael Group Inc.,
Tread Finance Corp., 230 Major Mack Holdings Inc., Titan 10703
Bathurst Holdings Inc., Titan Real Estate Acquisition & Development
Corp., Titan Real Estate Equities Inc., 2302604 Ontario Inc., and
2216296 Ontario Inc.


TORQUED UP: Cougar-Led Sale Process Approved
--------------------------------------------
U.S. Bankruptcy Judge Bill Parker set the auction for substantially
all of Torqued-Up Energy Services, Inc.’s assets on Feb. 3,
2016.

Cougar Pressure Control, LLC, an affiliate of Commander Energy
Services, Inc., is approved as the designated Stalking Horse bidder
pursuant to the Motion.  The Bankruptcy Court also approved the
bidding procedures in connection with the sale.

As part of the requirements to become a Qualified Bidder, all
bidders must tender a deposit in the amount of $100,000 along with
their written opening bid.  Cougar has made such a deposit.

The Lenders support the Sale Procedures provided that (i) the
Debtors only file, support, or prosecute a motion that seeks a sale
of substantially all of the Debtors’ assets that provides for the
distribution to the Administrative Agent (on behalf of the Lenders)
at the closing of any such sale, at least the greater of 85% of
gross sale proceeds or $8,000,000, and (ii) any proposed sale order
or any order entered by the Court provides for the distribution to
the Administrative Agent (on behalf of the lenders) at the closing
of any such sale, at least the greater of 85% gross sale proceeds
or $8,000,000.

The Definitive Purchase Agreement provides that Cougar be granted a
“breakup fee” of $250,000, in connection with being the
stalking horse bidder in the event Cougar is not the successful
holder of the Prevailing Bid and the Debtors close a sale of the
Assets with a third party.

The proposed procedures for the sale and the assumption and
assignment of executory contracts are reasonable, appropriate, and
within the Debtors’ sound business judgment under the
circumstances because they will serve to maximize the value that
the Debtors will recover on account of the sale of the Assets.  The
value of the Assets will be determined at the Auction to be
conducted under the Sale Procedures, and the Sale Procedures are
designed to ensure a competitive and fair bidding process under the
circumstances.

                      About Torqued-Up Energy

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.

The Company's other non-insider, third-party debt is approximately
$1.5 million as of Oct. 9, 2015, consisting largely of
approximately 41 capital leases.

The Company has unsecured subordinated debt which has been advanced
by one or more equity owners over time.  That sub-debt is
contractually subordinated to the secured debt of the Banks and as
of Oct. 9, 2015, totals in the amount of $32.5 million.  No
interest or other payments have been made on the sub-debt.



TORQUED-UP ENERGY: Seeks to Grant Replacement Liens to Amegy Bank
-----------------------------------------------------------------
Torqued-Up Energy Services, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the Eastern District of Texas to execute
documents required to perfect a lien and security interest in favor
of Amegy Bank against CP 504 concurrently with the execution by
Amegy Bank of a release of its lien against CP 505.

The Debtors seek authority to correct the clerical mistake and to
grant Amegy Bank a replacement lien on CP 504, which was mistakenly
released, and, in return, to obtain from Amegy Bank a release of CP
505 in accordance with the sale to Krawford, Inc.

According to the Debtors, the clerical error resulted in the
Debtors transferring the wrong title to Krawford and instructing
Amegy Bank to release the lien for the wrong equipment since the
only difference in the VIN identifiers is a single digit at the end
of the lengthy number.  Amegy Bank holds the title to CP-505 and
asserts a security interest in that property.  CP 504 is the same
type and style of equipment as CP-505.

                      About Torqued-Up Energy

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 TUES
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.

The Company's other non-insider, third-party debt is approximately
$1.5 million as of Oct. 9, 2015, consisting largely of
approximately 41 capital leases.

The Company has unsecured subordinated debt which has been
advanced
by one or more equity owners over time.  That sub-debt is
contractually subordinated to the secured debt of the Banks and as
of Oct. 9, 2015, totals in the amount of $32.5 million.  No
interest or other payments have been made on the sub-debt.


TORQUED-UP ENERGY: Seyfarth Okayed to Negotiate Sale Transactions
-----------------------------------------------------------------
The Hon. Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas authorized Torqued-Up Energy Services, Inc., et
al., to employ Seyfarth Shaw, LLP, as special counsel to represent
the Debtors in negotiating sale transactions and to draft and close
the sales of assets.

The normal hourly billing rates of Seyfarth Shaw are:

         Paul Pryzant, Esq.                      $525
         Jason DeJonker, Esq.                    $545

Seyfarth Shaw assures the Court that it does not hold or represent
any interest adverse to that of the Debtors' estates with respect
to the matter for which their employment is sought.

The firm can be reached at:

         Seyfarth Shaw, LLP
         c/o Paul Pryzant
         700 Milam Street, Suite 1400
         Houston, TX 77002-2812
         Tel: (713) 238-1887
         E-mail: Ppryzant@seyfarth.com

The Debtors are represented by:

         Joshua P. Searcy, Esq.
         Jason R. Searcy, Esq.
         Callan C. Searcy, Esq.
         SEARCY & SEARCY, P.C.
         P.O. Box 3929
         Longview, TX 75606
         Tel: (903) 757 3399
         Fax: (903) 757 9559
         E-mails: joshsearcy@jrsearcylaw.com
                  jsearcy@jrsearcylaw.com
                  ccsearcy@jrsearcylaw.com

                      About Torqued-Up Energy

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.

The Company's other non-insider, third-party debt is approximately
$1.5 million as of Oct. 9, 2015, consisting largely of
approximately 41 capital leases.

The Company has unsecured subordinated debt which has been
advanced by one or more equity owners over time.  That sub-debt is
contractually subordinated to the secured debt of the Banks and as
of Oct. 9, 2015, totals in the amount of $32.5 million.  No
interest or other payments have been made on the sub-debt.


TREND COMPANIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Trend Companies of Kentucky, Inc.
        11216 Decimal Drive
        Louisville, KY 40299

Case No.: 16-30258

Chapter 11 Petition Date: February 3, 2016

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Judge: Hon. Alan C. Stout

Debtor's Counsel: Neil Charles Bordy, Esq.
                  SEILLER WATERMAN LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: 584-7400
                  Email: bordy@derbycitylaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph Dumstorf, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/kywb16-30258.pdf


TRI STATE TRUCKING: Adds IRS and CAT Financial to Creditors List
----------------------------------------------------------------
Tri State Trucking Company filed with the U.S. Bankruptcy Court for
the Middle District of Pennsylvania amended list of creditors
holding 20 largest unsecured claims to reflect the addition of Cat
Financial and Internal Revenue Service and omission of Somerset
Regional Water Resource to the list.

The amended list also reflected the decrease in the claim amount of
National Oilwell Varco.  The amended list discloses:

   Name of Creditor               Nature of Claim  Amount of Claim
   ---------------                ---------------  ---------------
AJ's                              Trade Vendor        $73,025

American Truck Stop               Trade  Vendor      $485,696
2720 South Main Street
Mansfield, PA 16933

Axion International Inc.          Trade Vendor        $52,200

B&K Equipment, LLC                Trade Vendor        $54,799

Blue Cross - First Priority Life  Trade Vendor        $69,153

CAT Financial                     Caterpillar Truck  $296,842
P.O. Box 340001
2120 West End Ave.
Nashville, TN 37203

Cleveland  Brothers               Trade Vendor        $250,866
P.O. Box 417094
Boston, MA 02241

FleetMatics USA, LLC              Trade Vendor        $249,119

Grant Smith Trucking              Trade Vendor         $30,000

Great Plains Oilfield Rental      Trade Vendor         $44,941

Hertz Equipment Rental            Trade Vendor         $95,405

Internal Revenue Service                              $368,837
P/O/ Box 7346
Philadelphia, PA 19101-0424

Ironent, LLC                      Trade Vendor        $106,954

Jack Doheny Companies             Trade Vendor        $171,541

JJ Powell Fuel Management         Trade Vendor        $246,668

Mansfield Crane Service Corp.     Reserve Account     $209,665

Napa-Rakoski Automotive           Trade Vendor         $25,908

National Oilwell Varco            Trade Vendor         $38,301

Parentebeard, LLC                 Trade Vendor         $31,852

Western AG Enterprises Inc.       Trade Vendor         $49,409

A copy of the schedules is available for free at
http://bankrupt.com/misc/TriStateTrucking_65_Nov17SALs.pdf

William E. Robinson, president of the Debtor declared that the
filing is true and correct.

                     About Tri State Trucking

Tri State Trucking Company filed Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015.  William E.
Robinson signed the petition as president.  The Debtor disclosed
assets of  $8,373,299 and liabilities of $5,522,039.  Mette, Evans,
& Woodside represents the Debtor as counsel.  Judge John J Thomas
is assigned to the case.

Tri State operates an over the road logistics company hauling
various freight of its customers.  The Debtor employs approximately
50 people and operates from its headquarters located at 16064 Route
6, Mansfield, Pennsylvania 16933.


TRI STATE TRUCKING: Can Employ Guthrie and Co. as Accountants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized Tri State Trucking Company to employ Guthrie and Co.,
P.C., and Lisa Guthrie, CPA, as accountants.

According to the Debtor, the firm has performed services for it
prepetition.  However, all prepetition sums were either paid in
full in the oridinary course of business or written off to the
extent unpaid as of the date of Petition.

The Debtor has agreed to a $8,000 retainer prior to the performance
of service.

To the best of the Debtor's knowledge, Ms. Guthrie, and the firm
are "disinterested persons" as that term is defined under Section
101(14) of the Bankruptcy Code.

                     About Tri State Trucking

Tri State Trucking Company filed Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015.  William E.
Robinson signed the petition as president.  The Debtor estimated
assets in the range of $10 million to $50 million and liabilities
of at least $1 million.  Mette, Evans, & Woodside represents the
Debtor as counsel.  Judge John J Thomas is assigned to the case.

Tri State operates an over the road logistics company hauling
various freight of its customers.  The Debtor employs approximately
50 people and operates from its headquarters located at 16064 Route
6, Mansfield, Pennsylvania 16933.


TRI STATE TRUCKING: Panel Okayed to Retain Cole Shotz as Counsel
----------------------------------------------------------------
The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Tri State Trucking
Company to retain Cole Shotz P.C. as its counsel.

Cole Shotz will, among other things:

   (1) advise the Committee with respect to its rights, duties and
powers in the Chapter 11 case;

   (2) assist and advise the Comittee in the consultations with the
Debtor relative to the administration of the Chapter 11 case; and

   (3) assist the Committee in analyzing the claims of the Debtor's
creditors and the Debtor's capital structure and in negotiating
with holders of claims and equity interests.

The Committee agreed to compensate Cole Shotz on an hourly basis,
plus reimbursement of actual, necessary expenses incurred by the
law firm.  The hourly rates of firm's personnel are:

         Gary H. Leibowitz, Esq.             $510
         Jonathan A. Grasso, Esq.            $290

Other attorneys and paralegals may from time to time serve the
Committee in connection with the matters.  Their hourly rates are:

         Partners and special counsel      $410 - $825
         Associates                        $160 - $420
         Paralegals                        $165 - $270
         Litigation Support Specialists    $275 - $375
         Project Assistants                 $75 - $200

Cole Shotz assures the Court that it is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm may be reached at:

         Gary H. Leibowitz, Esq.
         Jonathan A. Grasso, Esq.
         COLE SHOTZ P.C.
         300 East Lombard Street, Suite 1450
         Baltimore, MD 21202
         Tel: (410) 230-0660
         Fax: (410) 230-0667
         Email: gleibowitz@coleschotz.com
                jgrasso@coleschotz.com

                     About Tri State Trucking

Tri State Trucking Company filed Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015.  William E.
Robinson signed the petition as president.  The Debtor estimated
assets in the range of $10 million to $50 million and liabilities
of at least $1 million.  Mette, Evans, & Woodside represents the
Debtor as counsel.  Judge John J Thomas is assigned to the case.

Tri State operates an over the road logistics company hauling
various freight of its customers.  The Debtor employs approximately
50 people and operates from its headquarters located at 16064 Route
6, Mansfield, Pennsylvania 16933.


TRUMP ENTERTAINMENT: Experts Say CBA Ruling Is a Blow to Labor
--------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that the Third
Circuit has made it easier for companies to shirk costly labor
contracts through bankruptcy after ruling the owner of the Trump
Taj Mahal can reject an expired collective bargaining agreement, a
matter of first impression that may now tilt the balance of
prepetition labor negotiations, experts say.

The federal appeals court ruled last week that the Bankruptcy Code
allows Trump Entertainment Resorts Inc., currently reorganizing its
debt in Chapter 11,  to reject the continuing terms and conditions
of an expired CBA with 1,136 employees.

                      About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and  
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 protection on Feb. 17, 2009
(Bankr. D. N.J. Lead Case No. 09-13654).  The Company tapped
Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as
lead counsel, and Weil Gotshal & Manges as co-counsel.  Ernst &
Young LLP served as the Company's auditor and accountant and
Lazard Freres & Co. LLC was the financial advisor.  Garden City
Group was the claims agent.  The Company disclosed assets of
$2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D.N.J. Case No. 04-46898
through 04-46925).  Trump Hotels obtained the Court's confirmation
of its Chapter 11 plan on April 5, 2005, and in May 2005, it
exited from bankruptcy under the name Trump Entertainment Resorts
Inc.


VERSO CORP: Gets Nod to Tap $550 Million in Bankruptcy Financing
----------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a Delaware
bankruptcy judge gave paper maker Verso Corp. the go-ahead on Jan.
27, 2016, to access roughly $550 million of its up to $775 million
postpetition financing package as the company aims to restructure
in about six months with a $2.4 billion debt-for-equity swap with
creditors.

During a hearing in Wilmington, U.S. Bankruptcy Judge Kevin Gross
gave interim approval for a debtor-in-possession financing package
put up by series of creditors and administered by several entities
including Barclays Bank PLC, BMO Harris Bank NA and Citibank NA.

                     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.


VIGGLE INC: Secures $1.5 Million Financing From Sillerman
---------------------------------------------------------
Sillerman Investment Company VI LLC, an affiliate of Robert F.X.
Sillerman, the executive chairman and chief executive officer of
Viggle Inc., on Jan. 27, 2016, entered into a secured revolving
loan agreement with the Company and its subsidiaries, wetpaint.com,
Inc. and Choose Digital Inc., pursuant to which the Company can
borrow up to $1,500,000 (of which $450,000 has been advanced) .
The Secured Revolving Loan bears interest at the rate of 12% per
annum.

In connection with the Secured Revolving Loan, the Company and the
Subsidiaries have entered into a Security Agreement with SIC VI,
under which the Company and the Subsidiaries have granted SIC VI a
continuing security interest in all assets of the Company and the
Subsidiaries, with the exception of the Company's interest in
DraftDay Gaming Group, Inc.

The Company intends to use the proceeds from the Secured Revolving
Loan to fund working capital requirements and for general corporate
purposes in accordance with a budget to be agreed upon by SIC VI
and the Company.  

Because Mr. Sillerman is a director, executive officer and greater
than 10% stockholder of the Company, a majority of the Company's
independent directors approved the transaction.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss attributable to common stockholders of
$78.9 million on $25.5 million of revenue for the year ended
June 30, 2015, compared to a net loss attributable to common
stockholders of $68.1 million on $18.0 million of revenues for the
year ended June 30, 2014.

As of Sept. 30, 2015, the Company had $74.0 million in total
assets, $59.8 million in total liabilities, $12.04 million in
series C convertible preferred stock and $2.10 million in total
stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2015, citing that the Company has suffered recurring
losses from operations and at June 30, 2015, has a deficiency in
working capital that raise substantial doubt about its ability to
continue as a going concern.


VIVID SEATS: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first-time corporate family and
probability of default ratings ("CFR" and "PDR", respectively) of
B3 and B3-PD, respectively, to Vivid Seats Ltd.  Moody's also
assigned B2 ratings to the proposed $20 million revolver and $240
million first lien term loan. The rating outlook is stable.

The proceeds from the financing will be used by Vista Equity
Partners Management LLC to help acquire 70% of Vivid Seats.

RATINGS RATIONALE

The B3 CFR reflects Vivid Seats' concentrated business profile,
small scale relative to larger online ticket sellers with greater
financial resources, and limited operating track record following
several years of accelerated revenue and profit growth. In
addition, Vivid Seats operates in an evolving online ticket
exchange industry facing regulatory scrutiny (e.g., anti-scalping
measures or price caps) and the potential that primary ticket
issuers (e.g., artists, sports teams, and venues) may increasingly
seek to capture a higher portion of the secondary market
availability or the final ticket price, which could curb the volume
of resale tickets.

The rating is supported by Moody's expectation that Vivid Seats'
initial leverage will be mid 5 times adjusted debt to EBITDA upon
closing (and about 5x by the end of 2016), which is moderate for
the B3 rating category. Moody's also expects Vivid Seats to
generate about $30 million of free cash flow per year, some of
which will be used to pay down debt with the rest used to invest in
organic growth.

The rating also considers Vivid Seats' solid market position in the
online secondary ticket market, operating as the number three
player behind, StubHub, owned by eBay, Inc., and Ticketmaster,
owned by Live Nation Entertainment, Inc. Vivid Seats benefits from
a diverse base of sellers, including season ticket holders and
professional brokers who purchase tickets in bulk from primary
issuers, and then use Vivid Seats' marketplace platform to resell
tickets to consumers. While Vivid Seats' market share continues to
grow rapidly, its competitors' greater financial resources, which
includes the ability to subsidize pricing with other lines of
business, or the entry of other large e-commerce providers could
pressure pricing or increase marketing costs.

The stable outlook reflects Moody's expectation that Vivid Seats
will generate at least mid-single digit annual revenue and profit
growth, decreasing leverage to below 5 times by the end of 2017.
Growth should be supported by mid-single digit growth of the
secondary ticketing industry.

The ratings could be upgraded if the company continues to gain
market share and grow profitability, concerns over adverse
regulatory actions that could impact the resale of tickets
diminish, and the company sustains free cash flow to debt of over
12%, and debt to EBITDA of about 4 times. Downward rating pressure
could arise if adjusted debt to EBITDA exceeds 6.5 times, financial
policies become more aggressive to fund dividend payments or
acquisitions, liquidity deteriorates, (e.g. negative cash flow or
decreasing covenant cushion), or adjusted operating margins decline
to below 15%.

The following first-time ratings/assessments were assigned:

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

Senior Secured Revolving Credit Facility -- B2 (LGD3)

Senior Secured First Lien Term Loan -- B2 (LGD3)

The rating outlook is stable.



XINERGY LTD: Chapter 11 Plan Confirmed by Judge
-----------------------------------------------
Judge Paul M. Black has entered an order confirming the Amended
Joint Chapter 11 Plan of Xinergy Ltd. and its subsidiaries.

In seeking confirmation of the Plan, Xinergy averred that there is
no doubt that the Plan is feasible, and noted that the Plan has not
drawn any feasibility objections.  The Plan restructures the
Debtors' outstanding debt obligations and, through the exit
facility provides the Debtors with the liquidity necessary to
satisfy the conditions precedent to the Effective Date, fund
distributions to creditors, and provide the Debtors with sufficient
working capital to fund their ongoing operations.

"The Plan satisfies the requirements for confirmation set forth in
section 1129(a) of the Bankruptcy Code other than subsection (a)(8)
with respect to Class 6," the judge held.

The judge held that the Plan may be confirmed notwithstanding the
Debtors' failure to satisfy Section 1129(a)(8) in connection with
Class 6 as the Plan does not discriminate unfairly and is fair and
equitable, as the Plan does not discriminate unfairly and is fair
and equitable.

Jeffrey L. Pirrung -- jeff.pirrung@americanlegalclaims.com --
managing director of American Legal Claim Services, LLC, the
balloting agent, said in a declaration that all classes receiving
distributions under the Plan have voted to accept the Plan.  The 40
holders of senior secured note claims with total claims of $65.3
million (100% in amount and number) in Class 3, and 31 holders of
general unsecured claims with total claims of $2.23 million (100%
in amount and number) in Class 4 all voted in favor of the Plan.

Under the Plan, holders of equity interests (Class 6) won't receive
any distributions and were deemed to reject the Plan.

                   Objections to Third Party Releases

The United States Trustee has objected to the consensual "opt-out"
mechanism for third party releases under the Plan, arguing that the
Debtors have not yet demonstrated that the factors set forth in
Behrmann v. National Heritage Foundation, 663 F.3d 704, 712–13
(4th Cir. 2011) have been satisfied.

The Debtors submit that it is unnecessary to satisfy the Behrmann
factors, but that that there is ample support for the Third Party
Releases, including facts that satisfy a number of the Behrmann
factors.

As set forth in the Debtors' Plan, each holder of an impaired
claim, regardless of whether such holder votes to accept or reject
the Plan or does not vote at all, may elect to opt-out of the Third
Party Releases.  Among other reasons that justify the consensual
third party releases in these circumstances, each of the released
parties have provided substantial contributions to the Chapter 11
Cases and the Debtors' restructuring, without which a successful
restructuring would not be possible.

The Debtors noted that a similar provision was recently approved by
Judge Phillips in the Patriot Coal bankruptcy case. See In re
Patriot Coal Corp., No. 15-32450-KLP, Doc. Nos. 1579, 1615 (Bankr.
E.D. Va. Oct. 7, 2015, Oct. 9, 2015).

The Debtors also noted that no party that is actually subject to
the consensual third party releases has objected to the Plan.

Jon Nix, a Holder of Interests in Xinergy Ltd., joined in the
Objection filed by the United States Trustee.  The Debtors asked
the Court to overrule the objection, noting that Mr. Nix is not a
creditor, thus was not entitled to vote on the Plan, and is not
subject to the Consensual Third Party Releases.

                         Other Objections

Sabra Investments, LP, has filed two objections: (x) the first
raises objections related to the amount of property taxes owed by
the Debtors under the mineral lease and the surface lease, and (y)
the second appears to be asserting an application for an alleged
administrative expense claim.

The Debtors submit that they have no obligation under the Leases to
pay the 2014 Taxes. The Debtors have an obligation under the
Mineral Lease to pay to first-half 2015 Taxes, and the Debtors will
pay the second-half 2015 Taxes as they become due in the ordinary
course. The Debtors also have an obligation under the Surface Lease
to pay the first-half 2015 Taxes.  However, based on the
termination and rejection of the Surface Lease, the Debtors have no
obligation to pay the second-half 2015 Taxes.  As to the second
objection, the Debtors note that Article II of the Plan provides a
process for resolving applications for administrative expenses
claims. While the Debtors believe that Sabra's application is
without merit, they will respond to this application in due course,
in accordance with the process set forth in Article II of the
Plan.

The Internal Revenue Service filed an objection to the Plan but
later obtained approval to withdraw its objection.

A copy of the Debtors' Memorandum of Law in support of confirmation
of the Plan is available for free at:

     http://bankrupt.com/misc/Xinergy_661_Memo_Plan_Conf.pdf

A copy of the Findings of Fact, Conclusions of Law and Order
Confirming the Debtors' Amended Joint Chapter 11 Plan is available
for free at:

    http://bankrupt.com/misc/Xinergy_678_Plan_Conf_Order.pdf

                        The Chapter 11 Plan

The Debtors' Plan contemplates emergence from Chapter 11 with the
businesses to continue to operate in virtually the same manner they
operated prior to the Petition Date but with the debt scheme
restructured and contemplates the parent corporation Xinergy Corp.
will be reorganized into New Holdco and all equities, securities in
Xinergy, Ltd., will be cancelled.  The common stock in New Holdco
will be distributed to holders of general unsecured claims, and
holders of equity-based awards issued under the management
incentive plan.

A copy of the Amended Disclosure Statement filed Oct. 1, 2015, is
available for free at:

        http://bankrupt.com/misc/Xinergy_454_1st_Am_DS.pdf

A copy of the Plan Supplement filed Jan. 14, 2016, is available for
free at:

        http://bankrupt.com/misc/Xinergy_628_Plan_Supplement.pdf

Counsel to the Debtors:

         Tyler P. Brown, Esq.
         Henry P. (Toby) Long, III, Esq.
         Justin F. Paget, Esq.
         HUNTON & WILLIAMS LLP
         Riverfront Plaza, East Tower
         951 East Byrd Street
         Richmond, VA 23219
         Telephone: (804) 788-8200
         Facsimile: (804) 788-8218
         E-mail: tpbrown@hunton.com
                 hlong@hunton.com
                 jpaget@hunton.com

                       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.


ZEST HOLDINGS: S&P Assigns 'B' Rating on $50MM 1st Lien Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
ratings to Zest Holdings LLC's proposed issuance of $50 million
first-lien loan.  S&P assigned a recovery rating of '3' to these
notes, indicating our expectation for meaningful recovery (50% to
70%; high end of the range) on these obligations in the event of a
payment default.

S&P expects the company to use proceeds to acquire Danville
Materials LLC and to cover associated fees.

S&P's 'B' corporate credit rating on Zest reflects S&P's assessment
of the company's business risk as weak and the financial risk
profile as highly leveraged.  The outlook is stable.

The assessment of a weak business risk profile reflects significant
product concentration (namely, its Locator product offering), which
has a patent expiring in 2018, the elective nature of procedures
incorporating the Locator product, and a relatively small
addressable market.  S&P's business risk assessment also
incorporates the company's leading position in removable
overdenture attachment systems, high loyalty among dental
practitioners, low manufacturing costs, and the low percentage of
overall cost in the dental procedure, all leading to very strong
EBITDA margins.  The highly leveraged financial risk profile
reflects adjusted debt leverage of about 5.5x to 6.0x pro forma for
the acquisition.

RATINGS LIST

Zest Holdings LLC
Corporate Credit Rating                B/Stable/--

New Rating

Zest Holdings LLC
Senior Secured $50 Mil. First-Lien     B
   Recovery Rating                      3H



[*] 4th Circuit Says Legal Fees Trumped by $1 Million Tax Claim
---------------------------------------------------------------
Hannah Sheehan at Bankruptcy Law360 reported that the Fourth
Circuit on Jan. 26, 2016, denied a law firm's bid for fees it
charged for managing a North Carolina man's bankruptcy, saying that
current tax law doesn't permit its $200,000 bill to take precedence
over a $1 million tax claim from the Internal Revenue Service.

A three-judge panel rejected Stubbs & Perdue PA's arguments that a
prior version the Bankruptcy Code, which predates the Bankruptcy
Technical Corrections Act of 2010, should govern the law firm's
suit over fees it billed for managing the estate of Henry.


[*] 9th Circ. Says Absolute Priority Applies to All Chapter 11s
---------------------------------------------------------------
Carmen Germaine at Bankruptcy Law360 reported that in an "arcane
but important question of first impression," the Ninth Circuit
ruled on Jan. 28, 2016, that the absolute priority rule still
applies to individual Chapter 11 reorganizations after the
Bankruptcy Code was amended in 2005, overruling a previous decision
from the circuit's Bankruptcy Appellate Panel.

A three-judge panel affirmed that the absolute priority rule, which
requires the Debtors to pay dissenting creditors in full before
retaining any property, still applies to individual Chapter 11
reorganizations after the Bankruptcy Abuse Prevention and Consumer
Protection Act of 2005.


[*] Bankruptcy Filings Drop 10% in Calendar Year 2015
-----------------------------------------------------
During the 12-month period ending December 31, 2015, 844,495
bankruptcy cases were filed in federal bankruptcy courts, down from
the 936,795 bankruptcy cases filed in calendar year 2014 -- a 9.9%
drop in filings. This is the lowest number of bankruptcy filings
for any 12-month period since 2007, and the fifth consecutive
calendar year that filings have fallen.

According to data from the Administrative Office of the U.S.
Courts, there were 7,241 Chapter 11 filings for 2015, slightly up
from 7,234 for 2014; but down from 8,980 for 2013; 10,361 in 2012;
and 11,529 in 2011.

Business bankruptcies were down 24,735 in 2015 from 26,983 in 2014;
33,212 in 2013; 40,075 in 2012; and 47,806 in 2011.


[*] Fitch: Stronger Recoveries Amid Industrial Bankruptcies
-----------------------------------------------------------
Industrial- and manufacturing-sector bankruptcies are characterized
by high valuation multiples relative to the cross-sector corporate
average, according to Fitch Ratings' latest bankruptcy enterprise
valuation and recovery case study report.

The median multiple of reorganization enterprise value/forward
EBITDA forecast for industrial and manufacturing companies was
6.3x, modestly higher than the 6.0x cross-sector corporate average.
Among Fitch's sample, 39% of industrial/manufacturing cases
reorganized at a multiple above 7x.

First-lien recoveries among industrial/manufacturing bankruptcies
were also significant, averaging 82% of par value.  In addition,
68% of first-lien debt claims received distributions of 91% or more
of par value.

"The industrial and manufacturing sector is generally comprised of
a diverse set of companies with a variety of business risks and
commodity exposures that led to bankruptcies for idiosyncratic
reasons," said Sharon Bonelli, Senior Director, Leveraged Finance.


Prominent bankruptcy drivers in Fitch's sample included flawed
business models, production problems, accounting issues, high-cost
raw material, market access issues, and downturn-induced declines
in demand.  More than 50% of Fitch's sample defaulted during the
recessionary period 2008-2010.  Many (85%) of these cases had
assets of $1 billion or less and were unable to access new capital
to sustain their highly leveraged capital structures during the
downturn.



[*] Hon. D. Michael Lynn Joins Shannon Gracey as Senior Counsel
---------------------------------------------------------------
The Hon. D. Michael Lynn has joined Shannon, Gracey, Ratliff &
Miller, LLP 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."


[*] LSI Increases to 7.9% in January 2016, Moody's Says
-------------------------------------------------------
Moody's Liquidity Stress Index jumped to 7.9% in January 2016 from
6.8% in December 2015, reaching the index's highest level since
December 2009 and marking the largest one-month gain since March
2009, as weakness persists in energy and spread modestly beyond
commodity-based sectors, the rating agency says in its most recent
edition of SGL Monitor Flash.

While the energy sector continues to be the main driver of
liquidity weakness, some companies in other sectors are beginning
to facing liquidity challenges.  The LSI excluding the oil and gas
sector jumped to 4.5% in January, the highest since November 2010
and the latest sign that liquidity weakness is spreading modestly
outside energy-related sectors.  Six of the 10 downgrades to SGL-4
were outside of energy, although two affected suppliers to
commodity companies, with GrafTech International Ltd. (B3 negative)
and Fairmount Santrol (Caa1 negative) both lowered because of their
exposure to the steel and oil and gas sectors, respectively.

"Operating weakness and maturities coming due in early 2017 are
straining the liquidity of companies of some low-rated companies,"
said John Puchalla, a Moody's Senior Vice President.  "As borrowing
rates rise and credit markets tighten, companies closer to the
margin will find it challenging to cost-effectively refinance their
upcoming debt maturities."

The LSI for oil and gas increased to 21.4% in January from 19.6% in
December, just slightly below its 24.5% recessionary peak in March
2009.  Out of the four oil and gas companies lowered to SGL-4,
Stone Energy Corp. (B3 review for downgrade) represented the
biggest downgrade of two notches.

Moody's forecasts the US speculative-grade default rate will climb
to 4.4% in December this year from 3.2% in December 2015.


[*] S&P Takes Actions on 20 Investment-Grade Exploration Companies
------------------------------------------------------------------
Standard & Poor's Ratings Services, on Feb. 2, 2016, said that it
has taken rating actions on 20 investment-grade U.S. oil and gas
exploration and production (E&P) companies after completing a
review.  The review followed the recent revision of S&P's
hydrocarbon price.

While oil prices deteriorated over the past 15 months, the
U.S.-based investment-grade companies S&P rates had been largely
immune to downgrades.  However, given the magnitude of the recent
reductions in S&P's price deck, most of the investment-grade
companies were affected during this review.  S&P expects that many
of these companies will continue to lower capital spending and
focus on efficiencies and drilling core properties.  However, these
actions, for the most part, are insufficient to stem the meaningful
deterioration expected in credit measures over the next few years.


DOWNGRADES

Chevron Corp. Corporate Credit Rating Lowered To AA-/Stable/A-1+
From AA/Negative/A-1+

The downgrade reflects S&P's expectation that in the context of
lower oil and gas prices and refining margins, the company's credit
measures will be below S&P's expectations for the 'AA' rating over
the next two years.  S&P anticipates Chevron will significantly
outspend internally generated cash flow to fund major project
capital spending and dividends this year and generate little cash
available for debt reduction over the following two years.  S&P
notes that the company has significantly more debt than in the last
cyclical downturn while oil and gas production are at similar
levels.  The stable outlook reflects S&P's expectation that credit
measures will improve over the next three years assuming lower
capital spending and higher commodity prices.

EOG Resources Inc.: Corporate Credit Rating Lowered To
BBB+/Stable/A-2 From
A-/Stable/A-2

The downgrade reflects increased leverage following the reduction
in S&P's oil and natural gas price assumptions, along with lower
capital spending and a slight production decline in 2016.  S&P now
expects funds from operations (FFO)/debt to fall and remain below
45% over the next two years, which S&P views as too low for an
'A-' rating, given the company's strong business risk profile.  The
stable outlook reflects S&P's estimate that FFO/debt will approach
30% in 2016 and improve thereafter as commodity prices rise under
S&P's price deck assumptions.  S&P applies a one-notch uplift to
the anchor for comparable rating analysis, given that EOG's
leverage is lower than many of its 'BBB' rated peers.

Apache Corp.: Corporate Credit Rating Lowered To BBB/Stable/A-2
From BBB+/Stable/A-2

The downgrade reflects increased leverage following the reduction
in S&P's oil and natural gas price assumptions, along with lower
capital expenditures and a modest year-over-year production decline
in 2016.  S&P now expects FFO/debt to fall and remain below 30%
over the next two years, levels S&P views as too low for a 'BBB+'
rating, given the company's strong business risk profile. The
stable outlook reflects S&P's estimate that FFO/debt will approach
20% in 2016 and improve thereafter as commodity prices rise under
S&P's price deck assumptions.

Devon Energy Corp.: Corporate Credit Rating Lowered To
BBB/Stable/A-2 From BBB+/Negative/A-2

The downgrade reflects S&P's expectation that in the context of
lower oil and gas prices, the company's credit measures will be
below S&P's expectations for the 'BBB' rating through 2018.  Devon
outlined steps to reduce debt following acquisitions announced in
December 2015, including selling assets.  However, S&P anticipates
that the company will outspend internally generated cash flow over
the next two years without further limiting capital spending or
reducing dividends.  The stable outlook reflects S&P's expectation
that Devon's credit measures will improve over the next three years
under our rising commodity price assumptions.

Hess Corp.: Corporate Credit Rating Lowered To BBB-/Stable/-- From

BBB/Stable/--

The downgrade reflects S&P's expectation that in the context of
lower oil and gas prices, the company's credit measures will be
below S&P's expectations for the 'BBB' rating over the next two
years.  Hess enters 2016 with ample liquidity, including
$2.7 billion in cash and has sharply curtailed capital spending.
However, S&P forecasts that the company will outspend internally
generated cash flow to fund capital spending and dividends through
2018.  The stable outlook reflects S&P's expectation that credit
measures will improve over the forecast period.  S&P notes that
proceeds from assets sales, operating cost reductions, or other
sources of funding could provide an opportunity to improve the
company's balance sheet.

Marathon Oil Corp. Corporate Credit Rating Lowered To
BBB-/Stable/A-3 From BBB/Stable/A-2

The downgrade reflects S&P's expectation that in the context of
lower oil and gas prices, Marathon's credit measures will be
consistently below S&P's expectations for the 'BBB' rating.
Marathon enters 2016 with ample liquidity, including $1.2 billion
in cash and has substantially reduced capital spending and
dividends.  S&P estimates that the company will outspend generated
cash flow to fund capital spending and dividends this year and that
cash flow coverage of debt has declined meaningfully.  The stable
outlook reflects S&P's projections that credit measures will
improve over the next two years.  S&P notes that proceeds from
assets sales or other external sources of funding could provide an
opportunity to improve the company's balance sheet.

Murphy Oil Corp.: Corporate Credit Rating Lowered To BBB-/Stable
  /-- From BBB/Negative/--

The downgrade reflects S&P's expectation of increased leverage and
worsening credit measures following the reduction in its oil and
natural gas price deck assumptions.  Despite the company's recent
reduction in planned capital spending for 2016, S&P expects debt to
EBITDAX to remain above 2x and FFO to debt below 30%, which S&P
views as too high for a 'BBB' rating, given the company's
satisfactory business risk profile.  The stable outlook reflects
S&P's expectation that debt to EBITDAX will remain below 4x under
its base case assumptions.

Continental Resources Inc.: Corporate Credit Rating Lowered To
BB+/Stable/-- From BBB-/Stable/--; Recovery Rating '3' (high end of
the range) assigned.

The downgrade reflects S&P's expectation of increased leverage and
worsening credit measures following the reduction in S&P's oil and
natural gas price deck assumptions. Despite Continental's reduction
in capital spending for 2016, S&P expects FFO to debt to fall below
20% and debt to EBITDAX to exceed 4x over the next two years.  S&P
views these credit measures as too high for a 'BBB-' rating, given
what S&P views the company's business risk profile as satisfactory.
S&P now views Continental Resources' financial profile as
aggressive.  S&P also assigned a '3' (high end of the range)
recovery rating to the company's senior unsecured notes.

Hunt Oil Co.: Corporate Credit Rating Lowered To BB+/Negative/--
From BBB-/Negative/--

The downgrade reflects S&P's expectation that in the context of
lower oil and gas prices, Hunt Oil's credit measures will be below
S&P's expectations for the 'BBB-' rating over the next two years.
In addition, the company is challenged by continued suspension of
liquefied natural gas (LNG) shipments from Yemen due to ongoing
fighting in the country.  Hunt has an interest in the Yemen gas
liquefaction plant and receives substantial distributions when the
project is operating.  The negative outlook reflects the likelihood
that S&P will lower the rating if it do not expect LNG shipments
from Yemen to resume by end of third quarter of 2016, or other
factors occur that result in weaker than currently anticipated
credit measures.

Southwestern Energy Co.: Corporate Credit Rating Lowered To
BB+/Negative/B From BBB-/Stable/A-3; Recovery Rating '3' (low end
of the range) assigned.

The downgrade reflects S&P's expectation of increased leverage and
worsening credit measures following the reduction in S&P's oil and
natural gas price deck assumptions, and incorporates S&P's
assumption of significantly reduced capital spending and a moderate
production decline in 2016.  S&P now expects FFO to debt to fall
and remain below 20% over the next two years, which S&P views as
too low for a 'BBB-' rating, given that S&P views the company's
business risk profile as satisfactory.  S&P now views Southwestern
Energy's financial profile as aggressive.  S&P also assigned a '3'
(low end of the range) recovery rating to the company's senior
unsecured debt.  The negative outlook reflects the potential for a
downgrade if S&P no longer expects FFO/debt to improve to above 20%
in 2018.

LONG-TERM CORPORATE CREDIT RATING PLACED ON CREDITWATCH WITH
NEGATIVE IMPLICATIONS; SHORT-TERM RATING AFFIRMED

Exxon Mobil Corp.: 'AAA' Corporate Credit Rating Placed On
CreditWatch With Negative Implications; 'A-1+' Short-Term Rating
Affirmed

The CreditWatch placement reflects the expectation that credit
measures will be weak for the ratings through 2018 under S&P's
price assumptions.  S& will assess management's financial policies
and strategies for mitigating the potential impact of the downturn,
as well as review the company's 2015 financial results and the
implications for credit quality.  S&P currently expects to resolve
its review within 90 days.  S&P currently anticipates that if it
lowers ratings, it would not lower them by more than one notch.

RATINGS PLACED ON CREDITWATCH WITH NEGATIVE IMPLICATIONS

ConocoPhillips: 'A' Long-Term And 'A-1' Short-Term Corporate Credit
Ratings Placed On CreditWatch With Negative Implications

The negative CreditWatch placement reflects the potential that S&P
could lower ratings over the next 90 days pending a review of
expected 2016-2018 financial results, and ConocoPhillips' ability
to fund expected negative free cash flow without materially
increasing debt leverage.  S&P currently expects to resolve its
review within 90 days.  S&P intends to review the company's ability
to achieve expected cost savings and substantial asset sales and
its ability to lower capital spending without significantly
affecting production levels.

Newfield Exploration Co.: 'BBB-' Corporate Credit Rating Placed On
CreditWatch With Negative Implications

The CreditWatch placement reflects S&P's expectation that credit
measures will be weak for the current rating over the next one to
two years.  S&P will assess management's financial policies and
strategies for mitigating the potential impact of lower commodity
prices over the next several weeks, as well as review the company's
2015 financial results and the implications for credit quality.
S&P expects to resolve the CreditWatch placement within 90 days.
S&P currently anticipates that if it lowers the ratings, S&P would
not lower them by more than one notch.

RATINGS AFFIRMED; OUTLOOK REVISED

Anadarko Petroleum Corp.: 'BBB' Corporate Credit And 'A-2'
Short-Term Ratings Affirmed; Outlook Revised To Negative From
Stable;

The outlook revision reflects increased leverage following the
reduction in S&P's oil and natural gas price assumptions, along
with lower capital spending and a modest year-over-year production
decline in 2016.  The negative outlook reflects S&P's estimate that
FFO/debt could fall below 20% and debt/EBITDAX could exceed 4x for
a sustained period if the company does not complete additional
noncore assets sales, as S&P currently anticipates.

National Fuel Gas Co. (NFG): 'BBB' Corporate Credit Rating And
'A-2' Short-Term Ratings Affirmed; Outlook Revised to Negative From
Stable.

The negative outlook reflects S&P's expectation that the company's
credit measures will be weak for the ratings over the next two
years because of lower oil and gas prices.  NFG has curtailed E&P
spending, but S&P expects spending and dividends to exceeds
internally generated cash flow over the next two years, in part,
due to investment in a pipeline expansion.  S&P forecasts that the
company's credit measures will return to acceptable levels for the
rating in 2018 due to higher expected commodity prices, increased
E&P production, and lower capital spending.

Noble Energy Inc.: 'BBB' Corporate Credit Rating Affirmed; Outlook
Revised To Negative From Stable

S&P revised its rating outlook to negative from stable, reflecting
its expectation that credit measures will remain weak for the
ratings over the next one to two years.  Although S&P expects the
company to remain cash flow neutral for the year under its revised
price assumptions, S&P expects FFO/debt to remain below 30% in 2016
and 2017, and adjusted debt/EBITDA to rise slightly above 3x in
2017, but S&P believes both measures will improve in 2018.  S&P
could lower the rating if it projects that the company will sustain
adjusted debt/EBITDA above 3x for a prolonged period.

RATINGS AFFIRMED

Occidental Petroleum Corp.: 'A' Corporate Credit Rating And 'A-1'
Short-Term Rating Affirmed; Outlook Stable

S&P has affirmed the ratings on Occidental, reflecting its
expectation that the company will continue to maintain conservative
financial policies such that FFO/debt will average above 60%
through 2018, albeit modestly below 60% in 2016.  S&P's
expectations include the receipt of about $1 billion from Ecuador
in 2016 for the recent settlement awarded by the International
Centre for Settlement of Investment Disputes, which is a key
support underlying S&P's expectations.  Cash flows are supported by
the start of the Al Hosn gas project in the United Arab Emirates
and the low decline rate of the company's Permian enhanced oil
recovery operations.

EQT Corp.: 'BBB' Corporate Credit Rating Affirmed; Outlook Stable

S&P has affirmed the ratings on EQT, reflecting S&P's expectation
that it will continue to maintain conservative financial policies,
such that FFO/debt will not fall below 45% for a sustained period.
EQT should continue to benefit from its midstream operations that
allow it to capture more favorable pricing to help buffer the
negative price differentials typical of Marcellus shale producers.

Cimarex Energy Co.: 'BBB-' Corporate Credit Rating Affirmed;
Outlook Stable

Although credit measures should weaken for Cimarex Energy Co. in
2016 under S&P's revised price assumptions, it expects them to
remain adequate for the rating.  S&P projects FFO/debt above 40% in
2016 and commit the majority of its capital in the Permian and the
Mid-Continent region, albeit at reduced levels in response to the
current hydrocarbon prices.  The stable outlook reflects S&P's view
that the company's leverage will improve in 2017 and liquidity will
remain strong.

Pioneer Natural Resources Co.: 'BBB-' Corporate Credit Rating
Affirmed; Outlook Stable

The affirmation reflects S&P's view that Pioneer will maintain
FFO/debt above 45% over the next two years, as it continues to
invest and grow production in the Permian Basin.  S&P's estimates
incorporate the reduction in our oil and natural gas price
assumptions, a modest year-over-year increase in capital spending,
about 10% production growth in 2016, and the company's recent
$1.4 billion equity offering.

RATINGS LIST

Downgraded; Outlook Action
                           To                From
Chevron Corp.

Corporate credit rating    AA-/Stable/A-1+   AA/Negative/A-1+

EOG Resources Inc.
Corporate credit rating    BBB+/Stable/A-2   A-/Stable/A-2

Apache Corp.
Corporate credit rating    BBB/Stable/A-2    BBB+/Stable/A-2

Devon Energy Corp.
Corporate credit rating    BBB/Stable/A-2    BBB+/Negative/A-2

Hess Corp.
Corporate credit rating    BBB-/Stable/--    BBB/Stable/--

Marathon Oil Corp.
Corporate credit rating    BBB-/Stable/A-3   BBB/Stable/A-2

Murphy Oil Corp.
Corporate credit rating    BBB-/Stable/--    BBB/Negative/--

Continental Resources Inc.
Corporate credit rating    BB+/Stable/--     BBB-/Stable/--

Hunt Oil Co.
Corporate credit rating    BB+/Negative/--   BBB-/Negative/--

Southwestern Energy Co.
Corporate credit rating    BB+/Negative/B    BBB-/Stable/A-3

Long-Term Corporate Credit Rating Placed On CreditWatch With
Negative
Implications; Short-Term Rating Affirmed
                          To                 From

Exxon Mobil Corp.
Corporate credit rating   AAA/Watch Neg/A-1+ AAA/Negative/A-1+

Ratings Placed On CreditWatch With Negative Implications
                          To                 From

ConocoPhillips
Corporate Credit Rating   A/Watch Neg/A-1    A/Negative/A-1

Newfield Exploration Co.
Corporate credit rating   BBB-/Watch Neg/--  BBB-/Stable/--

Ratings Affirmed; Outlook Revised
                          To                 From

Anadarko Petroleum Corp.
Corporate credit rating   BBB/Negative/A-2   BBB/Stable/A-2

National Fuel Gas Co.
Corporate credit rating   BBB/Negative/A-2   BBB/Stable/A-2

Noble Energy Inc.
Corporate credit rating   BBB/Negative/--    BBB/Stable/--

Ratings Affirmed; Outlook Unchanged
Occidental Petroleum Corp.
Corporate credit rating                      A/Stable/A-1

EQT Corp.
Corporate credit rating                      BBB/Stable/--

Cimarex Energy Co.
Corporate credit rating                      BBB-/Stable/--

Pioneer Natural Resources Co.
Corporate credit rating                      BBB-/Stable/--



[^] BOOK REVIEW: Landmarks in Medicine - Laity Lectures
-------------------------------------------------------
Introduction by James Alexander Miller, M.D.
Publisher:  Beard Books
Softcover: 355 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy today at http://bit.ly/1sTKOm6

As the subtitle points out, the seven lectures reproduced in this
collection are meant especially for general readers with an
interest in medicine, including its history and the cultural
context it works within. James Miller, president of the New York
Academy of Medicine which sponsored the lectures, states in his
brief "Introduction" that this leading medical organization "has
long recognized as an obligation the interpretation of the
progress of medical knowledge to the public." The lectures
collected here succeed admirably in fulfilling this obligation.

The authors are all doctors, most specialists in different areas
of medicine. Lewis Gregory Cole, whose lecture is "X-ray Within
the Memory of Man," is a consulting roentgenologist at New York's
Fifth Avenue Hospital. Harrison Stanford Martland is a professor
of forensic medicine at New York University College of Medicine.
Many readers will undoubtedly find his lecture titled "Dr. Watson
and Mr. Sherlock Holmes" the most engrossing one. Other doctor-
authors are more involved in academic areas of medicine and
teaching. Reginald Burbank is the chairman of the Section of
Historical and Cultural Medicine at the New York Academy of
Medicine. He lectured on "Medicine and the Progress of
Civilization." Raymond Pearl, whose selection is "The Search for
Longevity," is a professor of biology at Johns Hopkins University.

The authors' high professional standing and involvement in
specialized areas do not get in the way of their aim to speak to a
general audience. They are all skilled writers and effective
communicators. As the titles of some of the lectures noted in the
previous paragraph indicate, the seven selections of "Landmarks in
Medicine" focus on the human-interest side of medicine rather than
the scientific or technological. Even the two with titles which
seem to suggest concern with technical aspects of medicine show
when read to take up the human-interest nature of these topics.
"The Meaning of Medical Research", by Dr. Alfred E. Cohn of the
Rockefeller Institute for Medical Research, is not so much about
methods, techniques, and equipment of medical research, but is
mostly about the interinvolvement of medical research, the
perennial concern of individuals with keeping and recovering good
health, and social concerns and pressures of the day. "The meaning
of medical research must regard these various social and personal
aspects," Cohn writes. In this essay, the doctor does answer the
questions of what is studied in medical research and how it is
studied. And he answers the related question of who does the
research. But his discussion of these questions leads to the final
and most significant question "for what reason does the study take
place?" His answer is "to understand the mechanisms at play and to
be concerned with their alleviation and cure." By "mechanisms,"
Cohn means the natural--i. e., biological--causes of disease and
illness. The lay person may take it for granted that medical
research is always principally concerned with finding cures for
medical problems. But as Cohn goes into in part of his lecture,
competition for government grants or professional or public
notoriety, the lure of novel experimentation, or research mainly
to justify a university or government agency can, and often do,
distract medical researchers and their associates from what Cohn
specifies should be the constant purpose of medical research. Such
purpose gives medicine meaning to humankind.

The second lecture with a title sounding as if it might be about a
technical feature of medicine, "X-ray Within the Memory of Man,"
is a historical perspective on the beginnings of the use of x-ray
in medicine. Its author Lewis Cole was a pioneer in the
development of x-rays in the late 1800s and early1900s. He mostly
talks about the development of x-ray within his memory. In doing
so, he also covers the work of other pioneers, notably William
Konrad Roentgen and Thomas Edison. Roentgen was a "pure scientist"
who discovered x-rays almost by accident and at first resented the
application of his discovery to practical uses such as medical
diagnosis. Edison, the prodigious inventor who was interested only
in the practical application of scientific discoveries, and his
co-worker Clarence Dally enthusiastically investigated the
practical possibilities of the discoveries in the new field of
radiation. Dally became so committed to his work in this field
that he shortly developed an illness and died. At the time, no on
knew about the dangers of prolonged exposure to x-rays. But
sensing some connection between his co-worker's untimely death and
his work with x-rays, Edison stopped his own investigations.

Cole himself became involved in work with x-rays during his
internship at Roosevelt Hospital in New York City in 1898 and
1899. His contribution to this important field was in the area of
interpretation of what were at the time primitive x-rays and
diagnosis of ailments such as tuberculosis and kidney stones. Cole
writes in such a way that the reader feels she or he is right with
him in the steps he makes in improving the use of x-rays. He adds
drama and human interest to the origins of this important medical
technology. The lecture "Dr. Watson and Mr. Sherlock Holmes" uses
the popular mystery stories of Arthur Conan Doyle to explore the
role of medicine in solving crimes, particularly murder. In some
cases, medical tests are required to figure out if a crime was
even committed. This lecture in particular demonstrates the
fundamental role played by medicine in nearly all major areas of
society throughout history. The seven collected lectures have
broad appeal. All of them are informative and educational in an
engaging way. Each is on an always interesting topic taken up by a
professional in the field of medicine obviously skilled in
communicating to the general reader. The authors seem almost mind
readers in picking out the most fascinating aspects of their
subjects which will appeal to the lay readers who are their
intended audience. While meant mainly for lay persons, the
lectures will appeal as well to doctors, nurses, and other
professionals in the field of medicine for putting their work in a
broader social context and bringing more clearly to mind the
interests, as well as the stake, of the public in medicine.


                            *********

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Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

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