TCR_Public/160211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, February 11, 2016, Vol. 20, No. 42

                            Headlines

5 STAR INVESTMENT: Gov't Calls for New Leader to Take Over
A.M. CASTLE: S&P Lowers Corp. Credit Rating to SD on Exchange Offer
ADVANCE WATCH: Court Confirms Joint Plan of Liquidation
ALPHA MEDIA: S&P Withdraws 'B' Rating on Proposed 1st Lien Debt
AOXING PHARMACEUTICAL: Posts $2.06 Million Net Income for Q2

ARCH COAL: Seeks to Avert Fight Over Environmental Liabilities
ARIA ENERGY: Moody's Lowers CFR to 'B1', Outlook Stable
AVAIL TRADING: Case Summary & 10 Largest Unsecured Creditors
BALL CORP: Fitch Affirms 'BB+' IDR; Outlook Stable
BALL CORP: Moody's Affirms 'Ba1' CFR, Outlook Stable

BALL CORP: S&P Affirms 'BB+' CCR on Rexam Acquisition
BEAZER HOMES: Stockholders Elect 8 Directors
BOOMERANG TUBE: Court Denies Committee Counsel's Fees
BROADWAY FINANCIAL: Grace & White Reports 6.3% Stake
BRONCO MIDSTREAM: S&P Affirms 'B' CCR & Alters Outlook to Negative

BROOKE CORP: U.S. Trustee Says Estate Trustee Doesn't Deserve Boot
BROOKLYN RENAISSANCE: JPMMAC May Pursue Foreclosure, Court Says
BUDD COMPANY: Hearing on Amended Disclosure Statement Feb. 12
BUILDERS FIRSTSOURCE: Enters Into Private Note Swap Transaction
BUILDERS FIRSTSOURCE: S&P Assigns 'B+' Rating on $207.6MM Notes

CAESARS ENTERTAINMENT: BOKF Loses Partial Summary Judgment Bid
CAMPBELL GRAPHICS: Case Summary & 19 Largest Unsecured Creditors
CENTRAL ILLINOIS ENERGY: Summary Judgment Favoring Nostaw Affirmed
CHESAPEAKE ENERGY: S&P Lowers CCR to 'CCC', Outlook Negative
CHESAPEAKE ENERGY: Says It Has No Plans to Pursue Bankruptcy

CLIFFS NATURAL: To Settle Pending Class Action Lawsuit
COMMUNITY CHOICE: Moody's Affirms Caa1 CFR, Outlook Negative
CRYOPORT INC: Adopts Changes to Bylaws
CRYOPORT INC: Board OKs Committee Charter Amendments
CRYOPORT INC: Reports 50% Revenue Growth for Third Quarter 2016

CTI BIOPHARMA: FDA Partially Holds Pacritinib Clinical Trial
DIFFERENTIAL BRANDS: Barry Sternlicht Has 7.07% Stake as of Jan. 28
DIFFERENTIAL BRANDS: TCP RG, LLC, et al., File Schedule 13D
DRAFTDAY FANTASY: Completes Sale of Certain Assets to Perk.com
DUNMORE HOMES: Court Grants NACIC's Bid to Dismiss Action

EIDOS: Patent Manager Files for Chapter 11 Protection
ESTATE FINANCIAL: Disclosure Statement Hearing on Feb. 17
ESTATE FINANCIAL: Jeremiassen to Remain as Trustee After 7 Years
ESTATE FINANCIAL: Trustee Has Paid $39 Mil. to Investor-Creditors
FOURTH QUARTER: Financing Hiked to $1.75M, Extended to Oct. 31

FTE NETWORKS: Board Appoints Brad Mitchell as Director
GCA SERVICES: S&P Affirms 'B' CCR & Rates $615MM Facilities 'B'
GENERAL STEEL: Board Ousts Chief Executive Officer
GENIUS BRANDS: Iroquois Capital, et al., Report 6.7% Stake
GENWORTH LIFE: Fitch Cuts Insurer Financial Strength Rating to BB+

GENWORTH LIFE: S&P Lowers Financial Strength Rating to 'BB'
GREENSHIFT CORP: KCG Americas No Longer a Stockholder
GT ADVANCED: Gets Approval to Resolve Manz's $38.8-Mil. Claim
HORNED DORSET: Has Until Feb. 11 to File Ch. 11 Plan, Outline
INFINITY ENERGY: Hudson Bay Capital Reports 9.9% Equity Stake

INTERFACE SECURITY: S&P Lowers CCR to 'CCC+' on Weak Liquidity
JAMES BOWIE: Court Fixes Alberigi's Interest Rate at 6%
JEFFREY ALEXANDER: Creditor Advised to File Formal Motion
JOYCE LESLIE: Receives Approval for Sale of Office, Store Leases
LEVEL 3: Unit Enters Into Supplemental Indentures with BNY Mellon

MALIBU LIGHTING: Lists $32MM in Assets, $12.1MM in Liabilities
MALIBU LIGHTING: Seeks to Sell Outdoor Inventory for $1.79MM
MCCLATCHY CO: Royce & Associates Holds 10.1% of Class A Shares
MEGA RV: Plan Trustee Liquidating Remaining Assets
MMRGLOBAL INC: Completes a 1-for-5 Reverse Common Stock Split

MOBIVITY HOLDINGS: ACT Capital, et al., Report 6.1% Stake
MOSHE ADRI: Court Affirms Denial of Bid to Vacate Default Judgment
MURPHY OIL: Fitch Lowers IDR to 'BB+', Outlook Remains Stable
NEW CENTURY: Deutsche Bank Wins Summary Judgment Against Moss
NEW ENGLAND COMPOUNDING: Gov't Can't Amend Suit vs. Ex-Director

NEW GULF RESOURCES: Plan Goes to April 11 Confirmation Hearing
NORANDA ALUMINUM: Court OKs First Day Motions, DIP Financing
NORANDA ALUMINUM: Gets Court Approval for $165MM DIP Financing
OFFSHORE GROUP: Completes Restructuring, Exits Chapter 11
OUTER HARBOR: Liabilities Mostly from Port of Oakland Lease Deals

OUTERWALL INC: S&P Lowers CCR to 'BB-' Due to Redbox Revenue Drop
PEARL CITY, MS: Moody's Confirms Ba1 Rating on $12.4MM GOULT Bonds
PHILLIPS INVESTMENTS: Can Employ James C. Cook as Appraiser
PICO HOLDINGS: Sean Leder Revises Consent Solicitation
PLEASE TOUCH MUSEUM: Plan Confirmation Hearing on March 16

PROSPECT HOLDING: S&P Lowers ICR to 'CC', On CreditWatch Negative
QUANTUM CORP: Bylaws Allows Director Removal by Stockholders
RANDALL BLANCHARD: IFA May File Administrative Claim, Court Says
RAYONIER ADVANCED: S&P Lowers CCR to 'BB-', Outlook Stable
RCS CAPITAL: 341 Meeting of Creditors Set for March 11

RCS CAPITAL: Disclosure Statement Hearing Set for March 16
RCS CAPITAL: Gains First Chapter 11 OKs on $1.4BB Debt Rework
RELATIVITY FASHION: Action Removal Period Extended to April 25
RELATIVITY FASHION: Has Access to Cash Collateral Until Feb. 17
ROBERT SCHWARTZ: 6th Cir. Dismisses Liggett's Confirmation Appeal

SANITARY AND IMPROVEMENT: In Ch.9 Due to Housing Market Downturn
SANTA FE GOLD: Has Until March 23 to File Ch. 11 Plan
SCC PARTNERS: Case Summary & 18 Largest Unsecured Creditors
SEABOARD REALTY: Affiliates Join in Chapter 11 Filing
SIDEWINDER DRILLING: S&P Lowers CCR to 'CC', Outlook Negative

SOLERA HOLDINGS: S&P Lowers CCR to 'B', Off CreditWatch Negative
SOTHEBY'S: S&P Lowers CCR to 'BB-' on More Aggressive Fin'l. Policy
SOUTHERN INYO: In Bankruptcy Due to Decline in Reimbursements
SPENDSMART NETWORKS: Closes Offer to Amend Outstanding Warrants
STAR COMPUTER: Committee's Challenge Period Extended Through May 25

STAR COMPUTER: Mercantil Withdraws Stay Relief Motion
STELLAR BIOTECHNOLOGIES: Incurs $1.62M Net Loss in Fiscal Q1
SURGERY PARTNERS: S&P Assigns 'B' CCR Then Withdraws Rating
SWIFT ENERGY: Ch. 11 Plan Goes to March 30 Confirmation Hearing
SWIFT ENERGY: To Seek Approval of Debt-for-Equity Plan on March 30

TARGA PIPELINE: S&P Lowers CCR to 'BB-', Outlook Negative
TAYLOR-WHARTON INT'L: Lists $14.5MM in Assets, $48MM in Liabilities
TGHI INC: Files for Bankruptcy Protection to Wind Down Operations
TRONOX INC: Avoca Plaintiffs' Suits Against Kerr-McGee Barred
UNI-PIXEL INC: Hudson Bay Capital Reports 9.9% Stake as of Dec. 31

UNIVERSAL COOPERATIVES: Ex-Employees Seek Payment of Defense Costs
VERSO CORP: Redacted Copy of Restructuring Support Deal Filed
WARREN RESOURCES: Warns of Possible Bankruptcy Filing
WPCS INTERNATIONAL: Hudson Bay Capital No Longer a Shareholder
WPCS INTERNATIONAL: Iroquois Master Fund Has 9.99% Stake at Dec. 31

YESHIVA UNIVERSITY: Moody's Affirms B3 Rating on 2009/2011A Bonds
YRC WORLDWIDE: To Present at Investor Conferences
[*] Borrowing Costs Soar for Junk-Rated Energy Issuers
[*] Life Insurers Face Higher Energy-Related Losses, Fitch Says
[*] S&P Takes Actions on US Regional Banks on Expected Loan Losses

[*] S&P Takes Rating Actions on 45 US Exploration Companies
[*] Waller Lansden Adds 13 Attorneys from Taube Summers in Austin
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

5 STAR INVESTMENT: Gov't Calls for New Leader to Take Over
----------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that Justice Department officials are pushing for another
new financial professional to take over bankrupt real estate
investment firm 5 Star Investment Group LLC, which regulators have
accused of misleading investors who mostly live in Indiana's Amish
community.

According to the report, in court papers, Justice Department
lawyers said founder Earl Miller may have fled and that the
asset-recovery firm he left in charge doesn't have prior experience
with restructuring and turnaround management.  They asked Judge
Harry C. Dees Jr., in documents filed in U.S. Bankruptcy Court in
South Bend, Ind., to appoint a new leader to deal with people who
invested millions of dollars but stopped getting payments last
year, the report said.

5 Star Investment Group, LLC, and its 10 affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Jan. 25, 2016
(Bankr. N.D. Ind., Case No. 16-30078).  The case is assigned to
Judge Harry C. Dees, Jr.

The Debtor's counsel is Katherine C. O'Malley, Esq., at Cozen
O'Connor, in Chicago, Illinois.  The petition was signed by Earl
Miller, authorized representative.


A.M. CASTLE: S&P Lowers Corp. Credit Rating to SD on Exchange Offer
-------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Oak Brook, Ill.-based A.M. Castle & Co. to 'SD'
from 'CC'.  At the same time, S&P lowered the rating on the
company's 12.75% senior secured notes to 'D' from 'CC'.  The
recovery rating on the debt remains '3', indicating S&P's
expectation for meaningful (lower half of the 50% to 70% range)
recovery in the event of payment default.

The rating action reflects A.M. Castle's Feb. 3, 2016 announcement
of the consummation of the exchange offer for its senior secured
notes.  According to the company, all the conditions to carry
through the offer had been satisfied and the settlement date was on
Feb. 8, 2016.

"We intend to assign a corporate credit rating and outlook that
will reflect the new capital structure as soon as the supplemental
indenture, which gives effect to the amendments, becomes operative
and we have had enough time to review it," said Standard & Poor's
credit analyst Patricia Mendonca.


ADVANCE WATCH: Court Confirms Joint Plan of Liquidation
-------------------------------------------------------
In a Findings of Fact, Conclusions of Law, and Order dated January
25, 2016, which is available at http://is.gd/KZa6wFfrom
Leagle.com, Judge Martin Glenn of the United Stated Bankruptcy
Court for the Southern District of New York confirmed Advance watch
Company Ltd.'s Joint Plan of Liquidation having reviewed all
documents in connection with approval of the Disclosure Statement
and confirmation of the Plan and having heard all parties desiring
to be heard at the Hearing; and upon the record compiled in these
Chapter 11 Cases, including all the evidence proffered or adduced
and the arguments of counsel at the Hearing and after due
deliberation and consideration and sufficient cause appearing
thereof.

The case is In re: ADVANCE WATCH COMPANY LTD., et al., Chapter 11,
Debtors, Case No. 15-12690 (MG) Jointly Administered (S.D.N.Y.).

Advance Watch Company Ltd., Debtor, is represented by Judy B.
Calton, Esq. -- jcalton@honigman.com -- Honigman Miller Schwartz &
Cohn, LLP, Andrew Currie, Esq. -- ajcurrie@Venable.com -- Venable
LLP,Rishi Kapoor, Esq. -- rkapoor@Venable.com -- Venable LLP,
Jeffrey S. Sabin, Esq. -- jssabin@Venable.com -- Venable LLP.

Official Committee of Unsecured Creditors, Creditor Committee, is
represented by Robert M. Hirsh, Esq. -- robert.hirsh@arentfox.com
-- Arent Fox LLP.

                         About Advance Watch

Advance Watch Company Ltd., Binda USA Holdings, Inc., Sunburst
Products, Inc. and GWG International, Ltd. filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No.
15-12690) on Sept. 30, 2015.  Jeffrey L. Gregg signed the petition
as chief restructuring officer.

The Debtors listed total assets of $41.4 million and total
liabilities of $98 million.

The Debtors have engaged Venable LLP as counsel.

Founded in 1974, Advance Watch is part of a privately-held global
enterprise that designs, assembles, markets, and distributes
consumer watches under the trade name Geneva Watch Group.


ALPHA MEDIA: S&P Withdraws 'B' Rating on Proposed 1st Lien Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' issue-level
rating and '3' recovery rating on Oregon-based Alpha Media LLC's
proposed senior secured first-lien debt, which consisted of a $20
million revolver and a $265 million term loan B, because the deal
did not close as planned.

S&P will reevaluate its 'B' corporate credit rating on Alpha Media
once the debt issuance is finalized to determine if the company can
maintain adequate liquidity and a leverage profile that is
consistent with a 'B' rating.  S&P will likely withdraw the rating
if a debt transaction is not in process during the next 30 days.

RATINGS LIST

Alpha Media LLC
Corporate Credit Rating      B/Stable/--

Ratings Withdrawn
                                        To         From
Alpha Media LLC
Senior Secured
   $265 mil term bank ln due 2021       NR         B
    Recovery Rating                     NR         3H
  $20 mil revolver bank ln due 2020     NR         B
   Recovery Rating                      NR         3H

NR--Not rated.


AOXING PHARMACEUTICAL: Posts $2.06 Million Net Income for Q2
------------------------------------------------------------
Aoxing Pharmaceutical Company Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to shareholders of the Company of $2.06
million on $8.19 million of sales for the three months ended
Dec. 31, 2015, compared to net income attributable to shareholders
of the Company of $567,169 on $6.43 million of sales for the same
period in 2014.

For the six months ended Dec. 31, 2015, the Company reported net
income attributable to shareholders of the Company of $3.33 million
on $16.94 million of sales compared to net income attributable to
shareholders of the Company of $559,299 on $10.95 million of sales
for the six months ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $53.57 million in total
assets, $35.85 million in total liabilities and $17.72 million in
total equity.

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

                        http://is.gd/EYFtyq

                           About Aoxing

Aoxing Pharmaceutical Company, Inc., has one operating subsidiary,
Hebei Aoxing Pharmaceutical Co., Inc., which is organized under
the laws of the People's Republic of China.  Since 2002, Hebei
Aoxing has been engaged in developing narcotics and pain management
products.  In 2008 Hebei Aoxing supplemented its product lines by
acquiring Shijiazhuang Lerentang Pharmaceutical Company, Ltd., a
specialty pharmaceutical company focusing on herbal pain related
therapeutics.  The Company owns 95% of the equity in Hebei Aoxing.

Aoxing Pharmaceutical reported net income attributable to
shareholders of the Company of $5.49 million on $25.48 million of
sales for the year ended June 30, 2015, compared to a net loss
attributable to shareholders of the Company of $8.21 million on
$12.7 million of sales for the year ended June 30, 2014.

BDO China Shu Lun Pan Certified Public Accountants LLP, in
Shanghai, People's Republic of China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended June 30, 2015, stating that the Company accumulated a large
deficit and a working capital deficit that raise substantial doubt
about its ability to continue as a going concern.


ARCH COAL: Seeks to Avert Fight Over Environmental Liabilities
--------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review,
reported that Arch Coal Inc. struck a deal to avert a showdown with
Wyoming environmental regulators over the mining company's ability
to meet up to $485 million in cleanup obligations.

According to the report, under the settlement, filed Feb. 9 in
bankruptcy court, the Wyoming Department of Environmental Quality
agreed not to ask Arch to replace $485 million in so-called
self-bonds -- bonds that aren't backed by collateral or insured by
a third party -- meant to cover any reclamation, or cleanup,
obligations that arise at Arch's seven mines in the state.  Federal
and state mining laws require those financial assurances from
mining companies for them to operate, the report noted.

                         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.


ARIA ENERGY: Moody's Lowers CFR to 'B1', Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded the rating of Aria Energy
Operating, LLC to B1 Corporate Family Rating from Ba3.  The rating
outlook is stable.  In addition, Moody's revised its Speculative
Grade Liquidity rating to SGL-3 from SGL-2 and its Probability of
Default Rating (PDR) to B1-PD from Ba3-PD.

Downgrades:

Issuer: Aria Energy Operating LLC

  Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

  Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2

  Corporate Family Rating, Downgraded to B1 from Ba3

  Senior Secured Bank Credit Facility, Downgraded to B1 (LGD 4)
   from Ba3 (LGD 4)

Outlook Actions:

Issuer: Aria Energy Operating LLC

  Outlook, Remains Stable

                          RATING RATIONALE

"The downgrade of Aria reflects the further weakened market
dynamics for merchant power sector as well as unexpected
operational issues stemming from engine bearing part failure.
Moody's anticipates lower gross profits from power market sales as
well as reduced revenue and higher operating costs due to more
frequent maintenance outage schedules," stated Moody's Analyst
Jairo Chung.  "As a result, we expect Aria's cash flow to be
negatively impacted, weakening its key credit metrics," added
Chung.

Aria's B1 CFR rating reflects the continued lower power price
environment for merchant plants as well as on-going operational
issues that will result in lower than anticipated financial
metrics.  While Moody's believes that the company is addressing the
operational issues by implementing a more frequent maintenance
schedule, Moody's expects higher operating expenses and lower
revenue on an on-going basis.  The rating also incorporates in the
generally stable cash flow generated by the portion of its business
under long-term power sales contracts, sales of renewable natural
gas and renewable energy credit, as well as operations and
management (O&M) service contracts.  Approximately 57% of Aria's
generation portfolio is under long-term contracts and these
contracted sales make up approximately 74% of Aria's total annual
revenue.  However, Aria's relatively small scale with approximately
$400 million of total assets constrains the rating, although there
are some diversification benefits in its market exposure and
customer base.

"Based on the negative market and operational changes, we believe
Aria's key metrics such as cash flow from operation pre-working
capital to debt (CFO pre-WC to debt) will decline to the range of
11% - 15%.  Furthermore, we believe Aria will continue to maintain
an aggressive dividend policy under its current ownership.  Thus,
we expect Aria's retained cash flow to debt (RFC to debt) to range
from 5%-8%," said Moody's.

The revised SGL-3 Speculative Grade Liquidity rating from SGL-2
reflects the additional pressure on Aria's liquidity profile caused
by these adverse developments.  While Moody's expects Aria to
maintain adequate liquidity, Moody's expects that its internally
generated sources of cash will be less able to cover its higher
expenses.  Aria has approximately $45 million available on its
credit facility to fund some of these expenses.  All amounts
currently drawn on the facility are Letters of Credit primarily a
rollover from the prior credit facility.  Given the additional
pressure on its internally generated cash flow and these borrowings
under its credit facility, Aria's cushion under its financial
covenant is not as large or certain as it was before.  Moody's
continues to believe that Aria has limited access to alternate or
"back door" sources of liquidity as its assets are fully encumbered
with its lenders having a first priority lien on Aria's current and
future assets.  Furthermore, Aria's landfill gas projects are
relatively small, highly specialized and widely dispersed.

The stable outlook reflects Aria's generally stable cash flow from
its existing long-term contract sales for power, renewable natural
gas and renewable energy credit sales, which should offset the
ongoing pressures on the merchant portion of its business. I t also
reflects our expectation that Aria will be able to renew these
contracts when they expire and will recover from the recent
operational problems with some if its engines.

A rating upgrade could be considered if Aria demonstrates an
improved and consistent operation of its fleet at levels similar to
pre-2015 operations after it incorporates its new maintenance
schedule and addresses the engine part failure.  If these result in
an improved financial profile and credit metrics such that, for
example, its CFO pre-WC to debt improves above 16% on a sustained
basis, an upgrade could be considered.

A rating downgrade could be considered if Aria is not successful in
renewing its long-term contracts, resulting in a material
deterioration in revenue.  If its operations deteriorate further or
require additional investments constraining its balance sheet and
liquidity, a downgrade could also be considered.  Furthermore, if
its key metrics such as CFO pre-WC to debt declines to below 11% on
a sustained basis, a downgrade could be possible.

Aria is one of the largest landfill gas (LFG) companies in the U.S.
and owns and operates 24 LFG projects across 11 states.  Aria
captures the landfill gas to either generate electricity or produce
renewable natural gas, and sells the output.  Today, Aria owns has
approximately 163 MWe of net capacity. Aria is owned by private
equity investor funds managed by Ares EIF Management, L.P.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in October
2014.


AVAIL TRADING: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Avail Trading Corp.
        655 N. Central Ave. Ste. 1450
        Glendale, CA 91203

Case No.: 16-11648

Chapter 11 Petition Date: February 9, 2016

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Julia W. Brand

Debtor's Counsel: Aram Ordubegian, Esq.
                  ARENT FOX LLP
                  555 W 5th St 48th Fl
                  Los Angeles, CA 90013-1065
                  Tel: 213-629-7410
                  Fax: 213-629-7401
                  Email: ordubegian.aram@arentfox.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian Weiss, chief restructuring
officer.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-11648.pdf


BALL CORP: Fitch Affirms 'BB+' IDR; Outlook Stable
--------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Issuer Default Rating and all
outstanding debt ratings of the Ball Corporation (BLL).  Fitch also
assigns a 'BBB-/RR1' rating to Ball's $3.9 billion secured credit
facilities due February 2021.  The Rating Outlook is Stable.

                          KEY RATING DRIVERS

Leverage High Post-Close, Material Deleveraging Expected by 2017

The rating considers a material increase in Ball's leverage due to
debt financing of the planned acquisition of Rexam PLC (Rexam).
However, Fitch does anticipate the deleveraging process will
proceed at a relatively quicker pace, since regulatory divestitures
are greater than initial expectations.  Pro forma for the
transaction, Fitch expects leverage will be in the lower 4x range
at the end of 2016.  Ball's leverage, adjusted for debt factoring
receivables, was 3.3x for the third quarter 2015 (3Q15). Ball and
Rexam's combined free cash flow (FCF) generation should allow the
company to rapidly reduce leverage, primarily though debt reduction
and the benefits of increased EBITDA generation as synergies
materialize.  During 2017, leverage should further decline to below
3.5x.  Ball has a strong track record for deleveraging following
large transactions, which is an important rating consideration.

                   Improved Business Risk Profile

Fitch believes the proposed cash and stock transaction which values
Rexam at $8.4 billion will allow Ball to materially improve its
business risk profile, profitability and financial flexibility
owing to the combined capabilities, production efficiencies and
scale of these No. 1 and 2 global beverage-can manufacturers. Thus,
the combination should improve Ball's options for better optimizing
beverage-can prices to customers relative to other alternative
packaging substrates.  The transaction also provides access to
additional geographies and new customers that will increase Ball's
exposure to growing beverage segments, along with the ability to
better leverage specialty package technology and streamline plant
efficiencies.

                     Closing Expected in 1H16

Expected to close in 1H16, the transaction is subject to approval
from Rexam shareholders, U.S. regulatory authorities and to other
customary closing conditions.  Ball's shareholders approved the
transaction in July 2015.  Given the substantial market
concentration of the two companies across the U.S., Europe and
South America, the regulatory process has been much longer than
normal.  As of November 2015, Ball had estimated required
divestitures of assets producing revenues of at least $2.5 billion
annually.  Ball has received conditional regulatory approval from
regulatory agencies in Brazil and Europe.  Brazilian regulators are
requiring divestiture of two Ball plants in Brazil.  In Europe,
regulators are requiring divestiture of two Rexam can plants, 10
Ball can plants and two Ball plants making can ends. Total can
manufacturing capacity divested in Europe will be in excess of 18
billion cans.

       Expected Net Synergies of Combined Company Meaningful

Prior to divestitures, the combined company had an estimated $14.5
billion in revenues and $1.9 billion in EBITDA for 2015.  Based on
the offer announcement from November 2015, net synergy benefits
were expected to exceed $300 million on an annual basis and
non-recurring integration costs were estimated at approximately
$300 million over the first three years.  Integration efforts
should benefit from asset divestitures in Europe and Brazil that
are primarily Ball assets versus a mix of Ball and Rexam can
plants. Based on synergy realization, Fitch expects operating
EBITDA margin improvement, adjusted for expected restructuring
costs, of at least 200 basis points (bp) by 2017 and 300 bp by
2018.

                       Diversified Operations

Ball Corp's ratings reflect its diversified sources of cash flow,
stable credit metrics and leading market positions in the majority
of its product categories and market segments.  Longer-term
expectations are for modestly increasing global beverage-can volume
driven by growth in emerging and developing market regions, which
have experienced recent slowdowns and volatility along with pricing
pressures, primarily in China.  Ball has continued taking steps to
optimize can mix through investments and removed fixed costs to
increase productivity given the maturity and declining 12oz can
volumes in its developed markets.

Higher margin, specialty can growth has helped offset 12oz can
volume losses associated with declining consumer soft drink (CSD)
consumption and stagnating mainstream beer demand.  Globally,
specialty cans have grown substantially for Ball during the past
five years with overall specialty can mix of approximately 30% in
2015 compared with 13% in 2010.  Ball should experience operating
momentum improvement throughout 2016, except for China, as start-up
costs dissipate, new can capacity ramps, the Food and Household
segment improves, and expected tailwind benefits from aluminum
premiums are realized.

                      No Near-term Maturities

Ball's nearest term maturity, excluding the securitization program,
revolver debt and uncommitted lines of credit, are the senior notes
due in 2020.  In March 2015, Ball redeemed $1 billion of senior
notes including $500 million due in 2020 and $500 million due in
2021 by drawing on the $3 billion revolving credit facility (RCF).
In June 2015, Ball issued $1 billion that was used to pay down the
RCF and reduced the outstanding RCF commitment by $750 million.  In
December 2015, Ball issued a three-tranche EUR1.5 billion senior
notes offering of U.S.-dollar and Euro-denominated notes to prefund
the Rexam acquisition.

              Increased Use of Factoring Receivables

Ball has increased the use of factoring receivables during the past
year with adjusted days sales outstanding increasing to 65 days as
of Sept. 30, 2015, from 48 days a year earlier.  Total receivables
increased to $1.5 billion from $1.2 billion at the end of 2014.  To
manage the higher level of receivables, Ball has entered into
committed and uncommitted accounts receivable factoring programs
with multiple financial institutions for certain company
receivables.  The combined limits of the factoring program were
$605 million at Sept. 30, 2015.  A total of $490 million and $198
million were sold under these programs as of Sept. 30, 2015 and
Dec. 31, 2014, respectively.

The increased use of receivables factoring is likely due to
pressure from key customers trying to optimize their working
capital requirements.  Ball's program is accounted for as a true
sale of the receivables without recourse to Ball.  However, Fitch
views the practice of receivables factoring as a form of debt,
recognizing the core ongoing nature of Ball's receivables and the
potential for any required replacement funding being on balance
sheet.  Therefore, as part of Fitch adjustments, FCF has been
reduced based on changes in the facility and total debt has been
increased to reflect the receivables program.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer
include:

   -- The Rexam transaction will close in 1H16;
   -- Ball will not repurchase a material level of shares until
      net leverage, as defined by Ball, decreases below 3x;
   -- Margin expansion, outside of restructuring costs, of at
      least 200 bp through 2017 driven by increased scale and
      synergy opportunities;
   -- Synergy benefits of approximately $300 million three years
      after close;
   -- FCF in excess of $650 million in 2017;
   -- Leverage at the end of 2016 in the lower 4x range,
      decreasing to less than 3.5x during 2017.

RATING SENSITIVITIES

Negative: Future developments that may, individually or
collectively, lead to negative rating include:

   -- Sustained leverage greater than 3.5x gross debt-to-EBITDA,
      including debt factoring receivables.  Upon closure of the
      transaction, the leverage target would be increased to 4.0x
      reflecting the improvement in Ball's business risk profile,
      profitability and financial flexibility owing to the
      combined capabilities, production efficiencies and scale of
      these No. 1 and 2 global beverage-can manufacturers.

   -- Significant revenue decline/pressure on EBITDA causing a
      material drop in profitability and lower cash generation;

   -- Executional missteps combined with materially higher
      restructuring costs during the integration process such that

      Ball does not realize expected synergy benefits, leading to
      lower than expected margins, reduced cash generation,
      increased debt and higher leverage.

Positive: Positive rating actions are not anticipated in the
intermediate term given the material increase in leverage due to
the proposed transaction.  Once the transaction closes, future
developments that may, individually or collectively, lead to
positive rating include:

   -- Sustained leverage less than 3.0x, including debt factoring
      receivables;
   -- Margin expansion sustained in the upper-teens range;
   -- FCF margin sustained in the mid-single-digit range.

                            LIQUIDITY

Good Liquidity: Ball has good liquidity provided by the company's
FCF, availability under its credit agreement, balance sheet cash
and other facilities.  Ball bolstered the necessary liquidity
required for the proposed transaction through an initial $3 billion
multicurrency RCF maturing in February 2018 that was since reduced
to $2.25 billion and GBP3.3 billion multicurrency unsecured bridge
term-loan facilities.  LTM FCF was $132 million as of Sept. 30,
2015, after adjusting for the factoring program.

At Sept. 30, 2015, taking into account outstanding letters of
credit and excluding availability under the accounts receivable
securitization program, approximately $2.2 billion was available
under Ball's RCF.  Cash at the end of 4Q15 was $224 million, with
the majority held outside of the U.S.  There are no legal or
economic restrictions regarding the repatriation of cash held in
countries outside the U.S.  Following closure of the Brazilian
joint venture transaction, Ball will no longer need to hold a
higher level of cash in Brazil.  Ball has material inter-company
loans in Europe and China that allow the company to transfer cash
efficiently.

Ball's securitization agreement, maturing May 2017, can typically
vary between $90 million and $140 million depending on the
seasonality of the company's business.  The receivable
securitization totaled $140 million at Sept. 30, 2015.  The company
has uncommitted, unsecured credit facilities, which Fitch views as
a weaker form of liquidity.  Ball had approximately $764 million of
uncommitted lines available of which $89 million was outstanding
and due on demand at the end of 3Q15.

Expected financing for the transaction will include a mix of
secured bank loans, unsecured senior notes, a significant equity
component and excess cash.  In order to mitigate currency exchange
rate risk, Ball entered into 'collar and option' contracts from
February 2015 through the expected acquisition closing date with an
aggregate notional amount of approximately $3.4 billion at Sept.
30, 2015.  Ball also entered into interest rate swaps to minimize
interest rate exposure associated with the anticipated debt
issuances.

Fitch expects Ball will finance a substantial portion of the
transaction with foreign currencies in various geographies,
effectively mitigating the deleveraging risk from trapped foreign
cash due to the significant international cash generation of the
combined company.

FULL LIST OF RATING ACTIONS

Fitch has affirmed these:

   -- IDR at 'BB+';
   -- Senior unsecured debt at 'BB+/RR4';
   -- $2.25 billion senior secured credit facility at 'BBB-/RR1'.

Fitch has assigned these new ratings to the secured credit
facilities:

   -- $1.5 billion five-year secured RCF 'BBB-/RR1';
   -- $1.3 billion (USD) secured term loan 'BBB-/RR1';
   -- EUR1 billion secured term loan 'BBB-/RR1'.

Fitch will withdraw ratings on the existing secured credit facility
once the new credit agreement closes.


BALL CORP: Moody's Affirms 'Ba1' CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating,
Ba1-PD Probability of Default Rating and Ba1 existing senior notes
of Ball Corporation.  At the same time, Moody's assigned Baa3
ratings to the proposed $1,500 million senior secured
multi-currency revolving credit facility, $1,300 million senior
secured term loan and EUR1,000 million senior secured term loan, as
well as a speculative grade liquidity rating of SGL-2. The ratings
outlook is stable.  The proceeds from the new term loans will be
used to acquire Rexam PLC as well as pay fees and expenses
associated with the transaction (along with the previously issued
unsecured debt, proceeds from the required divestitures, and shares
of Ball stock).  The merger is expected to close in the first half
of 2016.

Moody's took these actions:

Ball Corporation

   -- Assigned $1,500 million Senior Secured Multi-currency
      Revolving Credit Facility due February 2021, Baa3/LGD 3

   -- Assigned EUR1,000 million Senior Secured term loan due
      February 2021, Baa3/LGD 3

   -- Assigned $1,300 million Senior Secured term loan due
      February 2021, Baa3/LGD 3

   -- Assigned Speculate-Grade Liquidity score of SGL-2

   -- Affirmed Corporate Family Rating, Ba1

   -- Affirmed Probability of Default Rating, Ba1-PD

   -- Affirmed $2.25mm Senior Secured Multi-currency Revolving
      Credit Facility, Ba1/LGD 4 (to be withdrawn at close of
      transaction)

   -- Affirmed Senior Unsecured Notes, Ba1/LGD4

The ratings outlook is stable.

The ratings are subject the transaction closing as proposed and the
receipt and review of the final documentation.

                          RATINGS RATIONALE

The affirmation of Ball's Ba1 corporate family rating reflects the
anticipated benefits from the acquisition, projected improvements
in operating results from various sources and managements' pledge
to direct all free cash flow to debt reduction until credit metrics
are restored to pre-acquisition levels.  Proforma leverage is high
at well over 5.0 times including the projected divestitures.
However, Ball is expected to reduce leverage to well under 4.0
times by the end of 2017 (the acquisition is projected to close
late in 2Q16).  The combined entity is expected to benefit from
projected synergies of at least $300 million, various in-process
cost saving initiatives in both companies and new contracted
business.  Debt reduction in 2016 is also expected to be
significant as the company is expected to borrow an additional $500
million to hold as a cash cushion until the deal is completed and
pay down debt with that cash sometime in 3Q16.

Ball's Ba1 Corporate Family Rating reflects the company's stable
profitability, well-consolidated industry structure with
long-standing competitive equilibrium and scale.  The Ba1 rating
also reflects the company's high percentage of long-term contracts
with strong cost pass-through provisions, geographic
diversification and continued emphasis on innovation and product
diversification.

The ratings are constrained by Ball's aggressive financial policy,
high proforma leverage and concentration of sales.  The ratings are
also constrained by a primarily commoditized product line.

The SGL-2 speculative grade liquidity rating reflects Ball's
projected strong cash flow, ample availability under the revolving
credit facility and good covenant cushion.

The Baa3 rating and loss given default for the secured facilities
contemplate a 50% deficiency claim as the collateral is only a
stock pledge, but the secured facilities benefit from some
guarantees from foreign subsidiaries and the stock pledge while the
unsecured notes are guaranteed by only the domestic subsidiaries
and do not have a stock pledge (approximately 50% of proforma sales
are from outside the US).

The ratings or outlook could be downgraded should an acquisition,
new shareholder initiative or exogenous shock impair cash
generation.  The failure of the deal to close as projected or the
company to achieve the projected improvements in credit metrics or
a deterioration in the operating and competitive environment could
also result in a downgrade.  Specifically, the ratings could be
downgraded if adjusted total debt-to-EBITDA remains above 4.0
times, funds from operations-to-debt remains below 18% and/or
EBITDA-to-interest expense remains below 5.5 times.

Ball's financial aggressiveness is the primary impediment to an
upgrade.  An upgrade in ratings would require a commitment to
maintain less aggressive financial policies or significantly more
cushion within the contemplated higher rating category.
Additionally, an upgrade would require an investment grade capital
structure and continued stability in the competitive and operating
environment.  Specifically, the rating could be upgraded if
adjusted total debt-to-EBITDA improved to less than 3.25 times,
funds from operations-to-debt improved to over 22% and
EBITDA-to-interest expense improved to over 6.25 times on a
sustainable basis.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Broomfield, Colorado-based Ball Corporation is a manufacturer of
metal packaging, primarily for beverages, foods and household
products, and a supplier of aerospace and other technologies and
services to government and commercial customers.  The packaging
business generates approximately 90% of revenue, with the aerospace
business contributing the balance.  Ball is one of the world's
largest beverage can producers, with leading positions in North
America and Europe.  The company reports in four segments including
metal beverage packaging Americas and Asia, metal beverage
packaging Europe, metal food and household products packaging
Americas and aerospace and technologies.  Revenue for the twelve
month period ended Sept. 30, 2015, totaled approximately $8.2
billion.  Proforma for the proposed Rexam acquisition, revenue is
approximately $12 billion with approximately 92% generated from
packaging.


BALL CORP: S&P Affirms 'BB+' CCR on Rexam Acquisition
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Broomfield, Colo.-based Ball Corp., including S&P's 'BB+' corporate
credit rating.  The outlook is negative.

"At the same time, we assigned our 'BBB-' issue-level rating and
'2' recovery rating to the company's proposed senior secured credit
facilities.  The '2' recovery rating reflects our expectation for
substantial (70%-90%; higher end of the range) recovery in the
event of a payment default.  We anticipate that the facilities will
consist of a $1.5 billion multicurrency revolving facility due
2021, a $1.3 billion term loan due 2021, and a EUR1 billion term
loan due 2021.  We expect that Ball will use the proceeds from the
new facilities, along with previously issued note proceeds,
divestiture proceeds, and stock considerations, to fund the
purchase of London-based can maker Rexam PLC," S&P noted.

"The affirmation reflects our belief that Ball Corp.'s acquisition
of Rexam PLC will close during the first half of 2016 and that the
transaction will enhance Ball's operations enough to offset the
additional debt it has incurred, rendering this acquisition neutral
for the company's credit quality," said Standard & Poor's credit
analyst James Siahaan.  S&P expects that Ball will have pro forma
outstanding debt of over $8 billion as of the close of this
transaction.  The acquisition has received conditional regulatory
approval from the Brazilian and European authorities, but it is
still subject to U.S. regulatory approval.

The negative outlook reflects the potential that S&P could lower
its ratings on Ball Corp. if significant integration issues
pertaining to the Rexam acquisition, other operational challenges,
or financial policy decisions cause the company's credit measures
to unexpectedly weaken.  If Ball is unable to maintain a
FFO-to-adjusted debt ratio in the 12%-20% range during the year
following the Rexam acquisition, S&P could lower its ratings.

S&P could lower its ratings on Ball Corp. if management's financial
policies, integration-related challenges, or weakness in the
company's operating performance causes its FFO-to-debt ratio to
deteriorate to less than 12% during the 12-18 months following the
close of the proposed transaction with limited prospects for
improvement.

It is unlikely that S&P will upgrade Ball Corp. over the next year
in light of S&P's expectation that the company's credit measures
will be weak following the Rexam the acquisition, along with the
potential that it may face integration-related challenges.  An
upgrade would be predicated on S&P's view that management's
financial policies will be conservative enough to warrant higher
ratings, as demonstrated by consistently maintaining a
FFO-to-adjusted debt ratio above 20% and an adjusted debt-to-EBITDA
ratio of less than 4x.


BEAZER HOMES: Stockholders Elect 8 Directors
--------------------------------------------
Beazer Homes USA, Inc., held its 2016 annual meeting of
stockholders at which the stockholders:

  (a) elected Elizabeth S. Acton, Laurent Alpert, Brian C. Beazer,
      Peter G. Leemputte, Allan P. Merrill, Norma A. Provencio,
      Larry T. Solari and Stephen P. Zelnak, Jr. as directors;

  (b) ratified the selection of Deloitte & Touche LLP as the
      Company's independent registered public accounting firm for
      the fiscal year ending Sept. 30, 2016;

  (c) voted for, on a non-binding, advisory basis, the
      compensation paid to the Company's named executive officers;

  (d) voted for a proposal to amend the Company's Amended and
      Restated Certificate of Incorporation to extend the term of
      a protective amendment designed to help preserve certain tax
      benefits primarily associated with the Company's net
      operating losses; and

  (e) voted for a proposal to approve a new Section 382 Rights
      Agreement to become effective upon the expiration of the
      Company's existing Section 382 Rights Agreement, to help
      continue to protect the tax benefits primarily associated
      with the Company's net operating losses.

On Feb. 2, 2016, the Board of Directors of Beazer Homes USA, Inc.
elected Peter M. Orser to serve as a director and appointed him as
a member of the Compensation and Finance Committees of the Board.
From 2010 to 2014, Mr. Orser served as president and chief
executive officer of the Weyerhaeuser Real Estate Company, a
subsidiary of Weyerhaeuser Company, where he oversaw five different
homebuilding operations across the United States.  In July 2014,
under his leadership, Weyerhaeuser completed the successful sale of
the company for $2.8 billion to TRI Pointe Homes, Inc.  Prior to
that, Mr. Orser spent almost 25 years in various positions at
Quadrant Homes, a leading private homebuilder in the state of
Washington, including serving as President from 2003 to 2010.  Mr.
Orser is active in a number of other civic organizations, including
serving as vice chair of the Runstad Real Estate Center Advisory
Board at the University of Washington, and was recently appointed
by the Governor to serve on the Washington State Affordable Housing
Advisory Board.  Mr. Orser holds a Bachelor of Science degree from
the University of Puget Sound and a Master of Urban Planning from
the University of Washington.

                       About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

As of Dec. 31, 2015, Beazer Homes had $2.33 billion in total
assets, $1.70 billion in total liabilities and $632.97 million in
total stockholders' equity.

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In June 2015, Moody's Investors Service upgraded Beazer Homes USA,
Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability
of Default Rating to B3-PD from Caa1-PD.

As reported by the TCR on Sept. 4, 2015, Fitch Ratings had affirmed
the ratings of Beazer Homes USA, Inc. (NYSE: BZH), including the
company's Issuer Default Rating (IDR), at 'B-'.  Beazer's 'B-' IDR
reflects the company's execution of its business model in the
current moderately recovering housing environment, land policies,
and geographic diversity.


BOOMERANG TUBE: Court Denies Committee Counsel's Fees
-----------------------------------------------------
In an Opinion dated January 29, 2016, which available at
http://is.gd/w9Siaffrom Leagle.com, Judge Mary F. Walrath of the
United States Bankruptcy Court for the District of Delaware
sustained the U.S. Trustee's objection to the applications of Brown
Rudnick LLP, and Morris, Nichols, Arsht & Tunnel LLP as counsel to
the Official Committee of Unsecured Creditors of Boomerang Tube,
LLC.

The U.S. Trustee objected to the applications because they include
a provision indemnifying them for expenses incurred in any
successful defense of their fees.

Accordingly, Judge Walrath denied the request for approval of the
fee defense provision in the retention applications of Committee
Counsel.

The case is In re: BOOMERANG TUBE, INC., et al., Chapter 11,
Debtors, Case No. 15-11247 Jointly Administered (Bankr. D. Del.).

Boomerang Tube, LLC, Debtor, is represented by Ryan M. Bartley,
Esq. -- rbartley@ycst.com -- Young Conaway Stargatt & Taylor, LLP,
Sean Matthew Beach, Esq. -- sbeach@ycst.com -- Young, Conaway,
Stargatt & Taylor, Robert S. Brady, Esq. -- rbrady@ycst.com --
Young, Conaway, Stargatt & Taylor, LLP, Margaret Whiteman Greecher,
Esq. -- mgreecher@ycst.com -- Young, Conaway, Stargatt &
Taylor,Patrick A. Jackson, Esq. -- pjackson@ycst.com -- Young
Conaway Stargatt & Taylor, LLP, Elizabeth Soper Justison, Esq. --
ejustison@ycst.com -- Young Conaway,  Nick S. Kaluk, III, Esq. --
nskaluk@debevoise.com -- Debevoise & Plimpton LLP, Michael S.
Neiburg, Esq. -- mneiburg@ycst.com -- Young Conaway Stargatt &
Taylor, LLP, My Chi To, Esq. -- mcto@debevoise.com -- Debevoise &
Plimpton LLP.

Official Committee of Unsecured Creditors, Creditor Committee, is
represented by Derek C. Abbott, Esq. -- dabbott@mnat.com -- Morris,
Nichols, Arsht & Tunnell, Daniel B. Butz, Esq. -- dbutz@mnat.com --
Morris, Nichols, Arsht & Tunnell. Curtis S. Miller, Esq. --
cmiller@mnat.com -- Morris Nichols Arsht & Tunnell.

                  About Boomerang Tube

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

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

The cases are assigned to Judge Mary F. Walrath.

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

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District
of Delaware on Jan. 27, 2016, issued a findings of fact,
conclusions of law, and order confirming Boomerang Tube, LLC, et
al.'s Second Amended Joint Chapter 11 Plan, after a majority of
holders of claims entitled to vote on the Plan voted to accept the
Plan.


BROADWAY FINANCIAL: Grace & White Reports 6.3% Stake
----------------------------------------------------
Grace & White, Inc., disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2015, it
beneficially owns 1,348,576 shares of common stock of Broadway
Financial Corporation representing 6.30 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/lPFMZ4

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

As of Sept. 30, 2015, the Company had $403.90 million in total
assets, $363.25 million in total liabilities and $40.64 million in
total stockholders' equity.

For the nine months ended Sept. 30, 2015, the Company reported net
income of $3.43 million on $11.74 million of total interest income
compared to net income of $1.81 million on $11.54 million of total
interest income for the same period during the prior year.

                           *   *    *

This concludes the Troubled Company Reporter's coverage of Broadway
Financial Corporation until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


BRONCO MIDSTREAM: S&P Affirms 'B' CCR & Alters Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit and issue-level ratings on Bronco Midstream LLC and revised
the outlook to negative from stable.  The recovery rating on the
issue–level remains '3', indicating S&P's expectation of
meaningful (50% to 70%; at the low end of the range) recovery in
the event of payment default.

"The rating action on Bronco follows the rating action on Enable,"
said Standard & Poor's credit analyst Mike Llanos.  S&P recently
revised the rating outlook on Enable to negative from stable
following a further downward revision to S&P's forecasted commodity
prices and its expectation that Enable's adjusted debt leverage
would exceed 4x.

S&P's 'B' corporate credit rating on Bronco reflects a four-notch
negative ratings differential relative to the stand-alone credit
profile (SACP) of Enable Midstream Partners L.P. (Enable), of which
Arclight owns an approximate 11% equity interest.  The notching
differential reflects the structural subordination of Bronco
relative to Enable and its discretionary dividends which they do
not control.  The main factors that determine the number of notches
below the SACP on the investee company include cash flow stability,
corporate governance and financial policy, financial ratios, and
the ability to liquidate investments.  S&P would assess such
factors as positive, neutral, or negative.

The negative outlook reflects that of Enable, on which Bronco
relies on to pay steady distributions to service its debt
obligations.  S&P expects debt leverage to exceed 6x in 2016 but
believe Bronco will benefit from the mandatory cash flow sweep.

S&P could lower the rating if it revises Enable Midstream's
stand-alone credit profile downward.  S&P could also consider lower
ratings if Enable's distribution rate decreased to a level such
that S&P expects Bronco to sustain interest coverage below 1.5x.

S&P could revise the rating outlook to stable if it revises its
outlook on Enable to stable.  This could occur if the partnership
is able to maintain debt to EBITDA below 4x.


BROOKE CORP: U.S. Trustee Says Estate Trustee Doesn't Deserve Boot
------------------------------------------------------------------
Kali Hays at Bankruptcy Law360 reported that Brooke Corp.'s U.S.
Trustee on Feb. 2, 2016, rejected CEO Robert Orr's demand that the
current bankruptcy trustee and Husch Blackwell partner be replaced,
saying the move is motivated by Orr's intention to sue the firm
over allegations that a former estate trustee's actions actually
caused the bankruptcy.  U.S. Trustee Samuel K. Crocker told a
Kansas bankruptcy court that Brooke's current Chapter 7 trustee,
Chris Redmond, must stay in his position.

                           About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--   

was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP


BROOKLYN RENAISSANCE: JPMMAC May Pursue Foreclosure, Court Says
---------------------------------------------------------------
Judge Carla E. Craig of the United States Bankruptcy for the
Eastern District of New York vacated the automatic stay imposed in
the Chapter 11 case of Brooklyn Renaissance, LLC, to allow J.P.
Morgan Mortgage Acquisition Corp. to pursue its rights to the real
property and improvements located at 107 West 132nd Street, in New
York, including pursue the foreclosure proceeding pending against
the property.

JPMMAC sought relief from stay, and, alternatively, the appointment
of a chapter 11 trustee, complaining that the Debtor's pre-petition
and continuing post-petition mismanagement of property of the
estate.

FIA 555 Union Holdings LLC, a creditor, joined in JPMMAC's request
for the appointment of a Chapter 11 trustee, pointing out that the
Debtor's current management continues to waste valuable estate
assets by, amongst other things, pursuing frivolous litigation to
strip various different properties of the estate of valid liens
filed against them.  FIA further asserted that the Debtor’s
principal, James McGown, has played a "shell game" with the
ownership of the Debtor's various property interests, moving them
back and forth between entities that he owned and/or controlled in
an attempt to delay, hinder or defraud creditors from pursuing
their legitimate interests and these numerous transfers have
required creditors to jump through hoops just to keep track of who
is in ownership of the various properties.

In its opposition to JPMMAC's Objection, the Debtor argued that
JPMMAC's standing with respect to its claim against the Property is
faulty and questionable, and currently in material dispute of an
adversary proceeding pending before the Court, challenging JPMMAC's
standing asserting that the first assignment from MERS, as nominee
for ABC, to Homesales was improper because the signatory of the
first assignment was not an authorized MERS signatory and the
subsequent assignments of the Mortgage did not assign the Note and
therefore are a nullity as well.

The Debtor further argued that the Foreclosure Proceeding is
connected to and would interfere with the bankruptcy case so that
relief from the stay would not result in a partial or complete
resolution, and in fact could cause conflicting results as there is
a pending Adversary Proceeding in the Bankruptcy Court that
directly relates to JPMMAC's standing and ability to even commence
a foreclosure action of the Property. Granting the Motion would
subject the Property to foreclosure, which would eliminate any
chance of recovery to any of the Debtor’s creditors other than
JPMMAC, the Debtor added.

JPMMAC, in response, pointed out that Judge Sontchi implicitly and
explicitly recognized JPMMAC's standing, ownership of the Loan
Documents and right to foreclose on the Property when Judge Sontchi
granted JPMMAC the power to "establish and enforce its right,
remedies and interests under the Note and Mortgage" including
obtaining the necessary assignments of the Mortgage needed to cure
any defect in the Homesales Assignment in accordance with the
Homesales Bankruptcy Order.

JPMMAC further pointed out that there could not be more compelling
evidence of Debtor's mismanagement than its decision to not collect
rents and/or commence eviction proceedings against a defaulting
tenant, more so since the Debtor purchased the Property, subject to
the Mortgage, thus it has a duty under the Mortgage and
accompanying Assignment of Rents to protect the rental income and
security interests of the mortgagee, even if it were to cause the
Debtor an inconvenience.

JPMMAC further argued that the Debtor's representation that it
intends on selling the Property is speculative at best, in fact,
despite Debtor's representation at the initial status conference on
Sept. 16, 2015 that it intended on selling all of its properties,
the Debtor has offered no proof of marketing or that there are
interested buyers sufficient to pay JPMMAC's $2 million+ plus
lien.

Brooklyn Renaissance LLC is represented by:

     Jonathan S. Pasternak, Esq.
     Julie Cvek Curley, Esq.
     DELBELLO, DONNELLAN, WEINGARTEN, WISE & WIEDERKEHR, LLP
     One North Lexington Avenue, 11th Floor
     White Plains, New York 10601
     Telephone: (914) 681-0200
     email: jcvek@ddw-law.com
            jsp@ddw-law.com

J.P. Morgan Mortgage Acquisition Corp. is represented by:

     R. Christopher Owens, Esq.
     PARKER IBRAHIM & BERG LLC
     5 Penn Plaza 23rd Floor, Suite 2371
     New York, NY 10001
     Telephone: 212.596.7037
     Facsimile: 212.596.7036
     email: christopher.owens@piblaw.com

FIA 555 Union Holdings LLC is represented by:

     Robert M. Sasloff, Esq.
     Steven B. Eichel, Esq.
     ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C.
     875 Third Avenue, 9th Flr.
     New York, New York 10022
     Telephone: (212) 603-6300
     email: rms@robinsonbrog.com
            se@robinsonbrog.com

           About Brooklyn Renaissance

Brooklyn Renaissance, LLC, which manages various parcels of real
property located in Kings, New York and Suffolk County, New York,
sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
15-43122) on July 6, 2015 in Brooklyn. James McGown, the managing
member, signed the petition. The case is assigned to Judge Nancy
Hershey Lord.

The Debtor estimated $10 million to $50 million in assets and less
than $10 million in debt.

The Debtor tapped Jonathan S. Pasternak, Esq., at DelBello
Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, New
York, as counsel.


BUDD COMPANY: Hearing on Amended Disclosure Statement Feb. 12
-------------------------------------------------------------
Former automotive parts supplier The Budd Company, Inc., will seek
approval of the disclosure statement explaining its Chapter 11 Plan
at a hearing on Feb. 12, 2016.

On Feb. 3, 2016, the Debtor filed a Disclosure Statement for its
Fourth Amended Chapter 11 Plan.  A copy of the document is
available for free at:

    http://bankrupt.com/misc/Budd_Co_1539_DS_4th_Am_Plan.pdf

The Court held a hearing on the prior iteration of the Disclosure
Statement in January but continued the hearing to Feb. 12 at 1:30
p.m.

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America ("UAW") has asked the
Court to reject approval of the Disclosure Statement because the
Debtor has proposed a Plan that's unconfirmable on its face.

It said, among other things, that the Plan is illegal and
unconfirmable because it does not provide for claims resulting from
Sec. 1114 benefit modifications, and the Plan is unconfirmable
because by placing the UAW Retirees and the E&A Retirees in
separate classes, it impermissibly classifies retiree claims.

                    Changes in Plan Documents

The changes in the Fourth Amended Plan and Disclosure Statement
include the proposed treatment of Class 3 and Class 4 claims.

The prior iteration of the Disclosure Statement and Plan provided
that approximately the 4,000 holders of UAW retiree benefit claims
(Class 3) are owed an estimated $830.5 million and the 1,000
holders of E&A retiree benefit claims (Class 4) are owed $101.5
million; and Classes 3 and 4 would be paid from cash on hand and
proceeds of causes of action.

The most recent Disclosure Statement provides that the 4,000 UAW
retiree benefit claims (Class 3) are now scheduled as unliquidated
and each claim will be allowed solely for purposes of voting on the
Plan in the amount of $1.  In satisfaction of the UAW retiree
benefit claims, the UAW VEBA will be established and funded for the
benefit of the UAW Retirees.  In addition, the 1,000 E&A retiree
benefit claims (Class 4) are now scheduled as unliquidated and each
claim will be allowed solely for purposes of voting on the Plan in
the amount of $1.  In satisfaction of the E&A retiree benefit
claims (Class 4), the E&A retirees will receive retiree benefits
through the E&A VEBA.  

                       The Chapter 11 Plan

The Budd Company's Chapter 11 plan is premised on a settlement with
parent ThyssenKrupp North America, Inc.  To monetize the Debtor's
largest causes of action, the Plan seeks approval of the TKNA
Settlement Agreement, which provides for, among other things,
that:

   1. TKNA will pay on behalf of the Debtor directly to the UAW
      VEBA for the benefit of the UAW Retirees $285 million Cash,
      over a period of eight years, starting on October 3, 2016,
      subject to adjustment.

   2. If the Confirmation Order includes the Waupaca Claims
      Release, then TKNA will pay on behalf of the Debtor
      directly to the UAW VEBA for the benefit of the UAW
      Retirees an additional $35 million cash, over a period of
      eight years starting on Oct. 3, 2016, subject to
      adjustment.  If the Confirmation Order does not include the
      Waupaca Claims Release, then the Independent Fiduciary will
      have authority to prosecute claims against KPS for the sole
      benefit of the UAW Retirees.

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

   4. The Cash contributed by TKNA, as well as what is projected
      to be more than $200 million of the Debtor's Effective Date
      Cash, will fund the Debtor's Retiree Benefits obligations
      as modified.

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

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

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

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

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

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

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

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

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

In exchange for the benefits to be received by the Debtor and its
creditors, the Debtor would release TKNA, other affiliates
including TKAG, Clark Hill, BAML, KPS, Perella Weinberg, and the
officers, directors, and other agents of the foregoing from all
potential claims and causes of action.

According to the Disclosure Statement explaining the Fourth Amended
Plan, holders of non-priority tax claims (Class 1) and secured
claims (Class 2) are expected to have a 100% recovery.  In
satisfaction of the 4,000 UAW retiree benefit claims (Class 3),
which are now scheduled as unliquidated, the UAW VEBA will be
established and funded for the benefit of the UAW Retirees.  In
satisfaction of the 1,000 E&A retiree benefit claims (Class 4),
which are now scheduled as unliquidated, the E&A retirees will
receive retiree benefits through the E&A VEBA.  As to asbestos
claims (Class 5), allowed insured asbestos claims will have an
estimated recovery of 67%, net of applicable insurance, with
payment from insurance policies and an asbestos insured claim fund
created by the Debtor and the allowed uninsured claims will be made
solely from an uninsured asbestos claim fund.  Holders of 11
general unsecured claims totaling $5 million (Class 6) will receive
cash equal to the amount of 67% of the allowed amount of their
claims.  The 78 holders of claims assumed by TKNA in the aggregate
amount of $228 million (Class 7) will have a 100 percent recovery.
As for the equity interests (Class 8), TKNA will retain 100% of
the equity interests in the Debtor in accordance with the TKNA
Settlement Agreement.

As of Dec. 31, 2015, the Debtor had approximately $288 million in
cash.  During the course of the bankruptcy case to date, the Debtor
generally has spent between $4 million and $5 million each month on
retiree benefits.

Counsel to The Budd Company:

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

                      About The Budd Company

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

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

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

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

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

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

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


BUILDERS FIRSTSOURCE: Enters Into Private Note Swap Transaction
---------------------------------------------------------------
Builders FirstSource, Inc., disclosed in a Form 8-K document filed
with the Securities and Exchange Commission that it has entered
into separate, privately negotiated exchange agreements pursuant to
which $218.6 million aggregate principal amount of its 10.75%
Senior Notes due 2023 will be exchanged for $207.6 million
aggregate principal amount of additional 7.625% Senior Secured
Notes due 2021 issued under its existing indenture, dated as of May
29, 2013.  Following these transactions, $557.6 million aggregate
principal amount of the 2021 Notes and $481.4 million aggregate
principal amount of the 2023 Notes will remain outstanding.

The transaction allows the Company to reduce its long-term debt by
approximately $11 million and reduce its annual cash interest
expense by approximately $7.7 million.

The Company will pay interest of 7.625% per annum on the 2021 Notes
semi-annually in arrears on June 1 and December 1 of each year,
commencing on June 1, 2016.  The Notes will mature on June 1,
2021.

From time to time, based on market conditions and other factors and
subject to compliance with applicable laws and regulations, the
Company may repurchase or call the 2021 Notes or 2023 Notes, repay
debt, or otherwise enter into transactions regarding its capital
structure.

                    About Builders FirstSource

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

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

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

                           *     *     *

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

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

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


BUILDERS FIRSTSOURCE: S&P Assigns 'B+' Rating on $207.6MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services announced that it has assigned
its 'B+' issue-level rating and '3' recovery rating to Builders
FirstSource Inc.'s (BLDR) $207.6 million 7.625% senior secured
notes due 2021, issued under its existing indenture and resulting
in an aggregate principle amount of the $557.6 million.  S&P has
also lowered its issue-level rating on the company's senior secured
claims to 'B+' from 'BB-' and revised the recovery rating on the
debt to '3' from '2'.  In addition, S&P has affirmed its 'B-'
issue-level rating and '6' recovery rating on BLDR's senior
unsecured notes.  S&P has maintained its $210 million emergence
EBITDA and 5.5x enterprise valuation multiple for the company
because there is no material change in S&P's assessment of its
prospects since our last published article in July 2015.

BLDR announced that it has entered into separate, privately
negotiated exchange agreements pursuant to which the $218.6 million
aggregate principal amount of its 10.75% senior notes due 2023 will
be exchanged for the $207.6 million aggregate principal amount of
7.625% senior secured notes due 2021 issued under its existing
indenture, dated as of May 29, 2013.  Following these transactions,
the $557.6 million aggregate principal amount of the 2021 senior
secured notes and the $481.4 million aggregate principal amount of
the 2023 senior notes will remain outstanding.

KEY ANALYTICAL FACTORS

Standard & Poor's simulated default scenario contemplates a default
occurring in 2020 in the wake of a prolonged material downturn in
the U.S., leading to a decline in volume; overcapacity dynamics in
the industry; the commodity-like nature of the company's products;
and a loss of market share due to a more competitive operating
environment. As revenues and margins decline, the company finds
itself in the position of having to fund operating losses/debt
service with available cash and, to the extent available, its ABL
facility.  Eventually, the company's liquidity and capital
resources become strained to the point where the company cannot
continue to operate absent a bankruptcy filing, after which S&P
would assume a reorganization.

SIMULATED DEFAULT ASSUMPTIONS

   -- Year of default: 2020
   -- EBITDA at emergence: $210 million
   -- Implied enterprise valuation (EV) multiple: 5.5x
   -- Gross EV: $1.2 billion

SIMPLIFIED WATERFALL

   -- Net EV (after 5% administrative costs): $1.1 billion
   -- Estimated priority claims (60% usage of $800 million ABL
      facility, net of about $80 million of undrawn letters of
      credit): $410 million
   -- Remaining value: $690 million
   -- Estimated senior secured claims: (term loan: $600 million;
      senior secured notes: $580 million): $1.2 billion
      -- Recovery expectation: 50% to 70% (lower half of range)
   -- Remaining value for senior unsecured notes: $0
      -- Recovery expectation: 0% to 10%

Ratings List

Builders FirstSource Inc.
Corporate Credit Rating                   B+/Stable/--

New Rating

Builders FirstSource Inc.
$207.6 mil 7.625% sr secd notes           B+

Downgraded; Recovery Rating Revised
                                           To         From
Builders FirstSource Inc.
Sr secured claims                         B+         BB-
  Recovery rating                          3          2

Affirmed

Builders FirstSource Inc.
Senior unsecured notes                    B-
  Recovery rating                          6


CAESARS ENTERTAINMENT: BOKF Loses Partial Summary Judgment Bid
--------------------------------------------------------------
Plaintiff BOKF, N.A., and UMB Bank, N.A., as successor indenture
trustee and indenture trustee respectively, bring these actions to
enforce Caesars Entertainment Corporation's guarantees of roughly
seven billion dollars in first and second lien notes issued by
Caesars Entertainment Operating Company.

The Plaintiffs assert that CEC's guarantees became due and payable
upon CEOC's filing of a voluntary petition for relief under chapter
11 of the Bankruptcy Code in the Northern District of Illinois
Bankruptcy Court on January 15, 2015.  The Plaintiffs move for
partial summary judgment on their contract claims based on the
terms of the Indentures governing the notes.

In a Memorandum Opinion and Order dated January 5, 2016, which is
available at http://is.gd/SWCdRzfrom Leagle.com, Judge Shira A.
Scheindlin of the United States District Court for the Southern
District of New York denied the Plaintiff's motions.

The case is BOKF, N.A., solely in its capacity as successor
Indenture Trustee for the 12.75% Second-Priority Senior Secured
Notes due 2018, Plaintiff, v. CAESARS ENTERTAINMENT CORPORATION,
Defendant. UMB BANK, N.A., solely in its capacity as Indenture
Trustee under those certain indentures, dated as of June 10, 2009,
governing Caesars Entertainment Operating Company, Inc.'s 11.25%
Notes due 2017; dated as of February 14, 2012, governing Caesars
Entertainment Operating Company, Inc.'s 8.5% Senior Secured Notes
due 2020; dated August 22, 2012, governing Caesars Entertainment
Operating Company, Inc.'s 9% Senior Secured Notes due 2020; dated
February 15, 2013, governing Caesars Entertainment Operating
Company, Inc.'s 9% Senior Secured Notes due 2020, Plaintiff, v.
CAESARS ENTERTAINMENT CORPORATION, Defendant, Nos. 15-cv-1561
(SAS), 15-cv-4634 (SAS).

BOKF, N.A., Plaintiff, is represented by Mark Brent Joachim, Esq.
-- mark.joachim@arentfox.com  -- Arent Fox PLLC & Michael S. Cryan,
Esq. -- mark.joachim@arentfox.com  -- Arent Fox LLP.

Caesars Entertainment Corporation, Defendant, is represented by
Lewis Richard Clayton,  Esq. -- lclayton@paulweiss.com -- Paul,
Weiss, Rifkind, Wharton & Garrison LLP, Michael E. Gertzman,  Esq.
-- mgertzman@paulweiss.com -- Paul, Weiss, Rifkind, Wharton &
Garrison LLP, Ankush Khardori, Esq. -- akhardori@paulweiss.com --
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Christopher Mario
Colorado, Esq. -- ccolorado@fklaw.com -- Friedman Kaplan Seiler &
Adelman LLP, Eric Jonathan Seiler, Esq. -- esetler@fklaw.com --
Friedman, Kaplan,Seiler & Adelman, LLP, Jason Charles Rubinstein,
Esq. -- jrubinstein@fklaw.com -- Friedman Kaplan Seiler & Adelman
LLP, Jonathan Hillel Hurwitz,  Esq. -- jhurwitz@paulweiss.com --
Paul, Weiss, Rifkind, Wharton & Garrison LLP & Philippe Adler, Esq.
-- padler@fklaw.com -- Friedman, Kaplan,Seiler & Adelman, LLP.

                   About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

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

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


CAMPBELL GRAPHICS: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Campbell Graphics, Inc.
           dba AlphaGraphics # 521
        2904 W Clay Street
        Richmond, VA 23230

Case No.: 16-30523

Chapter 11 Petition Date: February 9, 2016

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Hon. Kevin R. Huennekens

Debtor's Counsel: Robert S. Westermann, Esq.
                  HIRSCHLER FLEISCHER, P.C.
                  2100 East Cary Street
                  The Edgeworth Building
                  Richmond, VA 23223
                  Tel: 804-771-5610
                  Fax: 804-644-0957
                  Email: rwestermann@hf-law.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Craig H. Campbell, Sr., president.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb16-30523.pdf


CENTRAL ILLINOIS ENERGY: Summary Judgment Favoring Nostaw Affirmed
------------------------------------------------------------------
Appellant/Trustee A. Clay Cox for Central Illinois Energy
Cooperative appealed from the November 2014 Order and Opinion and
March 2015 Affirmance issued by United States Bankruptcy Judge
Thomas Perkins.  That Order denied Appellant's partial motion for
summary judgment and granted Defendant Appellee Nostaw Inc.'s cross
motion for summary judgment.

The Trustee appeals the Bankruptcy Judge's grant of summary
judgment in favor of Nostaw.  Specifically, the issues presented
are whether the Bankruptcy Judge erred in finding: (1) that the
Trustee was time-barred from attempting to avoid the obligations
incurred under the September Agreement, and avoidance of the
obligation was necessary in order to avoid the payments made
thereunder; (2) that the September agreement was supported by
adequate consideration; and (3) that the Trustee was unable to
establish that the Coop had not received reasonably equivalent
value.

In an Opinion and Order dated January 25, 2016, which is available
at http://is.gd/6NaG9ofrom Leagle.com, Judge James E. Shadid of
the United States District Court for the Central District of
Illinois affirmed the Bankruptcy Court's November 2014 Order and
Opinion granting summary judgment in favor of Nostaw and the March
2015 Affirmance.

The adversary proceeding is A. CLAY COX, not individually but as
trustee for the estate of Central Illinois Energy Cooperative,
Plaintiff/Appellant, v. NOSTAW, INC., an Illinois corporation,
Defendant/Appellee, Case No. 15-1118 (C.D. Calif.), relating to In
re CENTRAL ILLINOIS ENERGY COOPERATIVE, Debtor.

A Clay Cox, Appellant, is represented by Alan L Fulkerson, Esq. --
alan.fulkerson@rfsc-law.com -- RIORDAN FULKERSON HUPERT & COLEMAN &
Stephen Alan Fulkerson, Esq. -- sfulkerson@rfsc-law.com  -- RIORDAN
FULKERSON HUPERT & COLEMAN.

Nostaw, Inc., an Illinois corporation, Appellee, is represented by
Thomas W O'Neal, Esq. -- TONeal@howardandhoward.com -- HOWARD &
HOWARD ATTORNEYS PLLC & Mark Bogdanowicz,  Esq. --
MBogdanowicz@howardandhoward.com  -- HOWARD & HOWARD ATTORNEYS
PLLC.

A Chapter 11 involuntary petition was filed against Central
Illinois Energy Cooperative on May 1, 2009.  The Debtor did not
file an answer and an order for relief was entered on June 18,
2009.  The case was converted to Chapter 7 on July 16, 2009.


CHESAPEAKE ENERGY: S&P Lowers CCR to 'CCC', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based oil and gas exploration and
production (E&P) company Chesapeake Energy Corp to 'CCC' from
'CCC+'.  The outlook is negative.

At the same time, S&P lowered its senior secured rating on
Chesapeake's second-lien debt to 'CCC+' from 'B' and removed the
rating from CreditWatch where S&P placed it with negative
implications on Jan. 25, 2016.  S&P revised the recovery rating on
this debt to '2' from '1'.  The recovery rating of '2' indicates
S&P's expectation of substantial (70% to 90%, lower half of range)
recovery in the event of a payment default.

In addition, S&P lowered the rating on the company's first-lien
senior secured debt to 'B-' from 'B'.  The recovery rating on this
debt remains '1', indicating S&P's expectation for very high (90%
to 100%) recovery in the event of a payment default.  Finally, S&P
lowered the senior unsecured debt ratings to 'CC' from 'CCC-'.  The
recovery rating on this debt remains '6', reflecting S&P's
expectation for negligible recovery (0% to 10%) in the event of a
payment default.  The rating on the company's preferred stock
remains 'D'.

"The downgrade reflects the potential that Chesapeake could pursue
a further debt exchange over the next 12 months and that we would
view a transaction as distressed rather than opportunistic, and
which we would consider a selective default," said Standard &
Poor's credit analyst Paul Harvey.  "This follows the announcement
that Chesapeake is working with Kirkland & Ellis LLP to improve its
balance sheet and likely to help address upcoming maturities," he
added.

The negative outlook reflects the potential that Chesapeake could
launch an exchange offer or other refinancing S&P would view as
distressed, resulting in lowering the corporate rating to 'SD'
(selective default).  Additionally, the negative outlook reflects
S&P's expectation that financial measures will remain very weak
over the next 24 months based on our natural gas and crude oil
prices assumptions.  Under these challenging conditions, S&P
expects debt leverage to exceed 12x on average.  Additionally,
liquidity is likely to be challenged under these low prices, both
from diminished cash flows and potential reductions in the
company's borrowing base.  If the company fails to improve
liquidity or financial measures we could lower ratings.

S&P could raise the rating if Chesapeake can address upcoming debt
maturities and putable debt such that S&P do not expect a
distressed exchange, likely in conjunction with expectations for
improving financial measures.


CHESAPEAKE ENERGY: Says It Has No Plans to Pursue Bankruptcy
------------------------------------------------------------
Joe Carroll, writing for Bloomberg Brief - Distress & Bankruptcy,
reported that Chesapeake Energy Corp. said it has no plans to seek
bankruptcy protection, dismissing a report that wiped out half the
U.S. natural gas driller's value.

According to the report, Kirkland & Ellis LLP has served as one of
Chesapeake's counsel since 2010 and continues to advise the company
as it seeks to further strengthen its balance sheet following its
recent debt exchange, Chesapeake said in a statement Feb. 8.

The company's ability to pay off a half-billion dollars in debt in
March hinges on how much of a $1.76 billion nest egg and $4 billion
credit line has already been burned by the second-largest U.S.
natural gas producer, the report said.  On Feb. 8, uncertainty on
those resources helped fuel the steepest one-day
drop in the stock's history, the Bloomberg report said.  Chesapeake
now becomes the latest shale driller punished by gluts of gas and
crude that have rendered companies increasingly desperate to
conserve cash, Bloomberg noted.

Bloomberg, on Feb. 9, said the company's shares dropped a record 51
percent after Debtwire reported that Chesapeake recently brought on
restructuring attorneys from the law firm.  The loss was pared to
36 percent after the company's statement, the report pointed out.

The concern among some investors is that the oil and gas producer
may run out of cash to cover debts in a prolonged market downturn,
Tim Rezvan, an analyst at Sterne Agee & Leach Inc., told
Bloomberg.

"The lifeblood of this company for the next four quarters at least
will be their revolving credit facility," Mark Hanson, an analyst
at Morningstar Inc., told Bloomberg in a telephone interview on
Feb. 9.  Investors will also be paying close attention to whether
lenders reduce Chesapeake's borrowing base during the bi-annual
reassessment in April, he said.

As previously reported by The Troubled Company Reporter in December
2015, citing Dow Jones' Daily Bankruptcy Review, Chesapeake is
working with restructuring advisers at Evercore Partners Inc. to
shore up its balance sheet as commodity prices extend their
decline.  According to the DBR report, citing people familiar with
the matter, Evercore bankers are advising the natural-gas producer
on potential measures to reduce its $11.6 billion debt load, such
as exchanging existing bonds at a discount for new securities or
selling assets.

                       *     *     *

The Troubled Company Reporter, on Jan. 27, 2016, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based exploration and production company
Chesapeake Energy Corp. to 'CCC+' from 'B'.  The outlook is
negative.

At the same time, S&P lowered the senior unsecured debt ratings to
'CCC-' from 'CCC+'.  The '6' recovery rating is unchanged,
reflecting S&P's expectation for negligible recovery (0% to 10%)
in
the event of a payment default.


CLIFFS NATURAL: To Settle Pending Class Action Lawsuit
------------------------------------------------------
Cliffs Natural Resources Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that it has reached
agreements in principle to settle both the putative federal
securities class action pending in the United States District Court
for the Northern District of Ohio, and the combined shareholder
derivative actions pending in the Court of Common Pleas of Cuyahoga
County, Ohio.  The lawsuits were brought against the Company and/or
a number of its former directors and officers in 2014 before the
change of control which occurred coincident with the July 2014
annual shareholder meeting.  These lawsuits were based, among other
things, on the alleged dissemination of false or misleading
information by the previous management and previous board of
directors regarding the Company's former Bloom Lake mine in Canada,
the impact of those operations on the Company's financial outlook,
including the sustainability of the common stock dividend, and
alleged failures to maintain internal controls and appropriately
oversee and manage the development of the Bloom Lake mining
operation.

The settlement agreements contain no admission of liability or
wrongdoing and include a full release of all defendants in
connection with the allegations made in the lawsuits.  The
settlements are subject to definitive documentation, shareholder
notice, and court approval.

The settlement of these lawsuits will have no impact on the
Company's financial position or operations.  The agreement in the
securities action provides for a settlement payment to the class of
$84,000,000, the totality of which will be paid by the Company's
third party insurance carriers.  Under the terms of the settlement
for the derivative actions, the Company has agreed to adopt a
number of changes to its corporate governance policies, protocols
and practices.  In addition, the Company's insurance carriers will
pay $775,000 for plaintiff's attorneys' fees and costs, subject to
court approval.

                   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.


COMMUNITY CHOICE: Moody's Affirms Caa1 CFR, Outlook Negative
------------------------------------------------------------
Moody's Investors Service affirmed Community Choice Financial,
Inc.'s corporate family and senior secured debt ratings at Caa1 and
revised the outlook on the ratings to negative from stable.

Rating Affirmations:

Issuer: Community Choice Financial Inc.

  Corporate Family Rating, Caa1

  Senior Secured Regular Bond/Debenture, Caa1

  Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Moody's affirmation of Community Choice's ratings reflects the
company's meaningfully reduced leverage as a result of its recently
announced debt repurchases at a substantial discount.  The revision
of the outlook to negative from stable reflects business risk
embedded in Community Choice's continued strategic repositioning of
the business in preparation for anticipated regulatory changes.

Community Choice repurchased one third of its senior secured note
obligations at a 70% discount, lowering its pro-forma leverage,
measured as Debt to annualized nine-month EBITDA as of Sept. 30, to
approximately 7x from 10x, according to Moody's calculations.
Moody's views this transaction as a distressed exchange and default
under its definitions.

Despite the material reduction in debt, which will reduce Community
Choice's interest expense, Moody's expects the company's financial
performance to remain weak, as it is continuing to reposition its
business model towards Consumer Financial Protection Bureau
(CFPB)-compliant lending.  Moody's expects Community Choice's
results to continue to reflect substantial credit costs, as a
result of the rapid expansion of its internet portfolio in recent
periods, as well as additional operating expenses related to the
strategic repositioning of the business in anticipation of the new
rules from the CFPB.

The ratings will be downgraded if Community Choice's core
profitability, excluding one-time costs related to divestitures and
branch closings, does not meaningfully improve in the next two
quarters.  Further, a legislative action that would severely affect
the company's franchise positioning and profitability in the United
States could also have negative rating implications.

The principal methodology used in these ratings was Finance
Companies published in October 2015.


CRYOPORT INC: Adopts Changes to Bylaws
--------------------------------------
Cryoport Inc. disclosed in a Form 8-K document filed with the
Securities and Exchange Commission that its Board of Directors
completed its annual review of its bylaws in light of developments
over the last year, including its up-listing to The Nasdaq Capital
Market, and the Board determined it was in the best interest of the
Company and its stockholders to adopt Amended and Restated Bylaws
of the Company, which became effective Feb. 8, 2016.  The Amended
and Restated Bylaws include, among others, the following changes:

  * incorporating certain timing and information requirements in
    connection with business brought before a meeting of the
    stockholders by a stockholder of record to facilitate
    compliance with Section 14 of the Exchange Act;

  * clarifying director nominee eligibility requirements and
    procedures for nomination;

  * increasing the percentage of outstanding voting stock    
    required to call a special meeting of stockholders from 10%
    to 75%;

  * requiring that all stockholder action be conducted at a
    meeting of the stockholders to give the Board and the Company
    the opportunity to provide information and recommendations
    with respect to any proposed action of the stockholders;

  * adding a forum selection clause that requires stockholders to
    bring any action against the Company in a Nevada court;

  * requiring, in the event an officer initiates a proceeding
    against the Company, that the Board approve the officer's
    initiation of such proceeding in order for the officer to be
    entitled to indemnification under the Amended and Restated
    Bylaws; and

  * incorporating certain conforming, ministerial and other
    related changes.

                         About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.

As of Dec. 31, 2015, the Company had $7.45 million in total assets,
$2.46 million in total liabilities and $4.99 million in total
stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception.  Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern,
the auditors said.


CRYOPORT INC: Board OKs Committee Charter Amendments
----------------------------------------------------
Upon the recommendation of the Compensation Committee as a result
of its annual review of its charter, the Board of Directors of
Cryoport Inc. approved an amendment to the charter of the
Compensation Committee.

Upon the recommendation of the Audit Committee as a result of its
annual review of its charter, the Board approved an amendment to
the charter of the Audit Committee.

Upon the recommendation of the Nomination and Governance Committee
as a result of its annual review of its charter, the Board approved
an amendment to the charter of the Nomination and Governance
Committee.

                           About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.

As of Dec. 31, 2015, the Company had $7.45 million in total assets,
$2.46 million in total liabilities and $4.99 million in total
stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception.  Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern,
the auditors said.


CRYOPORT INC: Reports 50% Revenue Growth for Third Quarter 2016
---------------------------------------------------------------
Cryoport, Inc., reported a net loss attributable to common
stockholders of $2.99 million on $1.45 million of revenues for the
three months ended Dec. 31, 2015, compared to a net loss
attributable to common stockholders of $1.99 million on $975,188 of
revenues for the same period in 2014.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss attributable to common stockholders of $12.27 million on $4.32
million of revenues compared to a net loss attributable to common
stockholders of $8.24 million on $2.73 million of revenues for the
nine months ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $7.45 million in total assets,
$2.46 million in total liabilities and $4.99 million in total
stockholders' equity.

Commenting on the third quarter results, Jerrell Shelton, chief
executive officer of Cryoport, stated, "We grew revenue by 50% for
the third quarter.  This growth was primarily driven by the
addition of a significant number of new biopharma clients,
including eight new clinical trial programs.  Even though biopharma
revenue was up 80% year-over-year, these results were well below
our expectations due to delays in program start dates and the pace
of enrollments in multiple key clinical programs.  In addition, we
experienced lower than anticipated revenue in the reproductive
medicine and animal health markets, due to regulatory changes and
one of our client's temporary reduction in production volume.
While we expect revenue across each of these markets to pick up, we
are revising our revenue guidance for the full fiscal year 2016 to
approximately $6.0 million," stated Mr. Shelton.

"There continues to be increasing market demand for our unique cold
chain solutions, particularly in support of the growing number of
cellular therapy programs.  In fact, we are currently supporting 10
phase III trials.  We are also engaged in late-stage discussions
with several clients regarding long-term supply agreements as they
prepare to commercialize their respective therapies.  By our
estimates, the clinical trials that we currently support have the
potential to generate cumulative revenues of more than $150 million
over the next four to five years for Cryoport.  Clearly, as these
activities come to fruition, they will drive value for our
shareholders," concluded Mr. Shelton.

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

                       http://is.gd/9cAIUz

                         About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.

Cryoport reported a net loss attributable to common stockholders of
$12.2 million for the year ended March 31, 2015, compared to a net
loss attributable to common stockholders of $19.6 million for the
year ended March 31, 2014.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has incurred recurring operating losses and has had
negative cash flows from operations since inception.  Although the
Company has cash and cash equivalents of $1.4 million at March 31,
2015, management has estimated that cash on hand, which include
proceeds from Class B convertible preferred stock received
subsequent to the fourth quarter of fiscal 2015, will only be
sufficient to allow the Company to continue its operations into the
third quarter of fiscal 2016.  These matters raise substantial
doubt about the Company's ability to continue as a going concern,
the auditors said.


CTI BIOPHARMA: FDA Partially Holds Pacritinib Clinical Trial
------------------------------------------------------------
CTI BioPharma Corp. announced that the Company received written
communication from the U.S. Food and Drug Administration on
Feb. 4, 2016, that the FDA has placed a partial clinical hold on
the clinical studies being conducted under the Company's
Investigational New Drug application for pacritinib.  This clinical
hold impacts part of the clinical work currently being conducted
under the IND and will also affect planned clinical trials.

Under the partial clinical hold, clinical investigators may not
enroll new patients or start pacritinib as initial or crossover
treatment, and patients not deriving benefit after 30 weeks of
pacritinib treatment should stop using pacritinib.  In addition,
the FDA has recommended that the Company make certain modifications
of protocols, including modifying all protocols for randomized
trials to disallow crossover to pacritinib, provide certain
notifications, revise relevant statements in the related
investigator's brochure and informed consent documents, and take
certain other actions.  The Company intends to implement the FDA's
recommendations.  All clinical investigators worldwide have been
delivered a notice of the partial clinical hold.

The Company intends to work together with the FDA and expects to
submit modifications and revisions that address the recommendations
noted above.  In its written notification, the FDA cited the
reasons for the partial clinical hold were that there was excess
mortality and other adverse events in pacritinib-treated patients
compared to the control arm in the PERSIST-1 trial.  The excess
mortality was most evident during the non-randomized crossover
period following the initial 24 weeks of randomized treatment,
during which patients in the control arm could switch to pacritinib
treatment.  In prior correspondence, the FDA acknowledged the
difficulty addressing non-significant results, and that crossover
designs can confound the interpretation of safety as well as the
evaluation of survival.

After submission of the required information, the FDA has indicated
that it would notify the Company whether it can continue the
clinical studies under the IND.

On Feb. 8, 2016, the Company announced that as of Feb. 3, 2016, it
has completed patient enrollment in the PERSIST-2 Phase 3 clinical
trial of pacritinib for the treatment of patients with
myelofibrosis.  PERSIST-2 is evaluating pacritinib for patients
with myelofibrosis whose platelet counts are less than or equal to
100,000 per microliter (GBP 100,000/mL).  Patients currently
receiving pacritinib may continue to do so unless they are not
deriving benefit after 30 weeks of pacritinib treatment.

                       About CTI BioPharma

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

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

As of Sept. 30, 2015, the Company had $63.1 million in total
assets, $90.6 million in total liabilities and a $27.5 million
total shareholders' deficit.


DIFFERENTIAL BRANDS: Barry Sternlicht Has 7.07% Stake as of Jan. 28
-------------------------------------------------------------------
Barry Sternlicht disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of Jan. 28, 2016, he
beneficially owns 877,103 shares of common stock of Differential
Brands Group Inc., representing 7.07 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/A0Tb97

                    About Differential Brands

Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.

Joe's Jeans Inc. has completed the merger combining Hudson Jeans
and Robert Graham.  Additionally, the company has been renamed
Differential Brands Group Inc. and will remain publicly listed on
NASDAQ under the ticker DFBG.

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

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.

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.


DIFFERENTIAL BRANDS: TCP RG, LLC, et al., File Schedule 13D
-----------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, TCP RG, LLC, et al., disclosed beneficial ownership of
shares of common stock of Differential Brands Group Inc. as of
Jan. 28, 2016:

                                  Shares
                                Beneficially       Percent
                                  Owned           of Class
  -----------------------       ------------      --------
  TCP RG, LLC                    1,245,418           10%

  Tengram Capital                1,655,763          13.3%     
  Partners Gen2 Fund, L.P.

  Tengram Capital                1,655,763          13.3%
  Associates, LLC

  TCP Denim, LLC                 4,480,287          26.5%

  Tengram Capital                4,480,287          26.5%
  Partners Fund II, L.P.

  Tengram Capital                4,480,287          26.5%      
  Associates II, LLC

  Matthew Eby                    6,136,050          36.3%

  William Sweedler               6,136,050          36.3%

A full-text copy of the regulatory filing is available at:

                    http://is.gd/BNkARI

                 About Differential Brands

Joe's Jeans Inc. -- http://www.joesjeans.com/-- designs, produces
and sells apparel and apparel-related products to the retail and
premium markets under the Joe's(R) brand and related trademarks.

Joe's Jeans Inc. has completed the merger combining Hudson Jeans
and Robert Graham.  Additionally, the company has been renamed
Differential Brands Group Inc. and will remain publicly listed on
NASDAQ under the ticker DFBG.

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

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.

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.


DRAFTDAY FANTASY: Completes Sale of Certain Assets to Perk.com
--------------------------------------------------------------
DraftDay Fantasy Sports Inc. has closed its previously-announced
sale of a number of assets, including the Viggle applications and
rewards program, for stock in Perk.com, a leading cloud-based
mobile rewards platform provider based in Austin, Texas.  Perk.com
trades on the Toronto exchange under the symbol PER.TO.  Perk is a
mobile-centric rewards platform targeting the "New Consumer" and
rewarding people for their everyday mobile and internet
activities.

As consideration for the assets to be sold, the Company received
the following consideration:

  * 1,370,000 shares of Perk common stock, a portion of which will
    be placed in escrow to satisfy any potential indemnification
    claims;

  * 2,000,000 Perk Shares if Perk's total revenues exceed USD
    $130.0 million for the year ended Dec. 31, 2016, or Dec. 31,
    2017;

  * A warrant  entitling the Company to purchase 1,000,000 shares
    of Perk common stock at a strike price of CDN $6.25 per share
    in the event the volume weighted average price of shares of
    Perk common stock is greater than or equal to CDN $12.50 for
    20 consecutive trading days in the two year period following
    the closing of the Acquisition;

  * A warrant entitling the Company to purchase 1,000,000 shares
    of Perk common stock at a strike price of CDN $6.25 per share  

    in the event that the VWAP of Perk common stock is greater
    than or equal to CDN $18.75 for 20 consecutive trading days in

    the two year period following the closing of the Acquisition;
    and

  * Perk will also assume certain liabilities of the Company,
    including Viggle points liability.

Robert F.X. Sillerman, executive chairman and chief executive
officer, commented, "We are proud of the success that we have been
able to achieve with the Viggle app.  We launched the app just a
few short years ago, and in that time, we were able to grow to 10
million registered users.  The Viggle app is now a natural fit for
Perk.com, as it complements their stable of engaging mobile
applications."

As previously disclosed on the Company's Current Report on Form
8-K dated Dec. 14, 2015, on Dec. 13, 2015, the Company entered into
a Credit Agreement with Perk, under which Perk provided a
$1,000,000 line of credit to the Company.  As provided in the
Credit Agreement, the Company elected to pay all amounts
outstanding under the Credit Agreement by reducing the number of
shares of Perk common stock due at closing of the Transaction by
130,000 shares.  The Asset Purchase Agreement provided that Perk
was to deliver 1,500,000 shares of Perk common stock at closing.
Therefore, because the Company elected to pay amounts outstanding
under the Credit Agreement in full by reducing the number of shares
of Perk common stock payable by Perk at closing by 130,000 shares,
Perk delivered 1,370,000 shares of Perk common stock at closing,
and the Credit Agreement is now deemed paid in full.  Further, the
security interest granted to Perk in the assets of the Company
under the Security Agreement executed in connection with the Credit
Agreement has been terminated.

                         About DraftDay

DraftDay Fantasy Sports Inc., formerly known as Viggle Inc., offers
a high quality daily fantasy sports experience directly to
consumers and to businesses desiring turnkey solutions to new
revenue streams. DraftDay Fantasy Sports Inc. is the largest
shareholder of DraftDay Gaming Group, with a 44% stake.  Sportech
owns 35%.  By combining and capitalizing on the well-established
operational business assets of DraftDay and Sportech, the new
DraftDay is well-positioned to become a significant player in the
explosive fantasy sports market.  DraftDay has paid out over $30
million in prizes with increased player retention and brand
loyalty.  DraftDay Fantasy Sports also operates MyGuy and Viggle
Football both of which offer real-time interactive participation
with professional and college football games; Wetpaint, which
offers entertainment and celebrity news; and Choose Digital, a
digital marketplace platform that allows companies to incorporate
digital content into existing rewards and loyalty programs in
support of marketing and sales initiatives.

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.


DUNMORE HOMES: Court Grants NACIC's Bid to Dismiss Action
---------------------------------------------------------
In an Order dated January 25, 2016, which is available at
http://is.gd/Vv7jEhfrom Leagle.com, Judge Troy I. Nunley of the
United States District Court for the Eastern District of California
granted Defendant North American Capacity Insurance Company's
motion for judgment on the pleadings to the extent it seeks
dismissal of the action filed by Dunmore Homes, LLC, et al., for
lack of subject matter jurisdiction.

Because jurisdiction has not been established, the Court makes no
ruling on the Defendant's motion for judgment on the pleadings as
to Counts Two and Three in the complaint.

The case is DUNMORE HOMES, LLC; DUNMORE LAGUNA RESERVE, LLC; and
PREMIER INDEMNITY COMPANY, INC. Plaintiffs, v. NORTHERN AMERICAN
CAPACITY INSURANCE COMPANY, Defendant, No. 2:14-cv-02132-TLN-AC.

Dunmore Homes, LLC, Plaintiff, is represented by Jay A.
Christofferson, Esq. -- Wanger Jones Helsley PC.

Dunmore Laguna Reserve, LLC, Plaintiff, is represented by Jay A.
Christofferson, Wanger Jones Helsley PC.

Premier Indemnity Company, Inc., Plaintiff, is represented by Jay
A. Christofferson, Wanger Jones Helsley PC.

North American Capacity Insurance Company, Defendant, represented
by Matthew Morache, Esq. -- Grimm, Vranjes & Greer, LLP.

                       About Dunmore Homes

Dunmore Homes Inc. is a privately owned residential homebuilder
based in Granite Bay, California.  Michael A. Kane of Granite Bay
is Company's owner.

Based in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The Company filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-13533) on Nov. 8, 2007.
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors selected
Morrison & Foerster LLP as its counsel.

The Debtor disclosed $20,743,147 in total assets and $250,252,312
in total debts in its schedules of assets and liabilities filed
with the Court.

In January 2008, the U.S. Bankruptcy Court for the Southern
District of New York ordered the transfer of Debtor's Chapter 11
case to the U.S. Bankruptcy Court for the Eastern District of
California, Sacramento Division.  The Debtor's Plan of Liquidation
was confirmed in September 2008.


EIDOS: Patent Manager Files for Chapter 11 Protection
-----------------------------------------------------
Privately-held Eidos and six affiliated debtors filed for Chapter
11 protection with the U.S. Bankruptcy Court in the Eastern
District of Virginia (Case Number 16-10385) on Feb. 4, 2016.  The
Company, a holding and management company that owns and manages
patents for inventors and other parties, is represented by Donald
F. King of Odin Feldman & Pittleman.  Eidos' Chapter 11 petition
indicates total assets greater than $100 million and debt of $50
million to $100 million.


ESTATE FINANCIAL: Disclosure Statement Hearing on Feb. 17
---------------------------------------------------------
Thomas P. Jeremiassen, chapter 11 trustee for Estate Financial,
Inc. ("EFI"), and the Official Committee of Unsecured Creditors
will ask the U.S. Bankruptcy Court for the Central District of
California, Northern Division, to approve the disclosure statement
with respect to their proposed First Amended Liquidating Plan dated
Nov. 25, 2015, for the Debtor's estate.

The First Amended Liquidating Plan dated November 25, 2015,
proposed by the Chapter 11 Trustee and the Creditors' Committee is
a blueprint of how the Debtor, its Estate and its Assets will be
structured and liquidated after or as a result of confirmation of
the Plan.  The Plan's goals include (i) Enabling the continued
liquidation of the few remaining Assets of the Estate over a
reasonable time; and (ii) Enabling Creditors to be paid sooner and
more than they likely would be paid absent confirmation of the
Plan.

To accomplish these goals, the Plan, among other things, does the
following:

   (a) Establishes the Liquidating Trust to, among other things,
       complete the liquidation of the Estate's assets (including
       the continued prosecution of pending litigation), continue
       objecting to Claims as appropriate, and make distributions
       to Holders of Allowed Claims;

   (b) Appoints a Liquidating Trustee to manage the Liquidating
       Trust;

   (c) Establishes a "Plan Advisory Committee" to advise the
       Liquidating Trustee;

   (d) Authorizes the Liquidating Trust to make interim
       Distributions before the completion of the liquidation of
       the Trust's Assets, payable, essentially, according to
       statutory priorities, to those Creditors holding Allowed
       Claims;

   (e) Eliminates the Interests held by the Debtor's principals;
       and

   (f) Reduces the role of the Bankruptcy Court in the
       liquidation process after the Effective Date of the Plan
       so as to potentially decrease expenses of the liquidation
       and increase Creditor recoveries.

Funding for the Plan shall be provided by Cash on hand as of the
Effective Date, which are amounts remaining primarily from: (1)
EFI's share of the proceeds of sales of Real Estate; and (2)
recoveries from litigation and/or negotiated settlements with title
companies or prepetition professionals of EFI.  In addition, the
Trustee anticipates further funding for the Plan after the
Effective Date of the Plan primarily on account of the following
Remaining Assets:

     (1) additional recoveries through  settlements with
         investors pursuant to the Settlement Parameters or
         through litigation if settlement is not reached;

     (2) recoveries on account of ongoing litigation against
         Bryan Cave, LLP, the Debtor's prepetition counsel; and

     (3) the Estate's interest in a twenty-five year note with
         a principal balance anticipated to be approximately
         $400,000 as of the Effective Date, for which payments
         on the note are made monthly from a blocked account at
         the San Luis Obispo Superior Court.

                   Recoveries by Claim Holders

Holders of administrative claims and gap claims aggregating
$1,775,736 will be paid in full on the effective date of the Plan.
Holders of priority tax claims, if any, will have a 100% recovery.
Holders of secured real property tax claims (Class 1), will be
satisfied, at the option of the Trustee, by (i) abandonment by the
estate of the collateral, or (ii) payment in full on the Effective
Date.  Miscellaneous secured claims (Class 2) will be satisfied by
abandonment of the collateral, sale, or periodic cash payments.
Priority claims (Class 3), if any, will be paid in full.  Holders
of general unsecured claims (Class 4), estimated to total
$150,703,550, will have a recovery of 3.9% plus a pro rata share of
unknown net litigation recoveries.  Holders of equity interests
(Class 5) won't receive any distributions.

The Trustee anticipates that, after the Plan's Effective Date,
approximately $5 million will be available for pro rata payment to
holders of allowed general unsecured claims.  As to the Claims
sharing in this distribution, although the amount of all general
unsecured claims asserted against EFI totaled nearly $1 billion in
over 2000 claims, the Trustee and his professionals have filed nine
omnibus objections covering over 400 claims filed by EFMF
investors, and an additional 21 omnibus objections covering almost
1,000 claims of investors who had settled their claims through the
Settlement Parameters.  The Proponents believe the amount of
general unsecured claims likely will be reduced to approximately
$150 million when all claim objections have been resolved.

A copy of the Disclosure Statement for the First Amended
Liquidating Plan filed Nov. 25, 2015, is available for free at:

      http://bankrupt.com/misc/Estate_F_3526_DS_1st_Am_Plan.pdf

Counsel to Thomas P. Jeremiassen, EFI Trustee:

         Robert B. Orgel, Esq.
         Jeffrey L. Kandel, Esq.
         Cia H. Mackle, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         10100 Santa Monica Blvd., 13th Floor
         Los Angeles, CA 90067-4003
         Telephone: 310-277-6910
         Facsimile: 310-201-0760
         E-mail: jkandel@pszjlaw.com

Counsel to the Official Committee of Unsecured Creditors:

         David W. Meadows, Esq.
         LAW OFFICES OF DAVID W. MEADOWS
         1801 Century Park East, Suite 1235
         Los Angeles, CA 90067
         Telephone: 310-557-8490
         Facsimile: 310-557-8493
         E-mail:david@davidwmeadowslaw.com

                      About Estate Financial

Estate Financial, Inc., was a licensed real estate brokerage firm
since the later 1980's.  EFI solicited funding for, and arranged
and made, loans secured by various real property.  EFI also was the
sole manager of Estate Financial Mortgage Fund LLC ("EFMF"), which
was organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457)
on June 25, 2008.  EFI consented to the bankruptcy petition on July
16, 2008.

In its schedules, Estate Financial disclosed total assets of $27.4
million, and total debt of $7.32 million.

A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the
Court on July 23, 2008.

The Trustee tapped Pachulski Stang Ziehl & Jones LLP as attorneys.
The Official Committee of Unsecured Creditors tapped the Law
Offices of David M. Meadows as counsel.


ESTATE FINANCIAL: Jeremiassen to Remain as Trustee After 7 Years
----------------------------------------------------------------
Thomas P. Jeremiassen, which was named Chapter 11 trustee for
Estate Financial, Inc. in 2008, filed a liquidating plan that
proposes to establish a trust to, among other things, complete the
liquidation of the Estate's assets.  The Official Committee of
Unsecured Creditors is a co-proponent to the Plan.

Following Confirmation of the Plan:

   (i) The assets of the Estate, again, including unliquidated
       assets such as the litigation rights, will be put in a
       Liquidating Trust to be owned by the holders of allowed
       general unsecured claims;

  (ii) Thomas P. Jeremiassen will serve as the liquidating
       trustee of the Liquidating Trust and will cause the
       liquidation or other disposition of any remaining
       unliquidated Assets of the Liquidating Trust, all in
       accordance with the Liquidating Trust Agreement for the
       Liquidating Trust;

(iii) Available Plan Proceeds are to be used by the Liquidating
       Trust (1) to make full payment of its Higher Priority
       Claims and Post-Effective Date Expenses, and (2) to make
       Pro Rata payments, based on their Allowed Claims, to the
       holders of General Unsecured Claims against the Estate;
       and

  (iv) The Liquidating Trustee will have the sole power, subject
       to certain required approvals by the Plan Advisory
       Committee, to object to and resolve disputed Claims
       against the Estate following the Effective Date of the
       Plan.

On the Effective Date, the "Plan Advisory Committee" will be deemed
appointed to review actions of and provide guidance to the
Liquidating Trustee.  The Plan Advisory Committee will consist of:
(a) the EFMF Trustee and (b) up to four members of the Creditors'
Committee.  The Plan Advisory Committee will have the rights and
duties:

    a. to approve the settlement of any Litigation Right if the
       amount initially sought to be recovered by the Liquidating
       Trustee exceeds $250,000, including without limitation the
       Bryan Cave Litigation, and to approve the allowance of any
       Disputed Claim if the final Allowed Amount of such Claim
       exceeds $100,000, unless such Litigation Right or Disputed
       Claim is resolved pursuant to the Settlement Parameters in
       which case no approval is needed.

    b. to approve the sale of: (i) any Real Estate; (ii) any loan
       as to which $100,000 or more is owing to the Liquidating
       Trust; or (iii) any Liquidating Trust Assets for which the
       sale price exceeds $100,000;

    c. to review and object to fees and expenses of Professionals
       retained by the Liquidating Trust; and

    d. to retain counsel.

                      About Estate Financial

Estate Financial, Inc., was a licensed real estate brokerage firm
since the later 1980's.  EFI solicited funding for, and arranged
and made, loans secured by various real property.  EFI also was the
sole manager of Estate Financial Mortgage Fund LLC ("EFMF"), which
was organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457)
on June 25, 2008.  EFI consented to the bankruptcy petition on July
16, 2008.

In its schedules, Estate Financial disclosed total assets of $27.4
million, and total debt of $7.32 million.

A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the
Court on July 23, 2008.

The Trustee tapped Pachulski Stang Ziehl & Jones LLP as attorneys.
The Official Committee of Unsecured Creditors tapped the Law
Offices of David M. Meadows as counsel.


ESTATE FINANCIAL: Trustee Has Paid $39 Mil. to Investor-Creditors
-----------------------------------------------------------------
Before collapsing into bankruptcy in 2008, Estate Financial Inc.
solicited investments for, and arranged and made, loans secured by
real estate.  As of the Petition Date, there were 544 outstanding
loans had been funded with several thousands of direct investments
by over 1,000 individual, "direct" investors and by Estate
Financial Mortgage Fund LLC ("EFMF"), which itself has
approximately 1,700 remaining investors.

Thomas P. Jeremiassen, chapter 11 trustee for Estate Financial,
Inc., said in a court filing that most of the funds available from
the operations of the Chapter 11 Trustee during the Chapter 11 case
already have been distributed to investor-creditors.  By the time
the Trustee and the Creditor's Committee's Chapter 11  Plan becomes
effective, all of the Real Estate either will have been sold or
otherwise disposed of for gross proceeds aggregating approximately
$93 million.

As to the disposition of the proceeds of sales of Real Estate, the
Trustee negotiated with the Creditors' Committee, EFMF Trustee and
the creditor's committee of EFMF a procedure to accomplish the
sales of Real Estate and to provide for the disposition of
proceeds.  The negotiations also resulted in agreement upon certain
settlement parameters to be used to resolve matters with
investor-creditors.

Despite continuing to operate the Estate Financial's case under
Chapter 11 for over seven years, the Trustee was able to make
substantial distributions to investors who executed settlement
agreements in accordance with the Settlement Parameters.  Since the
beginning of the case, the Trustee has made distributions to
investors, including EFMF, of over $39 million in net sales
proceeds and has reserved over $600,000 for investors who have not
settled as to their disputed TIC Interests.

The Trustee has additional Cash on hand as of November 24, 2015 of
approximately $8.7 million, will seek to resolve and obtain
additional funds from amounts reserved for investor-creditors who
haven't yet settled their claims that they hold TIC Interests, and
is pursuing litigation against certain pre-bankruptcy professionals
of EFI.

The Trustee believes that if, instead of operating cooperatively
with the EFMF Trustee, he instead had pursued the alternative
course of litigation, the Case would have generated less revenue
(due to the timing needed to obtain recoveries and the distraction
and inefficiency of the litigation process) and any distributions
would have been even further delayed.

                      About Estate Financial

Estate Financial, Inc., was a licensed real estate brokerage firm
since the later 1980's.  EFI solicited funding for, and arranged
and made, loans secured by various real property.  EFI also was the
sole manager of Estate Financial Mortgage Fund LLC ("EFMF"), which
was organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker (Bankr. C.D. Cal. Case No. 08-11457)
on June 25, 2008.  EFI consented to the bankruptcy petition on July
16, 2008.

In its schedules, Estate Financial disclosed total assets of $27.4
million, and total debt of $7.32 million.

A Chapter 11 trustee, Thomas P. Jeremiassen, was appointed by the
Court on July 23, 2008.

The Trustee tapped Pachulski Stang Ziehl & Jones LLP as attorneys.
The Official Committee of Unsecured Creditors tapped the Law
Offices of David M. Meadows as counsel.


FOURTH QUARTER: Financing Hiked to $1.75M, Extended to Oct. 31
--------------------------------------------------------------
Fourth Quarter Properties 86, LLC, asks the U.S. Bankruptcy Court
for the District of Georgia, Newnan Division, to authorize the
amendment to its DIP Financing Agreement with FQP 100, LLC.

The Court previous entered an order authorizing the Debtor to
obtain financing from FQP 100, LLC with a credit limit up to
$500,000 through the earlier of: (i) Feb. 1, 2016, (ii) the
effective date of any plan confirmed in the case, or (iii) the date
of sale of substantially all of the Debtor's assets.  

The Debtor relates that since approval of the DIP Order, it has
filed its Liquidating Plan of Reorganization, which provides that
funds required for payment to creditors will be generated from
operating the cattle ranch and proceeds of the sale of real and
personal property, which will occur no later than Oct. 31, 2016.

The Debtor contends that in order to continue the operations of the
cattle ranch until the sale of the real and personal property, the
Debtor will continue to require DIP Financing through Oct. 31, 2016
and an increase in the Maximum Amount Available under the DIP
Financing agreement to $1,750,000 to aid in the efficient
administration of the estate.  

The Debtor has requested the Lender to extend the maturity date of
the loan through Oct. 31, 2016, as well as extend additional
credit, up to $1,750,000, through the remaining life of the loan.
The Lender has agreed to the requests and that the interest rate
will not change, nor would any other material term of the current
arrangement.

Fourth Quarter Properties 86 is represented by:

          Ward Stone, Jr., Esq.
          Matthew S. Cathey, Esq.
          Thomas T. McClendon, Esq.
          STONE & BAXTER, LLP
          577 Mulberry Street, Suite 800
          Macon, Georgia 31201
          Telephone: (478)750-9898
          Facsimile: (478)750-9899
          E-mail: mcathey@stoneandbaxter.com

                About Fourth Quarter Properties 86

Fourth Quarter Properties 86, LLC, sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 15-10135) in Newnan, Georgia, on
Jan. 22, 2015.  According to the docket, the Debtor's Chapter 11
plan and disclosure statement are due May 22, 2015.

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

The Debtor is represented by Ward Stone, Jr., Esq., at Stone &
Baxter LLP, in Macon, Georgia.

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


FTE NETWORKS: Board Appoints Brad Mitchell as Director
------------------------------------------------------
The Board of Directors of FTE Networks, Inc., unanimously voted to
elect Mr. Brad Mitchell to serve as a director of the Company,
effective Feb. 8, 2016, according to a Form 8-K document filed with
the Securities and Exchange Commission.

Mr. Mitchell is entitled to receive the following compensation
under the Company's standard compensation for non-employee
directors:

  * An annual payment of $10,000 for service on the Board;

  * Eligibility to receive grants of stock options, restricted
    stock units, and other awards under the Company's Long-Term
    Incentive Plan; and

  * Reimbursement of actual expenses related to meeting attendance

Brad Mitchell (56) currently serves as president of TelePacific
Communications - Texas, and is responsible for TelePacific's
operations across the state of Texas.  Mr. Mitchell brings a unique
combination of knowledge and wide-ranging telecommunications
industry experience gained in both the venture capital and
established industry leader arenas.  Mitchell returned to
TelePacific after previously serving as senior vice president -
Field Operations, and was instrumental in creating TelePacific's
customer-centric structure by leading the TelePacific's sales
operations during TelePacific's early years.

Prior to TelePacific, Mr. Mitchell served as Area vice president at
Sprint PCS, where he launched and operated several markets in the
southeast, including New Orleans and Atlanta.  More recently, he
served as Executive Vice President of Cable & Wireless'
International Accounts and also built a highly successful retail
franchise operation.  Mitchell earned a degree in Business
Administration from Oglethorpe University in Atlanta.

On behalf of the entire Board of FTE Networks, Michael Palleschi,
FTE Networks Chairman and chief executive officer, proudly welcomes
Mr. Brad Mitchell to the Board noting that "the addition of Brad
will add significant depth and breadth of proven business
experience and leadership to FTE and is a strong complement to our
existing Directors.  We are thrilled to have Brad join our board."

                     About FTE Networks, Inc.

FTE Networks, formerly known as Beacon Enterprise Solutions Group,
Inc., is a vertically integrated company with an international
footprint.  Since its inception, FTE Networks has steadily
advanced its management, operational and technical capabilities to
become a leading provider of services to the telecommunications
and wireless sector with a focus on turnkey solutions.  FTE
Networks provides a comprehensive array of services centered on
quality, efficiency and customer service.

FTE Networks reported a net loss attributable to common
shareholders of $3.63 million on $14.4 million of revenues for the
year ended Sept. 30, 2015, compared to net income of $436,000 on
$16.9 million of revenues for the year ended Sept. 30, 2014.

As of Sept. 30, 2015, the Company had $4.89 million in total
assets, $16.0 million in total liabilities, and a total
stockholders' deficiency of $11.1 million.


GCA SERVICES: S&P Affirms 'B' CCR & Rates $615MM Facilities 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on GCA Services Group Inc.  The outlook remains
stable.

In addition, S&P assigned its 'B' issue-level rating to the
proposed $615 million first-lien facilities, including the $100
million revolver due 2021 and $515 million term loan due 2023.  The
recovery ratings on the first-lien facilities of '3' indicates
S&P's expectation for lenders to receive meaningful (50% to 70%, at
the low end of the range) recovery in the event of a payment
default.  Also, S&P assigned its 'CCC+' issue-level rating to the
proposed $160 million second-lien term loan due 2024.  The recovery
rating is '6', indicating S&P's expectation for lenders to receive
negligible (0% to 10%) recovery in the event of a payment default.
Pro forma for the acquisition, outstanding debt will be roughly
$670 million.  

S&P's ratings are based on the preliminary terms and conditions of
the proposed facilities as provided to S&P.  If the amount or the
final terms and conditions should change, S&P would need to
reevaluate its ratings.

S&P will withdraw the existing debt ratings on the company's $325
million first-lien term loan and $150 million second-lien term loan
upon the close of the transaction and full repayment of the debt.

"The ratings affirmation reflects GCA's recent acquisition by THL
Partners and Goldman Sachs, high financial debt leverage, narrow
business focus, and participation in the fragmented custodial
services industry," said Standard & Poor's credit analyst Suyun Qu.
"Debt-to-EBITDA would increase with the acquisition by THL
Partners and Goldman Sachs, and we expect credit metrics improve in
2016 and beyond."

The company operates as a smaller, niche player in the fragmented
and competitive outsourced facilities management services industry,
predominantly focused on janitorial and custodial services.  This
leveraged buyout added $240 million in debt, increasing pro forma
leverage to roughly 6.9x from 5.3x in 2015. Standard & Poor's
expects credit metrics to improve and S&P estimates debt-to-EBITDA
will approach 6x in 2016 and continue to improve.  S&P anticipates
funds from operations-to-debt to be in the low-6% area in 2016 and
2017.

S&P could lower its ratings should operating performance weaken,
perhaps from a reputation-damaging event resulting in client
attrition, or unexpected customer contract losses, leading to lower
cash flow and profitability such that debt-to-EBITDA is sustained
above 7.5x.

Given the company's debt levels and financial sponsor ownership, it
is unlikely S&P would consider an upgrade in the next year.


GENERAL STEEL: Board Ousts Chief Executive Officer
--------------------------------------------------
The Board of Directors of General Steel Holdings, Inc. dismissed
the Company's Chief Executive Officer, Ms. Yunshan Li, effective
Feb. 3, 2016, according to a Form 8-K report filed with the
Securities and Exchange Commission.

Mr. Henry Yu, chairman of General Steel, has been appointed as
interim chief executive officer pending the appointment of a
permanent successor.

                  About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  General Steel --
http://www.gshi-steel.com/-- has operations in China's Shaanxi and
Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin
municipality with seven million metric tons of crude steel
production capacity under management.

General Steel reported a net loss of $78.3 million on $1.9 billion
of sales for the year ended Dec. 31, 2014, compared with a net loss
of $42.6 million on $2 billion of sales for the year ended Dec. 31,
2013.

As of March 31, 2015, the Company had $2.5 billion in total assets,
$3.14 billion in total liabilities and a $637 million total
deficiency.

Friedman LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2014, citing that the Company has an accumulated deficit,
has incurred a gross loss from operations, and has a working
capital deficiency at Dec. 31, 2014.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


GENIUS BRANDS: Iroquois Capital, et al., Report 6.7% Stake
----------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Iroquois Capital Management L.L.C., Joshua Silverman
and Richard Abbe disclosed that as of Dec. 31, 2015, they
beneficially own 380,445 shares of Common Stock, 375,000 shares of
Common Stock issuable upon conversion of Series A Convertible
Preferred Stock and 275,000 shares of Common Stock issuable upon
exercise of Warrants of Genius Brands International, Inc.,
representing 6.7 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/bl4y36

                     About Genius Brands

Beverly Hills, Calif.-based Genius Brands International, Inc.,
creates and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $3.72 million in 2014, a net
loss of $7.21 million in 2013, a net loss of $2.06 million in
2012 and a net loss of $1.37 million in 2011.

As of Sept. 30, 2015, the Company had $16.0 million in total
assets, $4.67 million in total liabilities, and $11.3 million in
total equity.


GENWORTH LIFE: Fitch Cuts Insurer Financial Strength Rating to BB+
------------------------------------------------------------------
Fitch Ratings has downgraded the Insurer Financial Strength (IFS)
ratings of Genworth Life Insurance Company, Genworth Life and
Annuity Insurance Company and Genworth Life Insurance Company of
New York (collectively, Genworth Life) to 'BB+' from 'BBB'. The
Rating Outlook is Negative. A full list of rating actions follows
at the end of this release.

Today's rating action follows the announcement that Genworth
Financial, Inc. (GNW) will be suspending all sales of traditional
life insurance and fixed annuity products in the first quarter of
2016. The company will continue to offer long-term care (LTC)
products. As such, Fitch views Genworth Life and Annuity Insurance
Company as a run-off entity and Genworth Life Insurance Company as
a monoline LTC company and has downgraded the ratings accordingly.

The Negative Outlook reflects the company's dependence on
regulatory approval for future LTC rate increases and the potential
for future LTC reserve charges. Fitch believes the company's
financial flexibility has deteriorated significantly and holding
company liquidity will be constrained over the next several years,
so it would difficult for the holding company to fund a capital
contribution to the life companies, if one were required.

KEY RATING DRIVERS

Genworth Life's ratings consider the company's large exposure and
market leading position in the LTC market, which Fitch views as one
of the most risky products sold by U.S. life insurers due to
above-average underwriting and pricing risk, high reserve and
capital requirements and risk exposure to low interest rates. The
company has initiated several rounds of premium rate increases and
introduced changes to its LTC product offerings designed to improve
profitability. However, sales have declined from $241 million in
2012 to $38 million in 2015 and management of legacy blocks remains
a challenge. In the fourth quarter, Genworth Life completed its LTC
margin testing. While the company did not require an increase in
reserves, Fitch believes the company remains susceptible to future
charges and earnings volatility.

Fitch believes GNW has very limited financial flexibility due to
the significant deterioration in its stock valuation and extremely
high spreads in the credit default swap market. Holding company
cash of almost $1.1 billion remains in excess of management's
stated target to hold 1.5x annual debt service plus a buffer of
$350 million for stress scenarios. However, Fitch believes near- to
intermediate-term liquidity is highly dependent on the receipt of
ordinary and special dividends from the mortgage insurance
businesses and/or further asset sales or block transactions.

Genworth Life's reported statutory capital position remains strong
for the rating category with a risk-based capital (RBC) estimated
at 430% at year-end 2015. However the company's reported statutory
capital is heavily leveraged to reinsurance captives and exposed to
statutory reserve strengthening tied to the LTC business and/or low
interest rates. GNW plans to recapture the LTC reserves that are
ceded to its Bermuda subsidiary later this year. While the proposed
recapture will significantly improve the transparency associated
with this challenging line of business, it is expected to have a
negative 20 to 30 point impact on the U.S. life companies' RBC
ratio.

GNW's GAAP operating earnings-based fixed-charge coverage ratio was
3.1x in 2015. Fitch believes GNW's exposure to interest sensitive
business, particularly its LTC and run-off fixed annuity business,
and weakness in the Australian and Canadian housing market will
hamper the company's ability to meaningfully improve earnings, and
thus improve coverage metrics in 2016.

GNW's financial leverage was approximately 27% at year-end 2015.
The next scheduled debt maturity of $600 million is in May 2018.

RATING SENSITIVITIES

Triggers that could result in a rating downgrade include:
-- Significant charges related to long-term care or run-off
    business in the near- to intermediate-term that leads to a
    decline in Genworth life company risk-based capital below
    250%;
-- A decline in cash at the holding company below management's
    target of 1.5x annual holding company interest expense plus a
    buffer of $350 million.

Triggers that could result in a change in the Outlook to Stable
include:

-- Consistent generation of earnings on both an operating and
    reported basis and no further reserve charges related to LTC
    or run-off businesses;
-- Maintenance of Genworth life company risk-based capital over
    350%;
-- Successful execution of the restructuring plan.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

Genworth Life Insurance Company;
Genworth Life and Annuity Insurance Company;
Genworth Life Insurance Company of New York;
-- IFS to 'BB+' from 'BBB'.

The Rating Outlook is Negative.



GENWORTH LIFE: S&P Lowers Financial Strength Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
financial strength ratings on Genworth Life Insurance Co. (GLIC),
Genworth Life and Annuity Insurance Co. (GLAIC), and Genworth Life
Insurance Co. of New York (GLICNY) to 'BB' from 'BBB-'.  S&P has
placed the life insurance companies on Creditwatch Developing.  S&P
also lowered its counterparty credit and senior unsecured debt
ratings on Genworth Financial Inc. and Genworth Holdings Inc. to
'B' from 'BB-'.  S&P placed the holding companies on Creditwatch
Negative.  S&P also lowered its rating on guaranteed Genworth
Financial Mortgage Insurance Ltd. to 'B' from 'BB-' (this rating is
tied to that on Genworth Holdings).  Lastly, S&P has placed
Genworth Mortgage Insurance Corp. on Creditwatch Negative.

S&P's ratings on Genworth's Australia- and Canada–based mortgage
insurance units remain unaffected and unchanged.

The lowering of the group credit profile to 'bb' from 'bbb-' and
the downgrade of the U.S. life insurance companies reflect the
announced suspension of traditional life and annuity sales, S&P's
reduced statutory earnings and surplus projections for the U.S.
life division, and a prospective business profile that is less
diversified and becoming more centered on mortgage insurance and
long-term care--two businesses that have exhibited significant
volatility historically.  The downgrade also reflects S&P's updated
view of the organization's enterprise risk management (ERM) to weak
from adequate.

The downgrade of the parent and intermediate holding companies is
attributable to S&P's lowering the group credit profile, and
continued less-than-adequate financial flexibility.  Intermediate
holding company Genworth Holdings Inc. relies on the divided
capacity of its international subsidiaries and holding company cash
to fund its debt-servicing requirements of approximately
$260 million annually, as well as debt repayment.

"We view the credit quality of the Australian and Canadian mortgage
insurance entities as relatively insulated at the respective
current rating levels given local regulatory oversight, external
minority ownership, and restriction on capital fungibility.  We
have not de-linked the ratings on Genworth's ongoing Australian and
Canadian entities from the group credit profile.  However, we have
allowed greater notching at this time relative to the group credit
profile due to our updated assessment around level of insulation
from credit deterioration in the U.S. operations.  We reasonably
expect local regulators in Australia and Canada to act to prevent
the subsidiaries from supporting the group to an extent that would
impair the subsidiaries' stand-alone creditworthiness.  We believe
that our current ratings capture the likely minimum capital
requirements to be enforced in both Australia and Canada," S&P
said.

S&P currently views Genworth Mortgage Insurance Corp. as insulated,
within a one-notch limit of the group credit profile, from
decreasing credit strength across the remainder of the U.S.
business platform.  The rating reflects the entity's progress in
building its earnings profile and capital strength in recent years,
adequate ERM, and the parent's economic incentive to preserve the
credit profile of the U.S. mortgage insurance business as much as
possible.

The CreditWatch Developing on GLIC, GLICNY, and GLAIC reflects the
unanticipated suspension of traditional life and annuity sales and
management's intent to unstack the organizational structure and
isolate GLIC and GLICNY subject to regulatory approval.  Depending
on further clarification of strategic direction, prospective
capitalization of the individual companies, and regulatory
approvals, S&P could affirm the current ratings or raise or lower
the ratings on the individual companies by one or more notches.
The unstacking process, if approved, may not be achieved until late
2016.

The Creditwatch Negative on Genworth Mortgage Insurance Corp.,
Genworth Financial Inc., and Genworth Holding Inc. reflects S&P's
general uncertainty around the potential for future block asset
sales and their financial impact on the holding companies and U.S.
mortgage operations.

S&P expects to refresh its rating and Creditwatch opinions within
90 days, or whenever sufficient information becomes available.


GREENSHIFT CORP: KCG Americas No Longer a Stockholder
-----------------------------------------------------
KCG Americas LLC disclosed in an amended Schedule 13G filed with
the Securities and Exchange Commission that as of Jan. 29, 2016, it
ceased to beneficially own shares of common stock of Greenshift
Corp.  A copy of the regulatory filing is available for free at:

                         http://is.gd/1W8jbk

                    About Greenshift Corporation

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

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

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


GT ADVANCED: Gets Approval to Resolve Manz's $38.8-Mil. Claim
-------------------------------------------------------------
GT Advanced Technologies Inc. received court approval for a deal
that would resolve the claims of Manz China Suzhou Ltd. and Manz AG
against its Hong Kong affiliate.

Under the deal, Manz China will get a $31.08 million secured claim
against GT Hong Kong.  The company will also get a $375,000
administrative expense claim and a $1.6 million general unsecured
claim.

Manz China's $31.08 million claim is secured by a right of setoff
against GT Hong Kong's $31.08 million claim against the company.
As part of the agreement, the so-called automatic stay was lifted
to allow the setoff.

The two other claims of Manz China will be paid in accordance with
a confirmed Chapter 11 plan for GT Hong Kong, according to the
order signed by U.S. Bankruptcy Judge Henry Boroff.

Meanwhile, Manz AG will get a general unsecured claim of $4.4
million, which will also be paid under GT Hong Kong's plan.

In return, both claimants will vote to accept the plan.  Manz China
also agreed to withdraw its earlier request to allow the setoff.

As part of the settlement, GT Advanced will dismiss its case
against the claimants.  The case filed in October last year sought
payment of claims tied to the pre-bankruptcy transfers of cash and
annealing furnaces by GT Hong Kong to the claimants.

                        About GT Advanced

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

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

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

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

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

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

The Office of the U.S. Trustee initially appointed seven creditors
to the Debtors' official committee of unsecured creditors.  In
January 2016, Meyer Burger AG, Fidelity Financial Trust, and
Will-Mor Manufacturing Inc. resigned from the committee.

The Committee' professionals are Kelley Drye as its bankruptcy
counsel; Devine, Millimet & Branch, Professional Association as
local counsel; EisnerAmper LLP as financial advisors; and Houlihan
Lokey Capital, Inc. as investment banker.

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

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


HORNED DORSET: Has Until Feb. 11 to File Ch. 11 Plan, Outline
-------------------------------------------------------------
The Hon. Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico granted The Horned Dorset Primavera Inc.,
additional 45 days from Dec. 28, 2015, to file its Chapter 11 Plan
and an explanatory disclosure statement; and file objections to
claims.

On Dec. 22, 2015, the Debtor filed a second request for extension
explaining that it needed additional time since it is still
evaluating claims filed by the governmental entities in order to
determine the filing of objections to the same.

The Debtor noted that, among other things, in order to properly
address the claims made by the Treasury Department, the Debtor and
its accountant must review almost nine years of documents in order
to properly ascertain the validity of Treasury's claim.

                About The Horned Dorset Primavera

The Horned Dorset Primavera Inc. operates the Horned Dorset
Primavera, a small luxury hotel located in northwestern Puerto
Rico, two miles from the town of Rincon.  The hotel --
http://www.horneddorset.net/-- is set among rolling hills at the  

edge of the beautiful Caribbean Sea and is known for reserved
European service executed in an atmosphere unique in  Puerto Rico
and the award-winning Restaurant Aaron.  The hotel is a member of
Relais & Chateaux.

The Horned Dorset Primavera Inc. commenced a Chapter 11 bankruptcy
case (Bankr. D.P.R. Case No. 15-03837) in Old San Juan, Puerto
Rico on May 22, 2015.

According to the docket, the Debtor's Chapter 11 plan is due
Nov. 18, 2015.

The Debtor has tapped Isabel M. Fullana, Esq., at Garcia Arregui &
Fullana PSC, as counsel.


INFINITY ENERGY: Hudson Bay Capital Reports 9.9% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Hudson Bay Capital Management, L.P. and
Mr. Sander Gerber disclosed that as of Dec. 31, 2015, they
beneficially own 318,056 shares of Common Stock (including 318,041
shares of Common Stock issuable upon conversion of convertible
notes and/or upon exercise of warrants) of Infinity Energy
Resources, Inc., representing 9.9 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/poaOtb

                      About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources and its
subsidiaries, are engaged in the acquisition and exploration of
oil and gas properties offshore Nicaragua in the Caribbean Sea.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2014, RBSM, LLP, expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit.

The Company reported a net loss of $3.68 million for the year ended
Dec. 31, 2014, compared with a net loss of $2.43 million during the
prior year.

As of Sept. 30, 2015, the Company had $9.71 million in total
assets, $13.6 million in total liabilities and a total
stockholders' deficit of $3.85 million.


INTERFACE SECURITY: S&P Lowers CCR to 'CCC+' on Weak Liquidity
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Earth City, Mo.-based Interface Security Systems
Holdings Inc. to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's $230 million senior secured notes due 2018 to 'CCC+' from
'B-'.  The recovery rating remains '4', indicating that lenders
could expect average (30% to 50%; in the upper half of the range)
recovery in the event of a payment default.  S&P also lowered its
issue-level rating on Interface Master Holdings Inc.'s $115 million
senior unsecured notes due 2018 to 'CCC-' from 'CCC'. The recovery
rating remains '6', indicating that lenders could expect negligible
(0% to 10%) recovery in the event of a payment default.

"The downgrade reflects Interface's continued use of cash to roll
out new commercial alarm monitoring and network services
contracts," said Standard & Poor's credit analyst Kenneth Fleming.


Most recently, in July 2015, Interface signed an agreement with a
specialty retailer and distributor of professional beauty supplies
to provide a fully-managed bundled services solution to
approximately 4,100 locations.  That follows a significant contract
with Family Dollar signed in 2014.  While these contracts should
benefit Interface's operations in the coming years, high
expenditures related to the rollout of these contracts have
pressured liquidity.  Cash at quarter end Sept. 30, 2015 was
$30 million.  Taking into account the estimated costs to complete
this latest significant account rollout, S&P estimates that free
cash flow will be significantly negative over the coming quarters.
As such, S&P believes that Interface's weak liquidity position
provides scant protection against unexpected adverse developments.

The negative outlook reflects S&P's expectation of Interface's weak
liquidity, high adjusted leverage, and significant expenditures
required to grow its subscriber base which will continue to lead to
negative free cash flow over the coming quarters.



JAMES BOWIE: Court Fixes Alberigi's Interest Rate at 6%
-------------------------------------------------------
The court has confirmed debtor James Bowie's Chapter 11 plan,
reserving only the interest rate to be paid to Creditor Carol M.
Alberigi on her secured claim.  Bowie argues that the correct rate
is 5.2%, while Alberigi urges 7%.  Bowie has supplemented his
motion with a declaration of an expert, while Alberigi's opposition
is supported only by argument.  The parties have stipulated to
submitting the matter on the record.

In a Memorandum dated January 26, 2016, which is available at
http://is.gd/froLsyfrom Leagle.com, Judge Alan Jaroslovsky of the
United States Bankruptcy Court for the Northern District of
California concluded that the risk factor assessment should be
2.5%, and that this should be added to the current prime rate of
3.5%.  The court accordingly fixed Alberigi's interest rate at 6%.

The case is In re JAMES D. BOWIE, Debtor(s), No. 15-10144 (Bankr.
N.D. Calif.).

James Dunlop Bowie, Debtor, is represented by David N. Chandler,
Jr.,  Esq., at Law Offices of David N. Chandler.


JEFFREY ALEXANDER: Creditor Advised to File Formal Motion
---------------------------------------------------------
On or about August 15, 2015, the United States Bankruptcy Court for
the Northern District of California, Oakland Division, received a
letter from Shelagh Gallagher of the tax and bookkeeping servicer
Right Way regarding a dispute over payment for certain accounting
services performed for the benefit of Debtor Jeffrey P. Alexander,
DDS, Inc.

In a Memorandum dated January 25, 2016, which is available at
http://is.gd/jy5DD3from Leagle.com, Judge William J. Lafferty, III
of the United States Bankruptcy Court for the Northern District of
California, Oakland Division, held that as a general rule, courts
do not respond to letters seeking payment of claims or other relief
of this kind.  Accordingly, Ms. Gallagher is advised to file a
formal motion and/or claim to obtain payment on her claim as
permitted by the Bankruptcy Code and the Federal Rules of
Bankruptcy Procedure.

The case is In re Jeffrey P. Alexander, DDS, Inc., Chapter 11, dba
A Youthful Tooth, Debtor, No. 14-43851 (Bankr. N.D. Calif.).

Jeffrey P. Alexander, DDS, Inc., dba A Youthful Tooth, Debtor, is
represented by Chris D. Kuhner,  Esq. -- c.bendes@kornfieldlaw.com
-- Kornfield, Nyberg, Bendes and Kuhner.


JOYCE LESLIE: Receives Approval for Sale of Office, Store Leases
----------------------------------------------------------------
Joyce Leslie, Inc. on Feb. 10 disclosed that it has received
approval from the US Federal Bankruptcy Court for a sale of its
intellectual property, retail store leases, and the lease of its
corporate office and distribution center.  Joyce Leslie, Inc.
previously announced that it had filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York on January
9, 2016.  Lee Diercks, Chief Restructuring Officer of the Company
and Partner at Clear Thinking Group LLC said, "Unfortunately we
were unable to find a going concern buyer for the Company, but this
sale allows us to sell the rights to these retail leases and the
Company's intellectual property.  Most of these leases have very
favorable lease terms and are in good locations throughout New
Jersey, New York City metro area, Long Island, Connecticut and the
Philadelphia metro area."

The real estate lease auction has been set for Tuesday, February
16, at 10:00 a.m. EST, in Manhattan.  Qualified bids are due by
5:00 p.m. EST on Thursday, February 11.  The Company had previously
received a "stalking horse" bid from 618 Main Street Corp. to
purchase a number of store leases, the related furniture and
fixtures, and the Company's intellectual property, which will set
the floor for the auction.  Mr. Diercks also commented, "We have
received considerable interest from a number of retailers based in
the Northeast for numerous locations; and we expect a robust
auction.  Also, the Company has received interest in the lease for
its Corporate Office and Distribution Center located in Moonachie,
NJ.  If anyone is interested in one or more leases they can contact
the Debtor's Investment Banker, Oberon Securities."

Mr. Diercks had previously said, "The Chapter 11 filing was the
result of continuing sales declines over the past four years.  The
extreme competition in this sector, a lack of an e-commerce
platform, and the shift in the consumer buying patterns have lead
the Company to this point."

The Company operates a chain of 47 women's retail clothing stores
located throughout New York,
New Jersey, Pennsylvania, and Connecticut.  Inventory liquidation
sales began on February 5 in all of the stores.  The Company caters
to women, ages 15-35 living in urban areas, selling a variety of
junior women's apparel.

John Kinney of Oberon Securities, the Company's Investment Banker,
is leading the lease sale process and can be contacted about the
leases at 212-386-7043 or via email at jkinney@oberonsecurities.com


A listing of the available leased properties and applicable square
footage is available at http://is.gd/1Ly8JB

The Company's Bankruptcy Counsel is Kevin Nash, of Goldberg Weprin
Finkel Goldstein LLP.  Clear Thinking Group LLC, is the Company's
Financial Advisor.

                       About Joyce Leslie

Joyce Leslie, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 16-22035) on
Jan. 9, 2016.  The petition was signed by Lee Diercks as chief
restructuring officer.  The Debtor disclosed total assets of $7
million and total debts of $9 million.

Judge Robert D. Drain has been assigned the case.

The Debtor has engaged Goldberg Weprin Finkel Goldstein LLP as
counsel, Clear Thinking Group as financial advisor, Oberon
Securities, LLC as investment advisor, SB Capital Group LLC, Tiger
Capital Group, LLC, and 360 Merchant Solutions, LLC as liquidation
agents and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.

The Company operates a chain of 47 women's retail clothing stores
located throughout New York,
New Jersey, Pennsylvania and Connecticut.


LEVEL 3: Unit Enters Into Supplemental Indentures with BNY Mellon
-----------------------------------------------------------------
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3
Communications, Inc., entered into a Supplemental Indenture, dated
as of Feb. 8, 2016, to the Indenture, dated as of Nov. 13, 2015,
among Parent, as guarantor, Level 3 Financing, as issuer and The
Bank of New York Mellon Trust Company, N.A., as trustee, relating
to Level 3 Financing's 5.375% Senior Notes due 2024.  The Guarantee
Supplemental Indenture was entered into among Level 3 Financing,
Parent, Level 3 Communications, LLC, a wholly owned subsidiary of
Parent, and the Trustee.  Pursuant to the Guarantee Supplemental
Indenture, Level 3 LLC has provided an unconditional, unsecured
guaranty of the Notes.  

On Feb. 8, 2016, Level 3 Financing entered into an additional
Supplemental Indenture, dated as of Feb. 8, 2016, to the Indenture.
The Subordination Supplemental Indenture was entered into among
Level 3 Financing, Parent, Level 3 LLC and the Trustee. Pursuant to
the Subordination Supplemental Indenture, the unconditional,
unsecured guaranty of Level 3 LLC of the Notes is subordinated in
any bankruptcy, liquidation or winding up proceeding of Level 3 LLC
to all obligations of Level 3 LLC under the Level 3 Financing
Amended and Restated Credit Agreement, dated as of March 13, 2007.

                    About Level 3 Communications

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

As of Dec. 31, 2015, Level 3 had $24.14 billion in total assets,
$14.01 billion in total liabilities and $10.12 billion in
stockholders' equity.

                           *     *     *

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

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

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


MALIBU LIGHTING: Lists $32MM in Assets, $12.1MM in Liabilities
--------------------------------------------------------------
Malibu Lighting Corporation filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $31,974,071
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,082,227
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $17,203
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $7,067,427
                                 -----------      -----------
        Total                    $31,974,071      $12,166,857

A copy of the schedules is available for free at
http://bankrupt.com/misc/MalibuLighting_217_Nov9_SAL.pdf

                       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 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.


MALIBU LIGHTING: Seeks to Sell Outdoor Inventory for $1.79MM
------------------------------------------------------------
Debtors Outdoor Direct Corporation, f/k/a The Brinkmann
Corporation, and Malibu Lighting Corporation seek authority from
the U.S. Bankruptcy Court for the District of Delaware to sell
substantially all of their inventory to Sears Holdings Management
Corp. for $1,792,000.

The assets to be sold are finished and saleable goods and other
items of inventory, wherever located, owned by the Debtors, subject
to the potential inclusion of additional inventory as may be
located at the Warehouses not to exceed 10% in value of the
inventory.  In addition to the cash price, Sears also agreed to
assume certain limited obligations and liabilities relating to the
inventory.

In order to maximize the value of the Outdoor Inventory, the
Debtors sought and obtained approval of procedures governing the
bidding and auction of the assets.  The Court authorized the
Debtors to pay the Purchaser a $50,000 Break-Up Fee and an Expense
Reimbursement of up to $20,000, if the Debtors select another
bidder during the auction.

Outdoor Direct Corporation f/k/a The Brinkmann Corporation and
Malibu Lighting Corporation are represented by:

     Jeffrey N. Pomerantz, Esq.
     Maxim B. Litvak, Esq.
     Michael R. Seidl, Esq.
     PACHULSKI STANG ZI HL &JONES LLP
     919 North Market Street, 17th Floor
     P.O. Box 8705
     Wilmington, DE 19899-8705
     Telephone: (302) 652-4100
     Facsimile: (302) 652-4400
     E-mail: jpomerantz@pszjlaw.com
             mlitvak@pszjlaw.com
             mseidl@pszj law.com

The Purchaser may be reached at:

     Sears Holdings
     3333 Beverly Road, B6-313A
     Hoffman Estates, IL 60179
     Attn: Matthew Joly
     Email: Matthew.Joly@searshc.com

The Purchaser is represented by:

     William J. Barrett, Esq.
     BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG, LLP
     200 W. Madison, Suite 3900
     Chicago, IL 60606
     Email: william.barrett@bfkn.com

            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.


MCCLATCHY CO: Royce & Associates Holds 10.1% of Class A Shares
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Royce & Associates, LLC disclosed that as of Jan. 31,
2016, it beneficially owns 6,200,965 shares of Class A common stock
of The McClatchy Company representing 10.09 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/gODZSA

                    About The McClatchy Company

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

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

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

                           *     *     *

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

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


MEGA RV: Plan Trustee Liquidating Remaining Assets
--------------------------------------------------
The effective date of the Second Amended Joint Chapter 11 Plan of
Liquidation filed by Mega RV Corp. and its Official Committee of
Unsecured Creditors occurred on Oct. 20, 2015.

The Court on Oct. 6, 2015, entered its order confirming the Plan.
Copies of the Plan Confirmation Order and the Findings of Fact and
Conclusions of Law in support of confirmation of the Plan are
available for free at:

     http://bankrupt.com/misc/Mega_RV_738_FFCL_Plan_Conf.pdf
     http://bankrupt.com/misc/Mega_RV_739_Plan_Conf_Order.pdf

Mega RV Corp.'s confirmed Chapter 11 plan provided for the creation
of a liquidation trust to identify, recover, preserve, monitor,
receive, liquidate, and distribute the Debtor's remaining assets.

The Liquidation Trust is managed by a trustee, who has retained
Greenberg Glusker Fields Claman & Machtinger LLP as his counsel and
Lance, Soll & Lunghard, LLP as his accountants.

According to the status report filed Dec. 9, 2015, the Liquidation
Trustee is in the process of liquidating the remaining assets of
the Debtor.  As of Dec. 9, all but 22 of the used inventory have
been sold through a consignment agreement with RV Max. The
remaining 22 units have an estimated wholesale value of
approximately $490,000. Currently, there are four unresolved
Contracts-in-Transit ("CIT") which the liquidating Trustee is
currently engaging in negotiations with the assistance of counsel.
The four remaining CIT have a face value of $171,332 and
collectible value to the Estate of approximately $103,000.

The Liquidation Trustee is also in the process of resolving claims
against the estate and pursuing claims and causes of action vested
in the Liquidation Trust that have value and should be pursued for
the benefit of the estate's creditors.

As of Nov. 30, 2015, the book balance of the Liquidation Trust bank
account is $1,947,702, and accounts for payments that have cleared
the bank account and pending payments.  The disbursements made by
the Liquidation Trust include payments on account of the Class
2(a), Class 2(b), Priority Tax Claims, and Administrative Rent
claims.

                        Trustee's Deadlines

According to the notice of the Effective Date, rejection damage
claims and administrative claims were due 30 days after the
Effective Date (Nov. 19, 2015).  Holders of professional fee claims
were required to submit final applications by Dec. 4, 2015.

The deadline for filing objections to claims established by the
Plan is April 17, 2016 (i.e., 180 days after the Effective Date of
October 20, 2015), subject to further extensions permitted by the
Plan. On or before this deadline, the Liquidation Trustee will file
any appropriate objections and/or seek an extension of the
deadline.

The deadline for filing avoidance actions is June 15, 2016.  On or
before this deadline, the Liquidation Trustee will file any
appropriate avoidance actions.

A copy of the Trustee's First Status Report is available at:

  http://bankrupt.com/misc/Mega_RV_782_Plan_1st_Status_Report.pdf

Attorneys for Mega Liquidation Trust:

         Brian L. Davidoff, Esq.
         James C. Behrens, Esq.
         GREENBERG GLUSKER FIELDS CLAMAN & MACHTINGER LLP
         1900 Avenue of the Stars, 21st Floor
         Los Angeles, CA 90067-4590
         Tel: (310) 553-3610
         Fax: (310) 553-0687
         E-mail: BDavidoff@GreenbergGlusker.com
                 JBehrens@GreenbergGlusker.com

                        About Mega RV Corp.

Mega RV Corp. was formed on Dec. 12, 2000 and operated as McMahon's
RV until April 2014.  Brent McMahon is the Debtor's CEO and 100%
shareholder.  From 2000 until 2014, the Debtor sold and serviced
new and used RVs throughout Southern California, with locations in
Westminster, Colton, and Palm Desert.  The flagship dealership was
located in Westminster, California, and satellite dealerships were
located in Colton, California, and Palm Desert, California.

Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-13770) on June 15, 2014.  Judge Mark S Wallace
presides over the case.  The Debtor estimated assets and
liabilities of at least $10 million.  

The Debtor tapped Goe & Forsythe, LLP, as bankruptcy counsel;
GlassRatner Advisory & Capital Group, LLC, as financial advisor;
Brown Rudnick LLP as special litigation counsel; and The Law
Offices of John A. Belcher as special litigation counsel.

The U.S. Trustee appointed (1) Bank of the West; (2) Forest River,
Inc., and (3) Winnebago Industries, Inc., to the Official
Committee
of Unsecured Creditors.   The Committee retained Greenberg Glusker
Fields Claman & Machtinger LLP as its general bankruptcy counsel.

                           *     *     *

The Liquidating Plan, proposed by the Official Committee of
Unsecured Creditors and the Debtor, was confirmed by the Court
pursuant to an order entered October 6, 2015, and it became
effective on October 20, 2015.

The Liquidation Trust created under the Plan is managed by the
Liquidation Trustee. The Liquidation Trustee has retained Greenberg
Glusker Fields Claman & Machtinger LLP as his counsel and Lance,
Soll & Lunghard, LLP as his accountants.


MMRGLOBAL INC: Completes a 1-for-5 Reverse Common Stock Split
-------------------------------------------------------------
MMRGlobal, Inc., announced a one-for-five reverse split of its
outstanding Common Stock, as approved by the Company's Board of
Directors on October 8, 2015, and by Stockholders holding a
majority of the Company's voting power on Nov. 4, 2016, by written
consent in lieu of a meeting, in accordance with Delaware law.  The
Company's Common Stock opened for trading on the OTCQB marketplace
on a post-split adjusted basis effective on Monday, Feb. 8, 2016,
under the symbol MMRF with a D affixed for 20 business days.  The
Company also has a new CUSIP Number which is 55314U207.  The
Company's Certificate of Incorporation, as amended, reflecting the
reverse split has also become effective.

In the reverse split, each five shares of issued and outstanding
Common Stock will be converted automatically into one share of
Common Stock.  No fractional shares will be issued in connection
with the reverse stock split; instead, the Company will issue to
the Stockholders one additional share of Common Stock for each
fractional share.

The number of shares of Common Stock issued and outstanding will be
reduced from approximately 1,059,255,881 shares as of immediately
prior to the reverse split, to approximately 211,851,177 shares
outstanding post-split.  The reverse split will also have a
proportionate effect on all stock options and warrants outstanding
as of the reverse split.

Stockholders who hold their shares in brokerage accounts or "street
name" will not be required to take any action to effect the
exchange of their shares.  Computershare will act as the Company's
transfer agent and exchange agent for purposes of implementing the
stock split and as exchange agent for the exchange of stock
certificates.  As such, the Company suggests that Stockholders of
record as of the date of the reverse split who either hold share
certificates or wish to ensure that the Company has their most
current contact information visit the Computershare Investor Center
online at www.computershare.com/investor.


The Company is currently actively engaged in acquiring selected
Stage 3 biotech assets which has been made possible by the
completion of the reverse split.  The Company continues enforcement
of its health information technology patents globally with
significant activity pertaining to the Company's patents and
intellectual property in Australia.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal reported a net loss of $2.18 million on $2.57 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $7.63 million on $587,000 of total revenues for the
year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $1.93 million in total
assets, $10.1 million in total liabilities, all current, and a
total stockholders' deficit of $8.19 million.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
significant operating losses and negative cash flows from
operations during the years ended Dec. 31, 2014, and 2013.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOBIVITY HOLDINGS: ACT Capital, et al., Report 6.1% Stake
---------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, ACT Capital Management, LLLP, Amir L. Ecker and Carol
G. Frankenfield disclosed that as of Dec. 31, 2015, they
beneficially own 1,749,916 shares of common stock of Mobivity
Holdings Inc., representing 6.1 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                      http://is.gd/88IJHd

                    About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $10.4 million in 2014, a
net loss of $16.8 million in 2013, a net loss of $7.33 million in
2012, and a net loss of $16.3 million in 2011.

As of Sept. 30, 2015, the Company had $7.09 million in total
assets, $915,000 in total liabilities and $6.18 million in total
stockholders' equity.


MOSHE ADRI: Court Affirms Denial of Bid to Vacate Default Judgment
------------------------------------------------------------------
Moshe Adri appeals from an order denying his motion to vacate
default and default judgment.  Adri asserts, as he did in the trial
court, that he was never personally served with a summons and
complaint and had no actual notice of the lawsuit filed by East
West Bank to recover on his guaranty of a commercial loan of $4.3
million until approximately six months after the default judgment
had been entered.

In a Decision dated January 25, 2016, which is available at
http://is.gd/nt50Lmfrom Leagle.com, the Court of Appeals of
California, Second District, Division Seven, affirmed the Order
denying Adri's motion to vacate.

The case is EAST WEST BANK, Plaintiff and Respondent, v. MOSHE
ADRI, Defendant and Appellant, No. B260963 (Cal. App.).

Jacques Tushinsky-Fox, Esq. ; Moshe Adri, in pro. per., for
Defendant and Appellant.

Jung & Yuen, Curtis C. Jung, Esq., Clifford P. Jung, Esq. and
Elizabeth A. Frye, Esq. for Plaintiff and Respondent.


MURPHY OIL: Fitch Lowers IDR to 'BB+', Outlook Remains Stable
-------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating for Murphy
Oil Corporation (NYSE: MUR) to 'BB+' from 'BBB-', and the company's
senior unsecured rating from 'BBB-' to 'BB+'.  In addition, Fitch
has assigned an RR4 recovery rating to the unsecured rating.  The
Rating Outlook remains Stable.

Approximately $3.34 billion in balance sheet debt including
capitalized leases is affected by the rating action.

                         KEY RATING DRIVERS

The main driver of the downgrade is growing concerns about reduced
financial flexibility in light of the company's recent actions,
especially if a lower oil price environment persists.  With its
planned 2016 capex budget of $825 million (excluding spending
associated with its Duvernay acquisition), Murphy's production is
set to decline to the 180,000 - 185,000 boepd level, down
substantially from the 226,000 boepd level seen in 2014 and below
Fitch's previous expectations.  Under a lower-for-longer scenario,
further production declines are likely in 2017, bringing production
at or below 175,000 boepd, resulting in further loss of operational
momentum.

Decreasing asset concentration is also a concern.  The
just-announced Duvernay shale joint venture(jv), while having a
number of favorable long-term characteristics, is a mostly-acreage
deal that will commit future cash flows to a new early stage play,
at a time when Murphy's other core plays are experiencing declines.
While Fitch recognizes there is significant flexibility in the
five-year drilling obligations, the jv will limit the company's
financial flexibility in a lower for longer environment.

Fitch would also note that the company's $2 billion revolver, due
June 2017, matures less than 1.5 years from today.  Given the
challenging macro environment across the energy industry, Fitch
believes such renegotiation may require more accommodative terms to
the banks to ensure completion.

MUR's ratings are supported by its high exposure to liquids (67%
production and 62% of reserves, with a relatively high cut of black
oil); historically strong full cycle netbacks; good operational
metrics, including robust reserve replacement and three-year
finding, development, and acquisition (FD&A) costs; operator status
on a majority of its properties which supports further capex
flexibility; and its position in the Eagle Ford, one of the premier
onshore shale plays in the U.S. and an anchor of future ratable
production growth for the company. 2015 all-in reserve replacement
was 123%, which compares favorably with peers.

MUR has taken a range of actions to preserve its credit quality in
response to the oil price downturn -- including cutting capex while
funding its best projects, increasing its hedges when possible,
shoring up liquidity through asset sales, and most recently,
cancelling two deep water rig contracts.  However, following these
moves, Fitch believes that the company's options for dealing with a
lower-for-longer price scenario have narrowed, which is reflected
in the downgrade to 'BB+' as sales are like to shrink the company
further, although reductions in the dividend remain a distinct
possibility.  The company also used up $250 million in liquidity
earlier in 2015 on share repurchases.

                      Good Financial Metrics

MUR's recent historical credit metrics were reasonable.  As
calculated by Fitch, total debt rose to $3.34 billion at September
30 from $3 billion at YE 2014, while latest-12-months (LTM) EBITDA
dropped to $2.03 billion from $3.73 billion, resulting in
debt/EBITDA leverage of 1.65x and EBITDA/gross interest expense of
15.96x.  The company was significantly FCF negative at June 30,
2015 (-$1.35 billion), comprising cash flow from operations of
$1.73 billion (including cash from discontinued ops), minus capex
of $2.85 billion and dividends of $247 million.  Fitch expects
MUR's FCF deficit will close significantly in 2016 to -$240 million
under a $45/bbl oil price (Base Case) and -$408 million under a
$35/bbl oil price (Stress Case).

Given the current oversupply in the oil market, Fitch has placed
increasing weight on the $35 Stress Case for 2016, but believes
prices are likely to recover in the out years as large capex cuts
made across the industry to date should begin to result in
meaningful supply reductions.

                    Good Operational Performance

MUR's 2014 upstream operational metrics were solid, and, as
calculated by Fitch, included a 1-year organic reserve replacement
ratio of 237%, 1-year all-in reserve replacement ratio of 151%
(2015: 123%), and a 3-year average all-in reserve replacement ratio
of 173%.  The company's reserve life was 9.2 years (2015: 10.2
years), its one and three year FD&A were $18.46/boe and $23.38/boe,
and its 2014 full-cycle netbacks remained strong at $21.42/boe.

             Kaybob Duvernay and Montney Acquisition

At the end of January, Murphy announced it was entering a jv in the
Kaybob Duvernay shale play in Canada.  Under terms of the deal,
Murphy would acquire 70% of Athabasca Oil Corporation's interest in
the Kaybob Duvernay play and a 30% stake in the liquids rich
Montney play.  Murphy would also sponsor a capital carry, which is
expected to cover 75% of its jv partner's expected capital
contribution.  The carry is for C$225 million over a five-year
period and the operator (MUR) has flexibility in determining the
pace of spend.  There are no mandatory drilling requirements, and
there are no significant infrastructure investments to get the
condensate to market.

Current production is 6,900 boepd in the Kaybob and 900 boepd in
the Montney.  The stake includes 230,000 acres and 60,000 acres in
each play, respectively.  The total acquisition cost (including
carry) is C$475 million.  The acquisition was paid for using
proceeds from the Montney asset sale.  While the acquisition is
likely to provide value to MUR shareholders over the longer term,
Fitch believes this early stage acquisition may limit financial
flexibility if the downturn is prolonged.

KEY ASSUMPTIONS

Fitch's key assumptions for the issuer include:

   -- Base Case WTI oil prices of $45/bbl in 2016, $55/bbl in
      2017, and $60/bbl in 2018;
   -- Base Case Henry Hub natural gas prices of $2.50/mcf in 2016,

      $2.75/mcf in 2017, and $3.00/mcf in 2018;
   -- Base Case capex of $859 million in 2016, $1.09 billion in
      2017 and $1.39 billion in 2018;
   -- Base Case cumulative production growth of -4.8% from 2015 to

      2019;
   -- Dividends held flat across the Base Case forecast;
   -- Stress Case WTI oil prices of $35/bbl in 2016, $40/bbl in
      2017 and $42 in 2018;
   -- Stress Case Henry Hub natural gas prices of $2.25/mcf in
      2016, $2.50/mcf in 2017 and $2.75/mcf in 2018;
   -- Stress Case capex of $859 million in 2016 growing by 2.5%
      per year over the life of the forecast;
   -- Stress Case cumulative production growth of -16.5% from 2015

      to 2019
   -- Dividend eliminated.

RATING SENSITIVITIES

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

For an upgrade to 'BBB-':

   -- Enhanced long-term liquidity, and;
   -- Increased size, scale, and operational momentum;
   -- Sustained debt/EBITDA at or below 1.75x.

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

For a downgrade to 'BB':

   -- Additional deterioration in long-term liquidity;
   -- Additional material declines in size and scale;
   -- Sustained debt/EBITDA at or above 3.00x - 3.25x.

                   LIQUIDITY AND DEBT STRUCTURE

Murphy's liquidity was adequate at Dec. 31, 2015, and included cash
and equivalents of approximately $456 million, and availability on
its $2 billion unsecured revolver of approximately $1.4 billion
after short-term borrowings of $600 million for total committed
liquidity of approximately $1.86 billion.  The revolver expires in
June 2017.  The main covenant on the revolver is a 60%
debt-to-capitalization ratio.  Other covenant restrictions include
limitation on liens, limits on asset sales and disposals, and
limitations on mergers.  MUR's maturity schedule is light, with no
major maturities until the company's $550 million in 2017s are due.


While Murphy's liquidity is currently very strong, the company has
sold off a significant number of assets as part of earlier
restructurings which may limit its ability to liquidate additional
assets under a lower-for-longer scenario without unfavorably
impacting core credit metrics.

Other Liabilities:

Murphy's other obligations are manageable.  The deficit on pension
benefit plans at year-end 2014 rose to $264.6 million versus the
$174.1 million the year prior.  The main drivers of the increased
deficit were actuarial losses, lower curtailments, and lower
returns on plan assets.  When scaled to Funds from Operations,
expected pension outflows are manageable.

MUR's Asset Retirement Obligation (ARO) stood at $885.9 million at
September 30, 2015, versus $905 million seen the year prior.  The
ARO is linked to the remediation of wells and other upstream
facilities.  2014 rental expense was $145 million and was linked to
floating production, storage, and offloading facilities (FPSOs)
used in Malaysia, leases for production facilities in the Gulf of
Mexico, and other items.  Commodity derivatives exposure at the
company is typically limited, although MUR put on incremental
hedges for approximately 15,000 bpd of Eagle Ford production
earlier in 2015 at levels in the $62 - $63 range

FULL LIST OF RATING ACTIONS

Fitch downgrades these:

Murphy Oil Corporation

   -- Long Term IDR to 'BB+' from 'BBB-';
   -- Senior Unsecured Notes to 'BB+/RR4' from 'BBB-';
   -- Senior Unsecured Revolver to 'BB+/RR4' from 'BBB-'.


NEW CENTURY: Deutsche Bank Wins Summary Judgment Against Moss
-------------------------------------------------------------
On January 10, 2007, Defendant Eugene Moss executed a note in favor
of New Century Mortgage Corporation for a principal amount of
$369,000 with initial payments of $3,123.94 per month.  The Note
explicitly provided that monthly payments were subject to change.
Also on January 10, 2007, Moss executed a mortgage as security for
repayment of the Note to Mortgage Electronic Registration Systems
("MERS") -- acting as nominee for New Century -- on property
located at 210 Porky Oliver Drive, in Middletown, Delaware.  Moss
resides at the Property.  The Mortgage was recorded with the
Recorder of Deeds of New Castle County on January 31, 2007.

On April 7, 2007, New Century filed for Chapter 11 bankruptcy.  In
May 2007, the Bankruptcy Court for the District of Delaware
approved the sale of New Century's loan servicing business to
Carrington Capital Management, LLC, and Carrington Mortgage
Services.  On January 17, 2008, MERS -- as nominee for New Century
and then Carrington -- assigned and transferred the Mortgage to
Deutsche Bank Trust Company Americas.  The First Assignment was
recorded with the Recorder of Deeds on February 5, 2008.  DBTCA and
Moss entered into a loan modification agreement on April 14, 2009,
which provided that Moss's payments would be $1,908.57 per month.
Subsequently, on November 16, 2009, DBTCA assigned and transferred
the Mortgage ("Second Assignment") to Plaintiff Deutsche Bank
National Trust Company.  The Second Assignment was recorded with
the Recorder of Deeds on April 13, 2010.

Moss concedes that he has not made a payment on the Mortgage since
September 2009 -- approximately six years.  Although Moss was
afforded an opportunity to participate in a loss mitigation program
with Deutsche Bank pursuant to 10 Del C. Section 062A,10 Moss chose
not to engage in the program. Deutsche Bank is the holder of the
Note and the Mortgage.

Deutsche Bank filed a motion for summary judgment on August 14,
2015, and Moss filed his opposition thereto.  Subsequently, Moss
filed a motion to dismiss on November 10, 2015, and Deutsche Bank
filed its opposition. Because Moss's motion to dismiss was
submitted with various materials outside the pleadings, the Court
gave notice to the parties that Moss's motion was converted to a
motion for summary judgment. Accordingly, the parties were afforded
the opportunity to present all materials made pertinent to such a
motion.

In a Memorandum Opinion dated January 26, 2016, which is available
at http://is.gd/cj7ac4from Leagle.com, the Superior Court of
Delaware granted Deutsche Bank's Motion for Summary Judgment and
denied Moss's Motion for Summary Judgment.

The case is DEUTSCHE BANK NATIONAL TRUST COMPANY, Plaintiff, v.
EUGENE MOSS, Defendant, C.A. No. N11L-03-097 ALR (Del. Sup.).

Jarret P. Hitchings, Esq., Esq. -- JPHitchings@duanemorris.com --
Duane Morris LLP, Wilmington, Delaware  and Brett L. Messinger,
Esq. -- BLMessinger@duanemorris.com -- Duane Morris LLP,
Wilmington, Delaware, admitted pro hac vice, Attorneys for
Plaintiff Deutsche Bank National Trust Company.

Dean A. Campbell, Esq., The Law Office of Dean A. Campbell, LLC,
Georgetown, Delaware, Attorney for Defendant Eugene Moss.

                      About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq.,
Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen as its
bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.  The Bankruptcy Court confirmed the Second
Amended Joint Chapter 11 Plan of Liquidation of the Debtors and
the
Official Committee of Unsecured Creditors on July 15, 2008, which
became effective on Aug. 1, 2008.  An appeal was taken and, on
July
16, 2009, District Judge Sue Robinson issued a Memorandum Opinion
reversing the Confirmation Order.  On July 27, 2009, the
Bankruptcy
Court entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEW ENGLAND COMPOUNDING: Gov't Can't Amend Suit vs. Ex-Director
---------------------------------------------------------------
In a Memorandum and Order dated January 22, 2016, which is
available at http://is.gd/fHg1Uefrom Leagle.com, Judge William G.
Ong of the United States District Court for the District of
Massachusetts granted the Conigliaro Claimants' motion to dismiss
certain properties in the in rem action captioned UNITED STATES OF
AMERICA, Plaintiff, v. ALL FUNDS ON DEPOSIT IN LEE MUNDER WEALTH
PLANNING RESOURCE ACCOUNT NUMBER ***_**1080, HELD IN THE NAME OF
BARRY J. CADDEN IRREVOCABLE TRUST, UP TO THE AMOUNT OF
$1,482,200.26 AS OF DECEMBER 17, 2014, AND ALL INTEREST ACCURED
THEREAFTER, ET AL., Defendants.,Civil Action No. 15-11906-WGY (D.
Mass.)., and denied as futile the U.S. Government's motion for
leave to file a Second Amended Complaint.

Carla Conigliaro was an insider of the New England Compounding
Company: a majority shareholder and a member of the board of
directors.  "[Barry J.] Cadden and certain other defendants named
in the Indictment knowingly ran NECC as a criminal enterprise from
at least 2006 until NECC ceased operations in October 2012," the
Government's suit alleged.

ALL FUNDS ON DEPOSIT IN THE LEE MUNDER WEALTH PLANNING RESOURCE
ACCOUNT, Defendant, is represented by Bruce A. Singal, Esq. --
bsingal@dbslawfirm.com  -- Donoghue, Barrett & Singal, PC, Damien
C. Powell, Esq. -- dpowell@dbslawfirm.com  -- Donoghue, Barrett &
Singal, PC, John J. Monaghan, Esq. -- john.monaghan@hklaw.com --
Holland & Knight, LLP & Michelle R. Peirce Esq. --
mpeirce@dbslawfirm.com --, Donoghue, Barrett & Singal, PC.

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39
people and sickened 656 in 19 states, though no illnesses have
been
reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those
associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by
Jeffrey D. Sternklar, Esq., at DUANE MORRIS LLP.

An Official Committee of Unsecured Creditors appointed in the case
has been represented by BROWN RUDNICK LLP's William R. Baldiga,
Esq., Rebecca L. Fordon, Esq., Jessica L. Conte, Esq., and
David J. Molton, Esq.


NEW GULF RESOURCES: Plan Goes to April 11 Confirmation Hearing
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware on Feb. 4, 2016, approved the disclosure
statement explaining New Gulf Resources, LLC, et al.'s First
Amended Joint Plan of Reorganization and scheduled the confirmation
hearing for April 11, 2016, at 10:00 a.m. (prevailing Eastern
Time).

The Plan Objection Deadline and Voting Deadline are established as
March 24, 2016.

Prior to the Disclosure Statement hearing, the Debtors amended the
Plan outline to provide that holders of Class 6 - Subordinated PIK
Notes Claims will be entitled to receive: (i) if Class 6 votes to
accept the Plan, its Pro Rata share of 12.5% of the New Equity
Interests that are issued and outstanding as of the Effective Date;
or (ii) if Class 6 does not vote to accept the Plan, its Pro Rata
share of 5% of the New Equity Interests that are issued and
outstanding as of the Effective Date.

The Amended Disclosure Statement provides that in the event that
the Effective Date does not occur on or before May 16, 2016, upon
notification submitted by the Debtors to the Court: (i) the
Confirmation Order may be vacated, (ii) no distributions under the
Plan will be made; (iii) the Debtors and all holders of Claims and
Equity Interests shall be restored to the status quo ante as of the
day immediately preceding the Confirmation Date as though the
Confirmation Date had never occurred; and (iv) the Debtors'
obligations with respect to the Claims and Equity Interests will
remain unchanged and nothing contained in the Plan will constitute
or be deemed a waiver, release, or discharge of any Claims or
Equity Interests by or against the Debtors or any other person or
to prejudice in any manner the rights of the Debtors or any person
in any further proceedings involving the Debtors unless extended by
Court order.

Energy & Exploration Partners, LLC, filed a supplemental objection
to the Disclosure Statement and Solicitations Motion, complaining
that just days before the Disclosure Statement hearing was
scheduled to commence, the Debtors amended their Plan to impair
ENXP and make other wholesale changes to ENXP's treatment and
recovery.

A blacklined version of the Disclosure Statement dated Feb. 5,
2016, is available at http://bankrupt.com/misc/NGRds0205.pdf

A full-text copy of the Dilution Analysis is available at
http://bankrupt.com/misc/NGRplanex10203.pdf

A blacklined version of a draft of the Liquidation Analysis is
available at http://bankrupt.com/misc/NGRplanex20203.pdf

The Debtors are represented by M. Blake Cleary, Esq., Ryan M.
Bartley, Esq., and Justin P. Duda, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware; and C. Luckey McDowell,
Esq., Ian E. Roberts, Esq., and Meggie S. Gilstrap, Esq., at Baker
Botts L.L.P., in Dallas, Texas.

ENXP is represented by Robert J. Dehney, Esq., and Erin R. Fay,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington,
Delaware; and Jennifer Feldsher, Esq., and Rachel B. Goldman, Esq.,
at Bracewell LLP, in New York.

                     About New Gulf Resources

Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf
Resources, LLC is an independent oil and natural gas company
engaged in the acquisition, development, exploration and
production
of oil and natural gas properties, focused primarily in the East
Texas Basin.  The Company currently employs 55 people.

New Gulf Resources, along with affiliates NGR Holding Company LLC,
NGR Texas, LLC and NGR Finance Corp., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12566) on Dec. 17, 2015,
to effectuate an agreement with an ad hoc committee of creditors
who held in the aggregate approximately 72% of the Second Lien
Notes and approximately 22% of the Subordinated PIK Notes for a
comprehensive financial restructuring of New Gulf's capital
structure under a confirmable Chapter 11 plan of reorganization.

The petitions were signed by Danni Morris, the chief financial
officer.

Judge Brendan Linehan Shannon is assigned the jointly administered
cases.

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


NORANDA ALUMINUM: Court OKs First Day Motions, DIP Financing
------------------------------------------------------------
Noranda Aluminum Holding Corporation on Feb. 9, 2016, disclosed
that it has received approval from the United States Bankruptcy
Court for the Eastern District of Missouri for its First Day
motions related to its Chapter 11 restructuring.  Collectively, the
First Day orders issued by the Court on either an interim or final
basis will help Noranda continue to operate its business in the
ordinary course while the Company evaluates options for its various
business operations.

Kip Smith, Noranda's President and Chief Executive Officer, said,
"The Court's approval of our DIP financing and other first-day
motions should provide our customers, suppliers, and employees
confidence in our ability to conduct this process without
disruption to our ongoing business activities."

The Court granted Noranda interim approval of up to $165 million in
new debtor-in-possession (DIP) financing.  This new financing,
combined with cash generated from the Company's ongoing operations,
will be used to support the business during the court-supervised
process.  The Company also received approval to, among other
things, continue paying employee wages, salaries and health and
disability benefits.  For goods and services provided on or after
February 8, 2016, the Company intends to pay suppliers in full
under normal terms.

As previously announced, on February 8, 2016, Noranda and all of
its wholly owned direct and indirect subsidiaries voluntarily filed
to initiate a court-supervised process under Chapter 11 of the
Bankruptcy Code.  The Company intends to use the court-supervised
process to stabilize its upstream operations as it explores ways to
make them economically viable.  The Company's downstream
Flat-Rolled Products business, which is profitable and generates
positive cash flow, continues to serve customers in the ordinary
course and is likely to undergo a court-supervised auction
process.

                     About Noranda Aluminum

Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils.  The
Company has two businesses: an Upstream Business and a Downstream
Business.  The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an alumina
refinery ("Gramercy").  The Downstream, or Flat-Rolled Products
Business is one of the largest aluminum foil producers in North
America, and consists of four rolling mill facilities.

Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et
al., engaged in the production of primary aluminum and rolled
aluminum coils, filed separate Chapter 11 bankruptcy petitions
(Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016.

The petitions were signed by Dale W. Boyles, the chief financial
officer.  Judge Barry S. Schermer is assigned to the case.

The Debtors had approximately 1,857 employees as of the Petition
Date.

The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion.  As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of
secured indebtedness, consisting of a revolving credit facility
and
a term loan facility.

The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as general counsel, Carmody MacDonald P.C. as local counsel,
PJT Partners, LP as investment banker, Alvarez & Marsal North
America, LLC as restructuring advisors and Prime Clerk LLC as
claims, solicitation and balloting agent.









NORANDA ALUMINUM: Gets Court Approval for $165MM DIP Financing
--------------------------------------------------------------
Niluksi Koswanage, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Noranda Aluminum Holding Corp. received
interim court approval of up to $165 million in
debtor-in-possession financing, the company said in a statement.

According to the report, the new financing, combined with cash
generated from the company's ongoing operations, will be used to
support the business during the court-supervised process.  The
company said it also received approval to continue paying employee
wages, salaries and health and disability benefits. For goods and
services provided on or after Feb. 8, the Company intends to pay
suppliers in full under normal terms, Noranda said in the statement
dated Feb. 9.

                      About Noranda Aluminum

Noranda Aluminum, Inc., and 10 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead
Case
No. 16-10083) on Feb. 8, 2016.  The petitions were signed by Dale
W. Boyles as chief financial officer.  Judge Barry S. Schermer is
assigned to the case.

The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT
Partners, LP as investment banker, Alvarez & Marsal North America,
LLC as restructuring advisors and Prime Clerk LLC as claims,
solicitation and balloting agent.

The Debtors estimated both assets and liabilities in the range of
$1 billion to $10 billion.  As of the Petition Date, the Debtors
had approximately $529.6 million in outstanding principal amount
of
secured indebtedness, consisting of a revolving credit facility
and
a term loan facility.

The Debtors had approximately 1,857 employees as of the Petition
Date.


OFFSHORE GROUP: Completes Restructuring, Exits Chapter 11
---------------------------------------------------------
Offshore Group Investment Limited on Feb. 10 disclosed that it has
successfully completed its prepackaged restructuring and
recapitalization and emerged from chapter 11 bankruptcy
protection.

Through its prepackaged chapter 11 plan, OGIL eliminated more than
$1.5 billion of senior secured debt and most cash interest and
received $75 million in new exit financing.  The Company believes
its new capital structure creates a strong foundation for long-term
success.

"[Wednes]day marks the completion of a restructuring and
recapitalization that allows the Company to move forward with a
solid financial foundation from which we expect to continue to
operate successfully and grow," said Paul Bragg, Chief Executive
Officer.  "We now have the financial flexibility to continue to
provide our customers with industry-leading expertise and safe,
efficient drilling services, as is our norm.  On behalf of the
management team, I would like to extend my gratitude to our
employees for their hard work and dedication and to our customers,
suppliers, and stakeholders for their support during this
process."

The Company also announced on Feb. 10 a newly constituted Board of
Directors, effective in conjunction with the Company's emergence
from chapter 11:

   -- Nils E. Larsen - Senior Operating Adviser working with The
      Carlyle Group's U.S. Equity Opportunities Fund.  Prior to    

      partnering with The Carlyle Group, Mr. Larsen served in a
      variety of senior executive positions with Tribune Company,
      including as President and Chief Executive Officer of
      Tribune Broadcasting and as Co-President of Tribune Company.

  --  L. Spencer Wells - Founder and Partner of Drivetrain
      Advisors, a provider of fiduciary services to members of the
      alternative investment community, with a particular
      expertise in restructuring and turnarounds. Previously,
      Mr. Wells served as senior advisor and partner with TPG
      Special Situations Partner.

   -- Esa Ikaheimonen - Former Executive Vice President and Chief
      Financial Officer of Transocean Ltd. Mr. Ikaheimonen
      previously served as Chief Executive Officer of Seadrill's
      Asia Offshore Drilling subsidiary and Senior Vice President
      and Chief Financial Officer of Seadrill Ltd.  He has served
      on the board of directors of Transocean Partners, LLC, as
      Chairman of the Board, and as an independent director of
      Ahlstrom Plc where he served as Chairman of the Audit
      Committee.

  --  Matthew Bonanno - Partner of York Capital Management and
      currently a member of the Board, in his capacity as a York
      employee, of Rever Offshore AS and all entities incorporated

      pursuant to York's partnership with Costamare Inc. and
      Augustea Bunge Maritime.

  --  Paul A. Bragg - With the Company since its inception in 2006

      as its Chief Executive Officer. Before then, Mr. Bragg was
      employed by Pride International, Inc., which was one of the
      world's largest international drilling and oilfield services
      companies prior to being acquired by Ensco plc.  At Pride,
      Mr. Bragg served as Chief Executive Officer from 1999
      through 2005, Chief Operating Officer from 1997 through
      1999, and Vice President and Chief Financial Officer from
      1993 through 1997.  As a result of his three decades in    
      offshore drilling, Mr. Bragg is experienced in operational,
      financial, and marketing strategies relating to the
      industry.

After the Company's emergence from chapter 11, two additional
directors will be appointed:

  --  Scott McCarty - Partner of Q Investments and with Q since
      2002.  Prior to his current position as manager of the
      venture capital, private equity, and distressed investment
      groups, he was a portfolio manager.  Before joining Q
      Investments, Mr. McCarty was a captain in the United States
      Army and worked in the office of United States Senator Kay
      Bailey Hutchison.

  --  Tom Bates - Has 40 years of operational experience in the
      oil and gas industry, having held executive leadership
      positions at several major energy companies.  He previously
      served as group president at Baker Hughes, chief executive
      officer at Weatherford-Enterra, and president of the
      Anadrill division of Schlumberger.  A current director of
      TETRA Technologies, Mr. Bates also has served as Chairman of

      the Board of Hercules Offshore, Inc. in addition to serving
      on several other public company energy-related boards.  He
      also was managing director and then senior advisor at Lime
      Rock Partners, an energy-focused private equity investment
      firm.  Mr. Bates has a doctorate in mechanical engineering
      from the University of Michigan.  He is currently an adjunct

      professor and co-chair of the advisory board for the Energy
      MBA Program at the Neeley School of Business at Texas
      Christian University in Fort Worth.

Mr. Bragg said, "Our newly constituted Board includes a diverse
group of individuals with a range of experience and expertise who
will bring fresh perspective to the Company.  We look forward to
benefitting from their guidance as we embark on our new
beginning."

The Company further announced that it has changed its name to
Vantage Drilling International effective upon the completion of the
restructuring and recapitalization.

As previously announced, the Company's prepackaged chapter 11 plan
was confirmed by the United States Bankruptcy Court for the
District of Delaware on January 15, 2016.

Weil, Gotshal & Manges LLP served as legal counsel and Lazard
Freres & Co. LLC served as investment banker to the Company.
Alvarez & Marsal North America, LLC served as financial adviser to
the Company.

                      About Offshore Group

Offshore Group Investment Limited is an international offshore
drilling company operating a fleet of modern, high-specification
drilling units around the world.  Its principal business is to
contract their drilling units, related equipment, and work crews to
drill underwater oil and natural gas wells for major, national, and
independent oil and natural gas companies.

Offshore Group Investment Limited and 23 other units of publicly
traded Vantage Drilling Company filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12421) on Dec. 3, 2015
to pursue a prepackaged restructuring backed by Vantage.

Christopher G. DeClaire, the authorized officer, signed the
petition.

The Debtors have engaged Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A. as co-counsel; Lazard Freres & Co.
LLC as investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims
and noticing agent.


OUTER HARBOR: Liabilities Mostly from Port of Oakland Lease Deals
-----------------------------------------------------------------
Matt Chiappardi at Bankruptcy Law360 reported that a seaport
company at the Port of Oakland in California filed for Chapter 11
protection on Feb. 1, 2016, in Delaware, two weeks after revealing
it was going to mothball operations and feared the "potential
liability" connected to a National Labor Relations Board dispute.

In papers filed with the Delaware bankruptcy court, Outer Harbor
Terminal LLC listed roughly $380 million in book-value debt,
consisting primarily of liabilities from its lease agreements with
the Port of Oakland, with one concession pact from 2010 still
having 44 years left on it.

Oakland, California-based port operator Outer Harbor Terminal, LLC,
filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283)
on Feb. 1, 2016.

The Hon. Laurie Selber Silverstein presides over the case.  
Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general
counsel.  Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as its Delaware counsel.

The Debtor estimated assets and debts at $100 million to $500
million.  The petition was signed by Heather Stack, chief financial
office


OUTERWALL INC: S&P Lowers CCR to 'BB-' Due to Redbox Revenue Drop
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Bellevue, Wash.-based Outerwall Inc. to 'BB-' from 'BB+'.
The outlook is negative.

At the same time, S&P lowered its issue-level ratings on the
first-lien facilities, including the $600 million revolving credit
facility due 2019 and $150 million term loan due 2019, to 'BB' from
'BBB'.  The recovery rating of '2' (revised from '1') indicates
S&P's expectation for lenders to receive substantial (70% to 90%,
at the low end of the range) recovery in the event of payment
default.

S&P also lowered its issue-level ratings on the company's
$350 million unsecured notes due 2019 and $300 million unsecured
notes due 2021 to 'B' from 'BB-'.  S&P's recovery rating for each
tranche of the unsecured notes is unchanged at '6', which indicates
S&P's expectation for investors to receive negligible (0% to 10%)
recovery in the event of payment default.

"The lower ratings reflect our assessment that Redbox, the
company's largest operating segment, is in a secular decline and
facing stronger than anticipated competitive pressure from online
streaming services and on-demand services from cable and satellite
providers; therefore, we have revised downward our forecast for
profits and cash flow, and believe credit metrics will worsen,"
said Standard & Poor's credit analyst Suyun Qu.

The negative outlook reflects S&P's expectation that the decline in
the DVD rental segment will lead to lower revenue and cash flow.
Over the next year, S&P expects the company to maintain credit
metrics near current levels, including debt-to-EBITDA in the mid-2x
area.



PEARL CITY, MS: Moody's Confirms Ba1 Rating on $12.4MM GOULT Bonds
------------------------------------------------------------------
Moody's Investors Service has confirmed the Ba1 rating on the City
of Pearl, MS's general obligation unlimited tax bonds, affecting
$12.46 million of outstanding debt.  Moody's has also assigned a
negative outlook.  This concludes a review, initiated on Dec. 18,
2015, of the city's exposure to contingent liabilities stemming
from various debt financings relating to economic development
activities.

The Ba1 rating reflects the city's weak financial position, with
fiscal 2014 ending General Fund balance representing negative 6.7%
of revenues and cash balance of negative 13.9% of revenues.  The
rating also reflects the city's moderately-sized and stable tax
base, below average wealth levels, and elevated debt burden.

Rating Outlook

The negative outlook reflects the city's limited financial
flexibility and the potential for further deterioration of the
city's financial position given the budgeted fiscal 2016 deficit,
as well as the need for short term borrowing in fiscal 2015 and
2016.  Future reviews will focus on management's ability to balance
the budget and rebuild financial reserves.

Factors that Could Lead to an Upgrade

- Established trend of structurally balanced operations
- Rebuilding of reserves to adequate levels
- Substantial tax base growth

Factors that Could Lead to a Downgrade

- Further financial deterioration
- Continued reliance on short term borrowing and one-time
   measures to balance future budgets
- Failure to restore structural balance and rebuild
   financial reserves

Legal Security

The bonds are secured by an annual ad valorem tax, levied against
all taxable property in the city without legal limitation as to
rate or amount.

Use of Proceeds. N/A

Obligor Profile

The City of Pearl is located in Rankin County (Aa2), approximately
2 miles east of the state capital, Jackson (A3 negative).

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014.


PHILLIPS INVESTMENTS: Can Employ James C. Cook as Appraiser
-----------------------------------------------------------
Phillips Investments, LLC, sought and obtained Bankruptcy Court
approval to employ James C. Cook as real estate appraiser.

The Debtor requires the services of a real estate appraiser to
prepare a report as to the value of those certain parcels of real
property in order to complete its Confirmation Hearing preparation
and to testify in support of said report at time of the hearing.

Mr. Cook will provide a report as to parcels of real property for a
total flat fee of $6,500 and litigation support, including
testimony, for $250 an hour.

Mr. Cook assures 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.

                    About Phillips Investments

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

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

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

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

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

                           *     *     *

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

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

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



PICO HOLDINGS: Sean Leder Revises Consent Solicitation
------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings,
Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified
holding company reporting recurring losses since 2008. PICO owns
57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a
securities portfolio and various interests in small businesses.
Central Square Management LLC and River Road Asset Management LLC
collectively own more than 14% of PICO and have agitated for
governance and financial changes. Sean Leder owns 1% of PICO shares
and seeks shareholder authorization to call a Special Meeting to
remove and replace five directors. Other activists at
http://ReformPICONow.com/have taken to the Internet to advance the
shareholder cause.

In the filing, Mr. Leder details his interaction with PICO CEO John
Hart at the 2015 Investor Day. PICO censored the general Q&A to the
investing public. Mr. Leder asked Mr. Hart about:

    a) Board declassification, which was voted on affirmatively
       by shareholders at the 2015 Annual Meeting;

    b) the "Parallax Trading Model," of which Mr. Hart's
       employment agreement indicates he is a co-licensee, and
       if PICO (i.e. shareholders) are paying the licensing
       fees;
    
    c) hiring an investment banker to sell UCP;
    
    d) a PICO employee whom also managed Mr. Hart's personal
       investments (and was fired shortly thereafter);
     
    e) the cost of the proposal to reincorporate from California
       to Delaware, which was withdrawn the day before the 2015
       annual meeting; and
    
    f) PICO agreements with outside investment consultants.

The activist bloggers at ReformPICONow highlight other changes.  

Preventive Measures

Mr. Leder outlines two measures to prevent a blocking action by the
PICO Board. First, Mr. Leder indicates that if the Board reduces
the number of directors so that there are less than 5 director
vacancies following approval of Proposal 2, Leder Holdings, LLC,
will then determine which candidates to withdraw from nomination.

Second, Mr. Leder says that directors at the Special Meeting will
be elected by plurality vote; if more than one candidate is
nominated to fill a vacancy, the candidate receiving the greatest
number of votes will be selected.

Machado Spared, Deuster Marked

The initial Consent Statement proposed to give Director Michael J.
Machado the heave-ho. Today's document indicates that Mr. Machado
will be spared. In his place, Director Robert G. Deuster will face
the shareholder gauntlet.

Unlike Incumbent Directors, Leder Buys PICO

The filing indicates that Mr. Leder purchased 30,713 PICO shares
since his first Consent Statement on January 27.


PLEASE TOUCH MUSEUM: Plan Confirmation Hearing on March 16
----------------------------------------------------------
Please Touch Museum, operator of a children's museum in
Philadelphia, will seek confirmation of its bankruptcy-exit plan on
March 16, 2016, at 1:00 p.m. (prevailing Eastern time).

Judge Jean K. FitzSimon on Feb. 2, 2016, approved the Disclosure
Statement for the First Amended Chapter 11 Plan and ordered that:

   * Jan. 27, 2016 is the record date for determining the
     beneficial owners of the bonds and the holders of claims in
     Class 6 who are entitled to vote for or against the Plan.

   * The Debtor is directed to distribute or cause to be
     distributed solicitation packages on or before Feb. 4, 2016.

   * Each ballot must be received no later than 4:00 p.m.
     (prevailing Eastern Time) March 7, 2016.

The Debtor may extend the Voting Deadline, if necessary, without
further order of the Court, to a date that is no later than five
business days before the Confirmation Hearing.

   * No later than March 9, 2016, the Debtor shall file the vote
     tabulation certification.

   * Objections to confirmation of the Plan or proposed
     modifications to the Plan must be filed by March 10, 2016.

   * The Confirmation Hearing will be held at 1:00 p.m.
     (prevailing Eastern time ) on March 16, 2016; provided,
     however, that the Confirmation Hearing may be adjourned from
     time to time by the Court or the Debtor without further
     notice to parties other than an announcement in Court.

A copy of the order approving the Disclosure Statement and the
Solicitation Procedures is available for free at:

     http://bankrupt.com/misc/Please_Touch_283_DS_Order.pdf

A copy of the Disclosure Statement dated Jan. 26, 2016, as modified
Feb. 2, 2016, is available for free at:

    http://bankrupt.com/misc/Please_Touch_287_DS_1st_Am_Plan.pdf

                        The Chapter 11 Plan

The Debtor filed a Reorganization Plan that promises to pay
unsecured creditors in full in two years.

The claim of the bonds (Class 3) which include the outstanding
principal amount of Bonds, $58,000,000, plus accrued and unpaid
interest as of the Petition Date in the amount of $3,070,653 (on
account of the proceeds from the sale of the $60 million revenue
bonds issued by the Philadelphia Authority for Industrial
Development that were loaned to the Debtor in 2006) will be
satisfied by the Museum making two payments totaling $8,250,000 to
the Indenture Trustee on account of the Bonds: $2,500,000 upon
execution of the Term Sheet, which amount has been paid and
constitutes property of the trust estate of the Bonds held by the
Indenture Trustee, and the Debtor waives all rights, if any, to
such property; and $5,750,000 on or before the Effective Date of
the Plan.  The Indenture Trustee will not receive any further
amounts on account of the Bonds.

Although the Claim of the Bonds is held by the Indenture Trustee,
it is voted by the Bondholders, i.e., beneficial holders of the
Bonds as of the Voting Record Date.  They have the right to vote,
as a Class, to accept or reject the Plan with respect to the Claim
of the Bonds.

The Amended Plan provides that general unsecured claims are
impaired.  Each Holder of an allowed general unsecured claim will
receive an amount of distributable cash equal to 100% of the
aggregate amount in U.S. dollars of the holder's allowed general
Unsecured Claim, paid in equal quarterly installments over a 2-year
period with interest at 4% per annum and commencing on the
Effective Date; or, if such holder affirmatively elects such
treatment, an amount of Distributable Cash equal to 90% of the
aggregate amount in U.S. dollars of the holder's general unsecured
claim, paid on the later of the Effective Date or the date that the
claim becomes allowed.

Each holder of allowed interests (Class 7) will retain its interest
and receive no property or other value distribution on account of
its interest.

To fund the Plan, the Debtor must raise sufficient funds to make
all payments called for on the Effective Date of the Plan,
including but not limited to (1) payment of the sum of $5,750,000
with respect to the Class 3 Claim of the Bonds; and (2) payment of
the sum of approximately $1.1 million in the aggregate with respect
to all other classes of claims.

The Debtor is conducting a "Foundation for the Future" campaign to
raise the funds which are necessary to fund the Plan.  The Debtor
has established a goal of raising $10 million through the campaign.
As of Jan. 19, 2016, the Debtor had secured pledges of
approximately $5.9 million in connection with the campaign, of
which $5.1 million is payable on or before the Effective Date of
the Plan.

The Debtor is unable to raise or borrow sufficient funds to fund
the Plan, the Debtor intends to withdraw the Plan.

According to the Disclosure Statement, the Debtor will not request
that the Plan be confirmed under Section 1129(b) with respect to
Class 3 (Claim of the Bonds) unless holders of at least 50% in
principal amount of the Bonds actually voted vote in favor of the
Plan, and the Indenture Trustee does not object to such treatment.

Counsel to the Debtor:

         Lawrence G. McMichael, Esq.
         Peter C. Hughes, Esq.
         Catherine G. Pappas, Esq.
         DILWORTH PAXSON LLP
         1500 Market St., Suite 3500E
         Philadelphia, PA 19102
         Telephone: (215) 575-7000
         Facsimile: (215) 575-7200

                     About Please Touch Museum

Please Touch Museum operates a children's museum known as the
Please Touch Museum located at Memorial Hall in the Fairmount Park
section of Philadelphia.  It generates its revenues through a
combination of sales of memberships and tickets to the Museum,
event revenue, endowment income, and charitable contributions.

Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 15-16558) on Sept. 11, 2015.  The petition was
signed by Lynn McMaster, the president and chief executive
officer.

Judge Jean K. FitzSimon is assigned to the case.

The Debtor disclosed total assets of $16,244,356 and total
liabilities of $63,513,617.

Dilworth Paxson LLP serves as the Debtor's counsel.  EisnerAmper
LLP acts as the Debtor's financial advisor.  Isdaner & Company, LLC
is the Debtor's tax advisor and auditor.  Rust Consulting/Omni
Bankruptcy is the Debtor's claims, notice and solicitation agent.

No official committee of unsecured creditors has been appointed in
the case.


PROSPECT HOLDING: S&P Lowers ICR to 'CC', On CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
issuer credit and issue ratings on Prospect Holding Co. LLC to 'CC'
from 'CCC+'.  S&P is also placing the ratings on CreditWatch with
negative implications.

On Feb. 8, Prospect announced a cash tender offer to prepay up to
$53 million of its senior notes--with a principal amount of $129.9
million.  Depending on the amount of investor interest in the
tender offer, noteholders will receive $570 to $630 per $1,000
principal amount.  "We expect the settlement of the tender payment
to occur on March 8, at which time we plan to lower the issuer
credit rating to 'SD' (selective default) and the rating on the
senior notes to 'D' (default)," said Standard & Poor's credit
analyst Stephen Lynch.  According to S&P's criteria, it views the
below-par prepayment as distressed and, hence, a de facto
restructuring and a default on the fund's obligations.

S&P is placing its ratings on CreditWatch with negative
implications because S&P expects to lower the issuer credit rating
to 'SD' and the rating on the senior notes to 'D' when the tender
offer occurs.

Following a downgrade to default, S&P could raise the issuer credit
rating from 'SD'--even if full and timely payment has not been made
on the original securities that have not been exchanged, if S&P
considers, given the acceptance rate level, that no further
resolution of the default will likely occur and the near-term
ability of holdout creditors to complicate the issuer's financing
ability is limited.  S&P believes its rating on the company after
default would likely be no higher than 'CCC+'.  A rating of 'CCC+'
indicates that the issuer is vulnerable and dependent upon
favorable business and economic conditions to meet its financial
commitments, although the issuer may not face a near-term (within
12 months) credit or payment crisis.

S&P plans to update the recovery rating on the remaining senior
notes when it has more information about the company's post-tender
offer capital structure and earnings profile.


QUANTUM CORP: Bylaws Allows Director Removal by Stockholders
------------------------------------------------------------
Quantum Corporation disclosed in a Form 8-K document filed with the
Securities and Exchange Commission that the Board of Directors of
the Company amended and restated Article III, Section 3.11 of the
Company's bylaws to read that any director may be removed from
office by the stockholders of the Company in accordance with the
provisions of the DGCL, in light of the ruling on Dec. 21, 2015, of
the Delaware Chancery Court in the In re: Vaalco Energy Inc.
matter.

                       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 Dec. 31, 2015, the Company had $278 million in total assets,
$355 million in total liabilities and a $76.9 million total
stockholders' deficit.


RANDALL BLANCHARD: IFA May File Administrative Claim, Court Says
----------------------------------------------------------------
In an Order dated January 22, 2016, which is available at
http://is.gd/fPAJ6Mfrom Leagle.com, Judge Scott C. Clarkson of the
United States Bankruptcy Court for the Central District of
California, Santa Ana Division, dismissed the adversary proceeding
without leave to amend based upon issue preclusion.  This dismissal
is without prejudice to Plaintiff Integrated Financial Associates,
Inc.'s filing an administrative claim in this bankruptcy case.

The adversary proceeding is INTEGRATED FINANCIAL ASSOCIATES, INC.,
Plaintiff, v. RANDALL WILLIAM BLANCHARD, FOLKSTONE PARTNERS, LP,
MERYTON MANAGEMENT, INC., CALIFORNIA REPUBLIC BANK, RICHARD M.
PACHULSKI, as Chapter 11 Trustee/Plan Administrator, and CC BOREGO,
LLC, Defendants, Adversary No. 8:15-ap-01394-SC (Bankr. C.D.
Calif.).

The bankruptcy case is In re RANDALL WILLIAM BLANCHARD, Chapter 11,
Debtor, Case No. 8:14-bk-14105-SC (Bankr. C.D. Calif.).

Intergrated Financial Associates, Inc., Plaintiff, is represented
by Candace Carlyon, MORRIS POLICH & PURDY, LLP.


RAYONIER ADVANCED: S&P Lowers CCR to 'BB-', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Jacksonville, Fla.-based specialty cellulose pulp
producer Rayonier Advanced Materials Inc. to 'BB-' from 'BB'.  The
outlook is stable.

S&P also lowered the issue-level rating on the company's $550
million senior unsecured notes due 2024 to 'BB-' from 'BB'.  The
recovery rating on the notes is '3', indicating S&P's expectation
for meaningful (lower half of the 50% to 70% range) recovery in the
event of payment default.

S&P removed all the ratings from CreditWatch, where they were
placed with negative implications on Sept. 1, 2015.

"Our stable outlook reflects our expectation that Rayonier Advanced
Materials will maintain credit measures in line with an aggressive
financial risk profile for 2016 based on its recent earnings
guidance for the year," said Standard & Poor's credit analyst
Thomas Nadramia.  "We do expect the company to maintain other cash
flow coverage ratios, including EBITDA to interest in the
significant range, which lends support to our stable outlook."

S&P could lower RYAM's rating in 2016 if expected EBITDA levels are
not achieved due to lower-than-expected cost savings or operating
outages such that debt-to-EBITDA leverage was sustained above 5x
and FFO to debt fell below 12%.  S&P could also lower its ratings
if RYAM's cellulose and commodity products undergo further demand
and price pressure in the latter half of 2016, thereby indicating
that 2017 contracted volumes and earnings could deteriorate below
expected levels for 2016, resulting in cash flow and leverage
ratios reaching the highly leveraged category (i.e., debt to EBITDA
greater than 5x, FFO to debt less than 12%, or EBITDA to interest
less than 2x).

S&P could raise its ratings on RYAM over the next year if cellulose
fiber demand and pricing recover from current low levels or if
earnings and cost saves exceed current expectations, such that the
2017 outlook for the company indicates debt-to-EBITDA leverage
would trend below 4.5x in 2017.  For this to occur, S&P estimates
gross margins would need to improve about 200 basis points from
anticipated 2016 levels and 2017 revenue growth would need to reach
4% or higher.


RCS CAPITAL: 341 Meeting of Creditors Set for March 11
------------------------------------------------------
The meeting of creditors of RCS Capital Corp. and its affiliates is
set to be held on March 11, 2016, at 10:00 a.m., according to a
filing with the U.S. Bankruptcy Court for the District of
Delaware.

The meeting will be held at J. Caleb Boggs Federal Building, 844
King Street, in Wilmington, Delaware.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                       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: Disclosure Statement Hearing Set for March 16
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on March 16, 2016, at 10:30 a.m. (ET), to consider
approval of the disclosure statement explaining RCS Capital
Corporation, et al.'s Joint Plan of Reorganization.

The Plan classifies and treats claims as follows:

   * Class 1 - Priority Claims.  100% Recovery.  The Debtors
     estimate that there will be up to approximately $2 million of
     Allowed Priority Claims.

   * Class 2 - First Lien Claims.  90% to 100% Recovery.  The
     First Lien Claims as of the Petition Date will be Allowed in
     the aggregate amount of $556.0 million.

   * Class 3 - Second Lien Claims.  0% to 36% Recovery.  The
     Second Lien Claims will be Allowed in the aggregate amount of
     $153.2 million, with $50 million of the Allowed Claims to be
     treated as Secured Second Lien Claims and $103.2 million to
     be treated as Second Lien Deficiency Claims.

   * Class 4 - Other Secured Claims.  100% Recovery.  The Debtors
     estimate that Other Secured Claims will be de minimis.

   * Class 5 - General Unsecured Claims.  6% Recovery.  On the
     Effective Date, each holder of an Allowed General Unsecured
     Claim will be deemed to receive its Pro Rata share of Class A
     Units.

   * Class 6 - Convenience Claims.  100% Recovery.  Each holder of
     an Allowed Convenience Class Claim will receive payment in
     full in Cash from the Reorganized Debtors on or as soon as
     reasonably practicable after the Effective Date in an amount
     not to exceed $[_].

   * Class 7 - Subordinated Claims.  Each holder of a Subordinated
     Claim will receive no Distribution.

   * Class 8 - Intercompany Claims.  On the Effective Date, each
     Intercompany Claim will be reinstated or extinguished in the
     discretion of the Debtors.

   * Class 9 - Intercompany Interests.  On the Effective Date,
     each Class 9 Intercompany Interest will be Reinstated.

   * Class 10 - Holdings Equity Interests.  All Holdings Equity
     Interests in Class 10 will be deemed cancelled as of the
     Effective Date.

A blacklined version of the Disclosure Statement dated Feb. 9,
2016, is available at http://bankrupt.com/misc/RCSds0209.pdf

A full-text copy of the Disclosure Statement dated Feb. 5, 2016, is
available at http://bankrupt.com/misc/RCSds0205.pdf

Objections to the approval of the Disclosure Statement must be
filed on or before March 4.

The Debtors are represented by Robert S. Brady, Esq., Edmon L.
Morton, Esq., Robert F. Poppiti, Jr., Esq., and Ian J. Bambrick,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware; and Michael J. Sage, Esq., Shmuel Vasser, Esq., Stephen
M. Wolpert, Esq., and Andrew C. Harmeyer, Esq., at Dechert LLP, in
New York.

                       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: Gains First Chapter 11 OKs on $1.4BB Debt Rework
-------------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that broker-dealer
holding company RCS Capital Corp. cleared its first court
appearance in Delaware on a short-fused Chapter 11 rework of its
$1.4 billion in liabilities on Feb. 1, 2016, winning key interim
approvals but putting off until Feb. 5, the filing of its pivotal
bankruptcy disclosure statement.

U.S. Bankruptcy Judge Mary F. Walrath signed an order authorizing
late disclosure of the document that will detail the company's full
financial picture and plan after giving routine clearance for
payment of wages and taxes, ordinary expenses and related needs.

                        About RCS Capital

Headquartered in New York City 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 weres 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: Action Removal Period Extended to April 25
--------------------------------------------------------------
The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York extended Relativity Fashion, LLC, et
al.'s time to file notices of removal of civil actions and
proceedings in state and federal courts until the earlier of: (a)
the date on which the Court enters an order confirming a chapter 11
plan in the Debtors' Chapter 11 cases; or (b) that date that is 270
days after the Petition Date (or 90 days after Jan. 26, 2016), such
that the latest date on which the requested extension would lapse
would be April 25, 2016.

                         About Relativity

Relativity -- http://relativitymedia.com/-- is a next-generation  

global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music.  More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.

Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and The Fighter.

Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989).  The
case is assigned to Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in
New York.

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment
banker.  The team is led by Timothy Coleman, Senior Managing
Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice
President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano & Company,
Inc.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct. 21, 2015, completed its purchase of the assets of Relativity
Television.

After selling their TV business, the Debtors and CEO Ryan C.
Kavanaughfiled a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.  Jim Cantelupe, of Summit Trail
Advisors, LLC, has committed to work with the Debtors to raise up
to $100 million of new equity to fund the Plan.


RELATIVITY FASHION: Has Access to Cash Collateral Until Feb. 17
---------------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York, entered an Amended Stipulation and
Order submitted by Debtors Relativity Fashion, CIT Bank, N.A. and
the Directors Guild of America, Inc., et. al. ("Parties"),
authorizing the Debtors' use of Ultimates Cash Collateral until
Feb. 17, 2016.

The Debtors filed their motion for approval to use cash collateral
on Nov. 26, 2015.  The Parties conducted certain settlement
discussions and reached agreement on the consensual resolution of
the Cash Collateral, which provides for the consensual use of
Ultimates Cash Collateral pursuant to an agreed-upon budget through
Jan. 31, 2016.

The following disbursements were made from the Ultimates Cash
Collateral Account: (i) $17,040,000 to the Ultimates Agent, for the
benefit of itself and the Ultimates Lenders; (ii) $3,610,000 to an
account designated by counsel for the Guilds; and (iii) $1,741,000
in post-petition residuals to an account designed by counsel for
the Guilds.

The Debtors later sought an amendment of the Cash Collateral
Stipulation and Order that will provide for the consensual use of
Ultimates Cash Collateral through Feb. 17, 2016.  The Parties have
conducted certain settlement discussions and have reached agreement
on a consensual extension of the Cash Collateral Stipulation.

Pursuant to the Amended Stipulation and Order, Judge Wiles ordered,
among others, the following:

     (a) Immediately upon entry of the Amended Stipulation and
Order, $5,000,000 will be disbursed from the Ultimates Cash
Collateral Account as follows: $4,125,908 to the Ultimates Agent,
for the benefit of itself and the Ultimates Lenders, to be applied
in accordance with the Ultimates Credit Agreement; and $874,092 to
an account designated by counsel for the Guilds, in accordance with
the Guild Liens. To the extent necessary, the automatic stay is
hereby modified solely to permit (i) the Debtors to make, and the
Ultimates Agent and Guilds to receive and apply, these
disbursements and (ii) the disbursement by CIT of certain
post-petition residuals funds.

     (b) Immediately upon entry of the Stipulation and Order, CIT
shall disburse to an account designated by counsel for the Guilds
$1,060,848 currently being held at CIT in the Ultimates Cash
Collateral Account, which amount represents funds that have
accumulated for the period beginning Nov. 1, 2015 through the
period ending Dec. 31, 2015 and which have been set aside as
estimates of post-petition residuals; provided, however, that this
sum will not be distributed to Guild-represented employees until
the Debtors and Guilds are in agreement as to the amount and
allocation of this sum, or by order of the Court.

     (c) On the date ("Commencement Date") that is the latest to
occur of (i) entry of this Amended Stipulation and Order, (ii) the
payment of the sums set forth in paragraph (a) above and (iii) the
balance of cash in the Ultimates Cash Collateral Account reaching
an amount of no less than $12,000,000, and solely in accordance
with the budget, the Debtors are authorized to use Ultimates Cash
Collateral (or Guild Cash Collateral, as applicable), in an amount
not to exceed $13,018,000 for the period (the "Specified Period")
from the Commencement Date through the date which is the earliest
to occur of (a) Feb. 17, 2016; (b) the written agreement of the
Ultimates Agent, the Guilds, and the Debtors or (c) further order
of this Court.  

Relativity Fashion and its affiliated debtors are represented by:

          Richard L. Wynne, Esq.
          Bennett L. Spiegel, Esq.
          Lori Sinanyan, Esq.
          JONES DAY
          222 East 41st Street
          New York, NY 10017
          Telephone: (212)326-3939
          Facsimile: (212)755-7306
          E-mail: rlwynne@jonesday.com
                 blspiegel@jonesday.com
                 lsinanyan@jonesday.com

                 - and -

          Craig A. Wolfe, Esq.
          Malani J. Cademartori, Esq.
          Blanka K. Wolfe, Esq.
          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          30 Rockefeller Plaza
          New York, NY 10112
          Telephone: (212)653-8700
          Facsimile: (212)653-8701
          E-mail: cwolfe@sheppardmullin.com
                  mcademartori@sheppardmullin.com
                  bwolfe@sheppardmullin.com

CIT Bank, N.A., is represented by:

          Glenn E. Siegel, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          101 Park Avenue
          New York, NY 10178-0600
          Telephone: (212)309-6780
          Facsimile: (212)309-6001
          E-mail: glenn.siegal@morganlewis.com

                 - and -

          Julia Frost-Davies, Esq.
          Andrew J. Gallo, Esq.
          Amelia Clark Joiner, Esq.
          MORGAN, LEWIS & BOCKIUS LLP
          One Federal Street
          Boston, MA 02110-1726
          Telephone: (617)341-7700
          Facsimile: (617)341-7701
          Email: julia.frost-davies@morganlewis.com
                 andrew.gallo@morganlewis.com
                 amelia.joiner@morganlewis.com

The Guilds are represented by:

          Joseph A. Kohanski, Esq.
          David Ahdoot, Esq.
          BUSH GOTTLIEB
          Suite 800
          500 North Central Ave.
          Telephone: (818)973-3200
          E-mail: kohanski@bushgottlieb.com

RM Bidder LLC is represented by:

          Mark Shinderman, Esq.
          Haig M. Maghakian, Esq.
          MILBANK, TWEED, HADLEY &
          MCCLOY LLP
          601 S. Figueroa St., 30th Floor
          Los Angeles, CA 90017
          Telephone: (213)892-4000

                 - and -

          Dennis C. O'Donnell, Esq.
          MILBANK, TWEED, HADLEY &
          MCCLOY LLP
          28 Liberty Street
          New York, NY 10005
          Telephone: (212)530-5000

Heatherden Securities LLC and Manchester Securities Corp. are
represented by:

          Daniel S. Shamah, Esq.
          O'MELVENY & MYERS LLP
          7 Times Square
          New York, NY 10036
          Telephone: (212)326-2000

                 - and -

          Evan Jones, Esq.
          O'MELVENY & MYERS LLP
          400 South Hope Street
          18th Floor
          Los Angeles, CA 90071
          Telephone: (213)430-6000

                 - and -

          Keith H. Wofford, Esq.
          James A. Wright, III, Esq.
          ROPES & GRAY LLP
          1211 Avenue of the Americas
          New York, NY 10036-8704
          Telephone: (212)596-9000
          Facsimile: (212)596-9090

The Holders of $175 million of Cortland TLA/TLB Facility Debt are
represented by:

          Van C. Durrer, II, Esq.
          300 South Grand Avenue, Suite 3400
          Los Angeles, CA 90071
          Telephone: (213)687-5200
          Facsimile: (213)621-5200
          E-mail: van.durrer@skadden.com

The Official Committee of Unsecured Creditors is represented by:

          Frank A. Oswald, Esq.
          Brian F. Moore, Esq.
          TOGUT, SEGAL & SEGAL LLP
          One Penn Plaza
          Suite 3335
          New York, NY 10119
          Telephone: (212)594-5000

                     About Relativity Fashion

Relativity -- http://relativitymedia.com/-- is a next-generation  
global media company engaged in multiple aspects of content
production and distribution, including movies, television, sports,
digital and music.  More than just a collection of
entertainment-related businesses, Relativity is a content engine
with the ability to leverage each of these business units,
independently and together, to create content across all mediums,
giving consumers what they want, when they want it.

Relativity Studios, the Company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations.  Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless,
and
The Fighter.

Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989).  The
case is assigned to Judge Michael E. Wiles.

The Debtors are represented by Craig A. Wolfe, Esq., Malani J.
Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin
Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq.,
Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day,
in
New York.

Brian Kushner of FTI Consulting, Inc., serves as chief
restructuring officer and crisis and turnaround manager.  Luke
Schaeffer of FTI Consulting, Inc., serves as deputy CRO.

Blackstone Advisory Partners L.P. serves as the Debtors'
investment
banker.  The team is led by Timothy Coleman, Senior Managing
Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice
President, and Joseph Goldschmid, Associate.

The Debtors' noticing and claims agent is Donlin, Recano &
Company,
Inc.

                           *     *     *

An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on
Oct.
21, 2015, completed its purchase of the assets of Relativity
Television.

After selling their TV business, the Debtors and CEO Ryan C.
Kavanaugh filed a proposed plan of reorganization that will allow
the Debtors to reorganize their non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing.  Jim Cantelupe, of Summit Trail
Advisors, LLC, has committed to work with the Debtors to raise up
to $100 million of new equity to fund the Plan.


ROBERT SCHWARTZ: 6th Cir. Dismisses Liggett's Confirmation Appeal
-----------------------------------------------------------------
In an Opinion dated January 26, 2016, which is available at
http://is.gd/tDfb0Ffrom Leagle.com, the United States Court of
Appeals for the Sixth Circuit dismissed Pamela Liggett's appeal
from the confirmation order as moot in light of the court's finding
that Ms. Liggett's claim was impaired and the fact that Debtor
Robert L.Schwartz had already paid her the full face value of her
claim as required by the Chapter 11 plan.

The appeals cases are PAMELA LIGGETT, Appellant, v. ROBERT L.
SCHWARTZ, Appellee, Nos. 14-1433, 14-1435, 14-1436 (6th Cir.),
relating to In re: ROBERT L. SCHWARTZ, Debtor.


SANITARY AND IMPROVEMENT: In Ch.9 Due to Housing Market Downturn
----------------------------------------------------------------
Aleksandrs Rozens, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Sanitary and Improvement District No. 10
in Nebraska, a municipal entity formed to put in streets and
develop infrastructure in Washington County, Nebraska, was pushed
to bankruptcy as an indirect result of the housing market
downturn.

According to Mark J. LaPuzza of Pansing Hogan Ernst & Bachman LLP,
the Debtor's counsel, the municipal entity in Nebraska was counting
revenues from real estate taxes that would come from homes built
near the new infrastructure.  "with the housing market downturn,
these houses "didn't get off of the ground as quickly as we had
hoped," the Bloomberg report cited Mr. LaPuzza as saying.  The
entity has assets and liabilities of $1 million to $10 million and
listed 50 to 99 creditors
in its court filings.

The case is Sanitary and Improvement District No. 10, Case No.
16-80010 (Bankr. D. Neb.).


SANTA FE GOLD: Has Until March 23 to File Ch. 11 Plan
-----------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware extended Santa Fe Gold Corporation, et al.'s exclusive
plan filing period through and including March 23, 2016, and their
exclusive solicitation period through and including May 23, 2016.

According to Ian J. Bambrick, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, extending the Exclusive
Periods will facilitate an orderly and cost-effective process for
the benefit of all creditors by providing the Debtors with a
meaningful opportunity to build on the progress that has been made
in these Chapter 11 Cases without unnecessary interference from
non-debtor parties.

Termination of the Exclusive Periods, on the other hand, would give
rise to the threat of competing plans, resulting in increased
administrative expenses that would diminish the value of the
Debtors' estates to the detriment of creditors, Mr. Bambrick tells
the Court.  Termination of the Exclusive Periods could also
meaningfully delay, if not completely undermine, the Debtors'
ability to confirm any plan, Mr. Bambrick adds.

Moreover, extending the Exclusive Periods will not harm or
prejudice the Debtors' creditors or other parties in interest, Mr.
Bambrick assures the Court.

Robert S. Brady, Esq., Edmon L. Morton, Esq., and Kenneth J. Enos,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware, also represent the Debtors.

                       About Santa Fe Gold

Santa Fe Gold Corporation and three affiliated entities, a group of
mining and mineral exploration companies headquartered in
Lordsburg, New Mexico, filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Lead Case No. 15-11761) on Aug. 26, 2015, to pursue
an expedited sale of their assets in order to maximize value for
all stakeholders.

The case is pending before the Honorable Mary F. Walrath.  The
cases are being jointly administered for procedural purposes.  The
Debtor continues to operate its business and manage its properties
as a debtor-in-possession.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Canaccord Genuity Group Inc., as financial advisor; and
American Legal Claim Services, LLC, as notice, claims, and
solicitation agent.

Santa Fe Gold disclosed $19.1 million in assets and $29.9 million
in debt as of March 31, 2015.


SCC PARTNERS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SCC Partners Group, LLC
        680 Atchison Way, Suite 800
        Castle Rock, CO 80109

Case No.: 16-11003

Chapter 11 Petition Date: February 9, 2016

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

Judge: Hon. Michael E. Romero

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  BUECHLER LAW OFFICE, L.L.C.
                  1621 18th St., Ste. 260
                  Denver, CO 80202
                  Tel: (720)-381-0045
                  Fax: (720)-381-0392
                  Email: ken@kjblawoffice.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Steven H. Miller, manager.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob16-11003.pdf


SEABOARD REALTY: Affiliates Join in Chapter 11 Filing
-----------------------------------------------------
BankruptcyData reported that privately-held Newbury Common Member
Associates and eight affiliated debtors filed for Chapter 11
protection with the U.S. Bankruptcy Court in the District of
Delaware, Case Number 16-10320.  The Company, which owns commercial
real estate, is represented by Robert S. Brady of Young Conaway
Stargatt & Taylor.  The filings are related to the December 2015
bankruptcy of Seaboard Realty and 14 affiliated debtors, and the
current bankruptcies are seeking joint administration with the
December 2015 proceedings under Lead Case No. 15-12508.  Newbury
Common Member Associates' Chapter 11 petition indicates total
assets greater than $100 million.

                      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.


SIDEWINDER DRILLING: S&P Lowers CCR to 'CC', Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based Sidewinder Drilling Inc. to 'CC'
from 'CCC+'.  The outlook is negative.

S&P also lowered the issue-level rating on the company's senior
unsecured notes due November 2019 to 'CC' from 'CCC+'.  The
recovery rating remains '4', indicating S&P's expectation of
average (lower end of the 30%-50% range) recovery in the event of
default.

"The downgrade follows Sidewinder's announcement that it had made a
private debt exchange offer to some holders of its $250 million
senior unsecured notes for a new secured second-lien notes due
2019," said Standard & Poor's credit analyst Christine Besset.

The company was offering the exchange at 82.5% of par value.  The
company has discontinued negotiations with certain noteholders, and
continues to negotiate the terms of a potential transaction with
others.  No agreement has been reached with respect to a
transaction nor can there be any assurance that an agreement will
be reached.

S&P views such a transaction as a distressed exchange because
investors would receive less than what was promised on the original
securities.  Additionally, S&P views the offer as distressed,
rather than purely opportunistic, given the currently depressed
market conditions and our assessment of weak liquidity.

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

S&P could raise the ratings if the transaction does not close.  Any
upgrade is likely to be limited by one notch, however, as S&P
envisions specific defaults scenario within the next six months
barring any liquidity-enhancing transaction.


SOLERA HOLDINGS: S&P Lowers CCR to 'B', Off CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Westlake, Texas-based Solera Holdings
Inc. to 'B' from 'BB-' and removed the rating from CreditWatch,
where S&P placed it with negative implications on Aug. 24, 2015,
due to the company's announcement of a strategic review.  The
outlook is negative.

At the same time, S&P is assigning its 'B' issue-level rating and
'3' recovery rating to the company's secured debt, consisting of an
undrawn $300 million revolver and $1.9 billion secured term loan B.
The '3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; upper half of range) of principal in the event
of a payment default.

S&P is also assigning its 'B-' issue-level rating and '5' recovery
rating to the company's unsecured debt, consisting of $2.03 billion
of unsecured notes.  The '5' recovery rating indicates S&P's
expectation for a modest recovery (10%-30%; lower half of the
range) of principal in the event of a payment default.

The 'BB-' issue level ratings on the company's notes will remain on
CreditWatch with negative implications until the close of the
proposed financing, at which point S&P expects to withdraw them.

"Our downgrade of Solera reflects the significant increase in the
company's adjusted leverage following its sale to Vista Equity
Partners," said Standard & Poor's credit analyst Peter Bourdon.

The negative outlook reflects the high leverage of the company at
the 'B' rating level, even when S&P excludes the preferred equity,
which could threaten meaningful deleveraging prospects over the
coming year.


SOTHEBY'S: S&P Lowers CCR to 'BB-' on More Aggressive Fin'l. Policy
-------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sotheby's to 'BB-' from 'BB'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured notes to 'B+' from 'BB-'.  The '5'
recovery rating remains unchanged, indicating S&P's expectation for
modest recovery in the event of a payment default at the lower end
of the 10% to 30% range.

"The downgrade follows Sotheby's guidance for flat full-year
earnings compared with the prior year.  It also reflects a revised
financial risk profile given eroding credit metrics, partly sparked
by cyclical factors but also by strategic emphasis on financial
services," said credit analyst Diya Iyer.  "We don't see any
worsening of Sotheby's business risk profile, reflecting its
continued strong market position in what is essentially a duopoly
market with Christie's (not rated).  Adjusted leverage was in the
high 3x range in the past 12 months through the third quarter of
2015, beyond our expectations for below 3x in 2015, and we believe
there will be continued pressure in 2016 given the weak start to
art market sales this year.  Sales for Sotheby's and Christie's
were down 45% in London this month according to public reports for
instance, after a record setting sale of an Amedeo Modigliani piece
late last year that could have signaled a market top."

The stable rating outlook on Sotheby's reflects S&P's view that
leverage will remain under 4x in the near term given the company's
efforts to increase contemporary art focus to enhance free
operating cash flow in 2016.  Although Sotheby's increased its
buyer premiums earlier last year to mitigate the erosion of auction
commission margins and lock in high value consignments, S&P sees
continued pressure from competitors including Christie's through
2016.  S&P also notes activist investor representatives continue to
hold board seats and will look for management stability after chief
executive, chief operating and chief financial officer turnover
since the beginning of 2015.

S&P could lower the rating if key drivers including art auction
sales and net auction commission fall below S&P's expectations
because of a sharp decline in demand for art or market share such
that forecast EBITDA declines by more than 25%.  This would result
in leverage increasing toward the mid-4x area.  S&P could also
lower the rating should the company shift its financial policy even
further, for instance increasing debt to fund shareholder returns.

Although unlikely given current operating trends, S&P would
consider a higher rating should Sotheby's grow earnings beyond its
expectations through further cost cutting, acquisitions and
profitable auction sales, resulting in leverage approaching 3x or
below.  S&P would also consider a higher rating should the company
adjust its financial policy to reduce balance sheet debt via its
agency or finance revolver usage, instead directing capital to
business reinvestment rather than elevated fixed charges.


SOUTHERN INYO: In Bankruptcy Due to Decline in Reimbursements
-------------------------------------------------------------
Aleksandrs Rozens, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that Southern Inyo Healthcare District in
California, which filed its Chapter 9 petition on Jan. 4, was
forced into bankruptcy because of increased expenses and a decline
in reimbursements.

According to the report, Southern Inyo, founded in July 1949, has
four acute care beds and thirty-three skilled nursing beds.  The
Debtor listed assets and liabilities of $1 million to $10 million
and has between one and 49 creditors, the Bloomberg report said,
citing court documents.  Judge Frederick E. Clement is overseeing
the case.  Baker & Hostetler LLP is the Debtor's counsel.

The case is Southern Inyo Healthcare District, Case No. 16-10015
(Bankr. E.D. Cal.).


SPENDSMART NETWORKS: Closes Offer to Amend Outstanding Warrants
---------------------------------------------------------------
SpendSmart Networks, Inc., disclosed in a Form 8-K report filed
with the Securities and Exchange Commission that it consummated its
offer to amend certain of its outstanding warrants to purchase an
aggregate of 21,634,695 shares of common stock, including:

  (i) outstanding warrants to purchase an aggregate of 17,918,675
      shares of the Company's common stock issued to investors who
      participated in the Company's private placement financing
      closed on Feb. 11, 2014, Feb. 21, 2014, March 6, 2014, and
      March 14, 2014, of which 16,289,704 are exercisable at an
      exercise price of $1.10 per share, as well as warrants
      issued to the placement agent in connection with such
      financing and 1,628,971 are exercisable at an exercise price
      of $1.27 per share;

(ii) outstanding warrants to purchase an aggregate of 1,711,106
      shares of the Company's common stock issued to investors who
      participated in the Company's private placement financings
      closed on Nov. 30, 2012, July 19, 2012, June 20, 2012,
      May 24, 2012, and March 31, 2012, as well as warrants issued
      to the placement agent in connection with such financings,
      of which 1,417,799 are exercisable at an exercise price of
      $7.50 per share and 244,640 are exercisable at an exercise
      price of $9.00 per share and 48,667 are exercisable at an
      exercise price of $12.00 per share;

(iii) outstanding warrants to purchase an aggregate of 1,569,935
      shares of the Company's common stock issued to investors who
      participated in the Company's private placement financing
      completed on Jan. 19, 2011, May 20, 2011, Oct. 21, 2011, and
      Nov. 21, 2011, as well as warrants issued to the placement
      agent in connection with such financing of which 1,083,333
      are exercisable at an exercise price of $6.00 per share,
      250,001 are exercisable at an exercise price of $7.50 per
      share and 236,601 are exercisable at an exercise price of
      $9.00 per share; and

(iv) outstanding warrants to purchase an aggregate of 434,979
      shares of the Company's common stock issued to investors who
      participated in the Company's private placement financings
      closed on Nov. 16, 2010, of which 125,000 are exercisable at
      an exercise price of $6.00 per share 222,479 are exercisable
      at an exercise price of $9.00 per share and 87,500 are
      exercisable at an exercise price of $7.50 per share.

The Offer to Amend and Exercise expired at 5:00 p.m. Eastern Time
on Feb. 5, 2016.  Pursuant to the Offer to Amend and Exercise, an
aggregate of 16,172,144 Original Warrants were tendered by their
holders and were amended and exercised in connection therewith for
an aggregate exercise price of approximately $2,425,822 following
the amendment and exercise of the 16,172,144 Original Warrants, the
Company had 38,271,281 shares of common stock issued and
outstanding.

                     About SpendSmart Networks

SpendSmart Networks, Inc., provides proprietary loyalty systems
and a suite of digital engagement and marketing services that help
local merchants build relationships with consumers and drive
revenues.  These services are implemented and supported by a vast
network of certified digital marketing specialists, aka "Certified
Masterminds," who drive revenue and consumer relationships for
merchants via loyalty programs, mobile marketing, mobile commerce
and financial tools, such as prepaid card and reward systems.  We
enter into licensing agreements for our proprietary loyalty
marketing solution with "Certified Masterminds" which sell and
support the technology in their respective markets.  The Company's
products aim to make Consumers' dollars go further when they spend
it with merchants in the SpendSmart network of merchants, as they
receive exclusive deals, earn rewards and ultimately build a
connection with their favorite merchants.

SpendSmart Networks incurred a net loss of $12.2 million on $4.03
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $14.09 million on $0 of total revenues
for the year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $8.52 million in total
assets, $4.48 million in total liabilities and $4.04 million in
total stockholders' equity.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has recurring net
losses since inception and has yet to establish a profitable
operation.  These factors among others raise substantial doubt
about the ability of the Company to continue as a going concern.


STAR COMPUTER: Committee's Challenge Period Extended Through May 25
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Star Computer
Group, Inc.'s case sought and obtained from Judge A. Jay Cristol of
the U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, an order granting an extension through May 25,
2016, of the Committee's "challenge period", as set forth in the
Court's Final Cash Collateral Order.

In seeking the extension, the Committee said that after reviewing
the facts and legal issues implicated by the case and informal
exchanges of information with the Debtor and BankUnited, the
Committee and the Debtor have agreed not to challenge the validity,
enforceability, perfection of and first priority of BankUnited's
liens.

The Creditors Committee related that it had agreed with BankUnited
to an extension of the Challenge Period for a period of 120 days,
through and including May 25, 2016, in order to determine the
appropriateness of the assertion of any defenses, affirmative
claims or counterclaims with respect to BankUnited's Prepetition
Claim or the assertion of any Chapter 5 avoidance claims or other
claims seeking affirmative relief, to the extent such defenses,
claims or counterclaims do not involve any challenge to the
validity, enforceability, perfection of or first priority of
BankUnited's liens.

The Committee's motion was filed with the consent of the Debtor and
BankUnited.

The Official Committee of Unsecured Creditors is represented by:

          Patricia A. Redmond, Esq.
          STEARNS WEAVER MILLER WEISSLER
          ALHADEFF & SITTERSON, P.A.
          Museum Tower, Suite 2200
          150 West Flagler Street
          Miami, FL 33130
          Telephone: (305)789-3200
          Facsimile: (305)789-3395
          E-mail: predmond@stearnsweaver.com

                    About Star Computer Group

Star Computer Group, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015.  The
petition was signed by James S. Howard as chief restructuring
officer.

The Debtor listed assets of $22.7 million and liabilities of $68.3
million.

Founded in 1994 with its office located at 2175 N.W. 115 Avenue,
Miami, FL 33172, the Company was engaged in the business of
supplying wholesale computers, smart phones, and related equipment
and software to dealers and wholesales in Latin America.  The
Company is jointly owned by Henry Waissmann (54%) and Henry
Aguilar
(46%).

The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as
bankruptcy counsel, GlassRatner as financial advisor, Fuerst
Ittleman David & Joseph PL as special tax counsel, and Cherry
Bekaert, LLP as accountants.

Judge Jay Cristol is assigned to the case.


STAR COMPUTER: Mercantil Withdraws Stay Relief Motion
-----------------------------------------------------
Mercantil Commerce Bank N.A. withdrew its motion seeking relief
from the automatic stay from the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, in the Chapter 11
case of Star Computer Group, Inc.

Mercantil is a secured creditor, holding a security interest in
debtor Star Computer Group's real property located in Miami-Dade
County, Florida, by virtue of a Mortgage and Security Agreement,
which secures a Promissory Note in the amount of $3,400,000.

Mercantil contended that the Debtor is indebted to it in the total
outstanding amount of $3,095,544.  Mercantil further contended that
its security interest in the subject property is being
significantly jeopardized by the Debtor's failure to make regular
payments under its loan.

Mercantil later withdrew its motion stating that it did not wish to
prosecute the Motion at the time.

Mercantil Commercebank N.A. is represented by:

          Caridad M. Garrido, Esq.
          GARRIDO & RUNDQUIST, P.A.
          2100 Ponce De Leon Blvd., Suite 940
          Coral Gables, FL 33134
          Telephone: (305)447-0019
          Facsimile: (305)447-0018
          E-mail: cary@garridorundquist.com

                    About Star Computer Group

Star Computer Group, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015.  The
petition was signed by James S. Howard as chief restructuring
officer.

The Debtor listed assets of $22.7 million and liabilities of $68.3
million.

Founded in 1994 with its office located at 2175 N.W. 115 Avenue,
Miami, FL 33172, the Company was engaged in the business of
supplying wholesale computers, smart phones, and related equipment
and software to dealers and wholesales in Latin America.  The
Company is jointly owned by Henry Waissmann (54%) and Henry
Aguilar
(46%).

The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as
bankruptcy counsel, GlassRatner as financial advisor, Fuerst
Ittleman David & Joseph PL as special tax counsel, and Cherry
Bekaert, LLP as accountants.

Judge Jay Cristol is assigned to the case.


STELLAR BIOTECHNOLOGIES: Incurs $1.62M Net Loss in Fiscal Q1
------------------------------------------------------------
Stellar Biotechnologies, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.62 million on $488,160 of revenues for the three
months ended Dec. 31, 2015, compared to a net loss of $1.34 million
on $212,661 of revenues for the same period in 2014.

As of Dec. 31, 2015, the Company had $10.35 million in total
assets, $723,675 in total liabilities and $9.63 million in total
shareholders' equity.

"We are pleased to report good momentum heading into 2016, with
what we believe are positive indicators for our core KLH business,"
said Frank Oakes, president, chief executive officer, and chairman
of Stellar Biotechnologies, Inc.  "We are focusing on continuing to
increase sales revenue, and we are working to expand our commercial
and clinical opportunities with new collaborations such as the
recently proposed joint venture with Neovacs in France."

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

                         http://is.gd/oP9cao

                            About Stellar

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

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

Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.  Stellar Biotechnologies reported a net
loss of $2.84 million on $758,689 of revenues for the year ended
Sept. 30, 2015.


SURGERY PARTNERS: S&P Assigns 'B' CCR Then Withdraws Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Surgery Partners Inc.  The outlook is stable.
Concurrently, S&P withdrew the 'B' corporate credit rating on
Surgery Center Holdings Inc.  Surgery Partners is the parent entity
which issues the financial statements.

At the same time, S&P affirmed its 'B' rating on the $150 million
revolving credit facility and $870 million (outstanding) first-lien
term loan.  The debt is issued by Surgery Center Holdings Inc.  The
recovery rating on this debt is '3', indicating S&P's expectations
of meaningful (50% to 70%; at the upper end of the range) recovery
of principal in the event of a default.

S&P also affirmed its 'CCC+' rating on the $490 million second-lien
term loan.  The recovery rating remains '6', indicating S&P's
expectations of negligible recovery (0% to 10%) in the event of
default.  The debt is issued by Surgery Center Holdings Inc.  While
there is no guarantee from the parent to the subsidiary, S&P
considers Surgery Center to be a core subsidiary of Surgery
Partners, given the similar name and business focus, and the
meaningful earnings contribution from Surgery Partners to its
parent.

"High merger and integration costs related to the 2014 Symbion
acquisition, the delayed start to the company realizing synergies
from the transaction, as well as a slow start for acquisitions in
2015 has caused recent results to lag our previous expectations,"
said Standard & Poor's credit analyst Matthew O'Neill.  "We have
revised our forecast to account for lower expectations for margins
based on lower revenues and higher expenses than we previously
expected.  We expect revenues to grow at 9%, lower than our earlier
forecast of 11%, mostly due to delayed acquisitions.  We are
expecting organic growth of 4.5% to 5%, in line with the industry,
supplemented by $40 million of acquisitions.  We expect adjusted
EBITDA margin to be about 17% to 18% over the next few years, which
is down from previous expectations, but up from 2015 levels of
about 16.5%. Our base forecast shows slightly positive
discretionary cash flow in 2016, which we expect to improve over
the next few years".

Surgery Partners operates in a narrowly focused, fragmented, and
competitive business that is subject to ongoing reimbursement
pressure.  These factors dominate S&P's view of the company's
business risk even though reimbursement risk is somewhat mitigated
because outpatient surgery centers provide services at a lower cost
than hospitals.  No operator has more than 5% of the market.
Competition is often local and the company competes with hospitals,
outpatient facilities, and physician practices for some of the
procedures it performs.

The outlook on Surgery Partners is stable, reflecting S&P's
expectation for stable reimbursement, some organic revenue growth,
margin expansion as a result of cost reductions, and moderate
discretionary cash flow in 2016.  However, S&P has seen margins
continue to erode post acquisition, leaving very little cushion for
underperformance relative to our forecast.

If the company fails to improve its margins as S&P projects, it
could lower the ratings.  This could occur if cost-cutting
initiatives fail to produce savings of about 200 basis points in
margin improvement, or if revenue declined by at least a
low-single-digit rate because of increasing competition or
reimbursement pressure.  In this scenario, S&P thinks discretionary
cash flow is negligible, the second consecutive year that Surgery
has not produced cash flow.

An upgrade is very unlikely given the company's high leverage and
would require the company to establish a more conservative
financial policy such that it could sustain leverage below 5x.  S&P
estimates that this would require the company to reduce debt by
more than $450 million.


SWIFT ENERGY: Ch. 11 Plan Goes to March 30 Confirmation Hearing
---------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware on Feb. 5, 2016, approved the disclosure statement
explaining Swift Energy Company, et al.'s Joint Plan of
Reorganization and scheduled the confirmation hearing for March 30,
2016, at 10:30 a.m., prevailing Eastern Time.

On Dec. 31, 2015, an ad hoc committee of holders representing more
than 50% of the Senior Notes and the Debtors finalized an agreement
on the terms of a restructuring as set forth in the restructuring
support agreement.  In accordance with the RSA, the Debtors and the
Noteholder Committee have agreed on a Chapter 11 plan of
reorganization that, among other things, exchanges the
approximately $905.1 million outstanding on account of Senior Notes
obligations for 96% of the common equity in the Reorganized
Debtors, cancels existing equity and gives current shareholders 4%
of the common equity in the Reorganized Debtors and certain
warrants, and pays in full, reinstates, or provides for other
treatment (subject to pending negotiations) for all other secured
or unsecured debt of the Debtors.  Under the RSA, the Debtors and
the Noteholders agreed, among other things, to support the Plan,
vote their claims on account of the Senior Notes in support of the
Plan, and abide by certain milestones regarding the Plan and
administration of these Chapter 11 cases.

The only Classes entitled to vote on the Plan are Classes 4A, 4B,
4E and 4F (Senior Notes and Rejection Claims).

Objections, if any, to confirmation of the Plan must be submitted
no later than March 23.

Prior to the disclosure statement hearing, the Official Committee
of Unsecured Creditors reserved its rights to object to the
approval of the Disclosure Statement, complaining that it lacks the
necessary information it needs to assess the adequacy of the
information contained in the Disclosure Statement in its current
form.

JPMorgan Chase Bank, N.A., in its capacity as administrative agent
for the RBL Facility, also filed a reservation of rights to object
to the approval of the Disclosure Statement, contending that while
the Disclosure Statement accurately refers to "extensive good-faith
discussions between the Ad Hoc Group of Senior Noteholders, the
Debtors, the RBL Agent and RBL Lenders with respect to the
treatment of the RBL Facility and the Debtors' exit financing," the
treatment of the RBL Secured Claims remains undetermined as of the
date hereof.  JPMorgan said the parties are continuing to negotiate
the treatment of the RBL Secured Claims and a possible RBL exit
financing. Accordingly, the RBL Agent reserves all
rights of the RBL Lenders and itself with respect to the proposed
Plan and the treatment of the RBL Secured Claims including but not
limited to the right to object to the confirmation of the Plan.

A blacklined version of the Solicitation Plan dated Feb. 5, 2016,
is available at http://bankrupt.com/misc/SWIFTds0205.pdf

The Debtors are represented by Daniel J. DeFranceschi, Esq.,
Zachary I. Shapiro, Esq., and Brendan J. Schlauch, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware; and
Gregory M. Gordon, Esq., at Jones Day, in Dallas, Texas; and Thomas
A. Howley, Esq., and Paul M. Green, Esq., at Jones Day, in Houston,
Texas.

The Committee is represented by:

         Kurt F. Gwynne, Esq.
         Emily K. Devan, Esq.
         REED SMITH LLP
         1201 Market St., Suite 1500
         Wilmington, DE 19801
         Tel: (302) 778-7500
         Fax: (302) 778-7575
         E-mail: kgwynne@reedsmith.com
                 edevan@reedsmith.com

            -- and --

         Michael S. Stamer, Esq.
         AKIN GUMP STRAUSS HAUER&FELD LLP
         One Bryant Park
         New York, NY 10036-6745
         Tel: (212) 872-1000
         Fax: (212) 872-1002
         E-mail: mstamer@akingump.com

            -- and --

         Sarah Link Schultz, Esq.
         AKIN GUMP STRAUSS HAUER&FELD LLP
         1700 Pacific Ave., Suite 4100
         Dallas, TX 75201-4624
         Tel: (214) 969-2800
         Fax: (214) 969-4343
         E-mail: sschultz@akingump.com

            -- and --

         Joanna F. Newdeck, Esq.
         AKIN GUMP STRAUSS HAUER&FELD LLP
         1333 New Hampshire Ave., N.W.
         Washington, D.C. 20036-1564
         Tel: (202) 887-4000
         Fax: (202) 887-4288
         E-mail: jnewdeck@akingump.com

JPMorgan is represented by:

         Jeffrey M. Schlerf, Esq.
         L. John Bird, Esq.
         FOX ROTHSCHILD LLP
         919 North Market Street, Suite 300
         Wilmington, DE 19899
         Tel: (302) 654-7444
         Fax: (302) 656-8920
         E-mail: jschlerf@foxrothschild.com
                 lbird@foxrothschild.com

            -- and --

         William T. Russell, Jr., Esq.
         Elisha D. Graff, Esq.
         Kathrine A. McLendon, Esq.
         SIMPSON THACHER & BARTLETT LLP
         425 Lexington Avenue
         New York, NY 10017-3954
         Tel: (212) 455-2000
         Fax: (212) 455-2502
         E-mail: wrussell@stblaw.com
                 egraff@stblaw.com
                 kmclendon@stblaw.com

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of
reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith
LLP
represents the committee.


SWIFT ENERGY: To Seek Approval of Debt-for-Equity Plan on March 30
------------------------------------------------------------------
Judge Mary F. Walrath on Feb. 5, 2016, approved the disclosure
statement explaining Swift Energy Company, et al.'s pre-negotiated
bankruptcy-exit plan that converts $905.1 million of debt to
equity.

Judge Walrath ordered that:

   * On or before Feb. 24, 2016, the Debtor will commence service
     of solicitation packages by regular U.S. mail solely on
     (a) holders of claims in the classes entitled to vote on
     the Plan, excluding holders of rejection claims, (b) the
     U.S. Trustee, and (c) the Federal Government;

   * The Debtors will commence service of solicitation packages
     by overnight mail on holders of rejection claims entitled
     to vote to accept or reject the Plan no later than March 10,
     2016; provided, however, that the Debtors will commence
     service of the confirmation hearing notice on potential
     holders of rejection claims by no later than Feb. 24, 2016.

   * The Debtors will publish the Confirmation Hearing Notice
     no later than March 4, 2016, in the Houston Chronicle and in
     the national edition of USA Today.

   * The Debtors will serve the Confirmation Hearing Notice by
     regular U.S. mail on all creditors and equity holders.

   * Feb. 19 is the record date for all holders of claims in
     classes entitled to vote to accept or reject the Plan except
     holders of rejection claims (the "General Record Date").

   * The record date for holders of rejection claims will be
     March 9, 2016.

   * To be counted as votes to accept or reject the Pan, all
     ballots must be delivered to KCC as the Debtors voting agent
     so as to be received by KCC no later than 5:00 p.m.
     prevailing Eastern Time, on March 23, 2016 for holders of
     all claims entitled to vote other than rejection claims, and
     no later than 5:00 p.m. Eastern Time, on March 25, 2016 for
     holders of rejection claims entitled to vote.

   * KCC will file the tabulation affidavit not later than 5:00
     p.m. prevailing Eastern Time, on March 25, 2016, and will
     file any supplemental tabulation affidavit required with
     respect to rejection claims by no later than March 28, 2016.

   * Objections, if any, to confirmation of the Plan must be
     filed no later than 4:000 p.m. (prevailing Eastern Time) on
     March 23, 2016.

   * The Debtors will be permitted to file a brief in support of
     plan confirmation and reply to any objection by no later
     than 5:00 p.m., prevailing ET, on March 28, 2016.

   * The confirmation hearing will be held before the Bankruptcy
     Court on March 30, 2016, at 10:30 a.m., prevailing Eastern
     Time.

                        The Chapter 11 Plan

The Debtors have filed a Plan of Reorganization that contemplates
the conversion of approximately $905.1 million outstanding on
account of senior notes obligations into 96% of the common equity
in the Reorganized Debtors, and the cancellation of existing equity
in exchange for current shareholders getting 4% of the common
equity in the Reorganized Debtors and certain warrants.

On Dec. 31, 2015, an ad hoc committee of holders representing more
than 50% of the Senior Notes and the Debtors finalized an agreement
on the terms of a restructuring as set forth in the restructuring
support agreement.  

The Plan pays in full, reinstates, or provides for other treatment
(subject to pending negotiations) for all other secured or
unsecured debt of the Debtors.  

The only Classes entitled to vote on the Plan are Classes 4A, 4B,
4E and 4F (Senior Notes and Rejection Claims).

In full satisfaction of the Allowed Senior Notes Claims and the
Allowed Rejection Claims, on or as soon as practicable after the
Effective Date, unless otherwise agreed by the holder of an Allowed
Senior Note Claim or holder of an Allowed Rejection Claim, as
applicable, and the applicable Debtor or Reorganized Debtor, each
holder of an Allowed Senior Note Claim or holder of an Allowed
Rejection Claim will receive its Pro Rata share of the Senior Notes
and Rejection Distribution.

On the Effective Date, Stock Interests of Swift will be cancelled
and discharged and will be of no further force or effect, whether
surrendered for cancellation or otherwise.  On or as soon as
practicable after the Effective Date, holders of Stock Interests of
Swift shall receive, in exchange for the surrender or cancellation
of their Interests and for the releases by such holders of the
Released Parties, their Pro Rata share of (a) the Shareholder
Equity Distribution and (b) the Warrants; provided, however, that
any holder of a Stock Interest of Swift that opts not to grant the
voluntary releases contained in Section IV.I.3.b of the Plan shall
not be entitled to receive its Pro Rata share of the Shareholder
Equity Distribution and Warrants and shall not receive any
consideration in exchange for the surrender or cancellation of its
Interests or any Distribution whatsoever under the Plan; and
provided, further, that, notwithstanding Section VI.E. of the Plan,
the Debtors may provide any holder of a Stock Interest of Swift
that would otherwise be entitled to receive a Distribution of less
than one share of the New Swift Common Stock with a Distribution of
one share of New Swift Common Stock;
provided, however, in no event shall such Distribution alter the
respective percentages of the outstanding New Swift Common Stock
allocated to any Class or Claim holder.

A copy of the Plan is available for free at:

         http://bankrupt.com/misc/15_SWIFT_Plan.pdf

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration,
development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of
reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and
noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith
LLP
represents the committee.


TARGA PIPELINE: S&P Lowers CCR to 'BB-', Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit and
senior unsecured debt ratings on Targa Pipeline Partners L.P. to
'BB-' from 'BB+'.  The outlook is negative.  The recovery rating on
the senior unsecured debt is revised to '4' from '3', indicating
expectations for average (30% to 50%; at the lower end of the
range) recovery in the event of default.

S&P views Targa Pipeline Partners L.P. as a core subsidiary of
Targa Resources Partners (TRP) and therefore equalize the ratings.

"The recent ratings action on TRP reflect our view that the pro
forma company (Targa) continues to face tough business conditions,
owing to low hydrocarbon prices and challenging capital market
access that will cause its financial leverage to rise above our
previous expectations," said Standard & Poor's credit analyst Nora
Pickens.  "We recently lowered our price assumptions for crude oil
and natural gas, and now expect Targa's consolidated debt to EBITDA
ratio will be nearly 6.0x and dividend coverage of slightly under
1.0x through 2017.  Volume risk across the partnership's operating
platform is a key credit issue and continues to exact pressure on
the rating.  Margins are somewhat protected by Targa's 75%
fee-based contract structure, but lower throughput volumes will
result in reduced cash flow since its contracts enjoy only partial
downside protections.  We recognize that the partnership has a
strong competitive position in attractive basins, including the
Permian and Eagle Ford.  In our view, this positioning somewhat
insulates the partnership from more material volume declines
relative to some peers".

The negative outlook on Targa Pipeline Partners is in line with
that of parent Targa Resources Partners.  The negative rating
outlook on TRP reflects S&P's view that the partnership will
continue to face challenging market conditions, resulting in
consolidated debt to EBITDA of nearly 6.0x and a weak distribution
coverage ratio of 0.9x to 1.0x in 2016.

S&P could lower the rating if industry fundamentals weaken further,
leading to tight liquidity or causing S&P to further revise its
forecast downward, such that expected consolidated debt to EBITDA
remains above 6.0x or dividend coverage below 1x for an extended
period.

S&P could revise the outlook to stable if it expects that TRP will
consistently maintain consolidated financial leverage below 5.5x
and distribution coverage comfortably above 1x.


TAYLOR-WHARTON INT'L: Lists $14.5MM in Assets, $48MM in Liabilities
-------------------------------------------------------------------
Taylor-Wharton International LLC filed with the U.S. Bankruptcy
Court for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $14,463,438
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $45,209,336
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $2,769,587
                                 -----------      -----------
        Total                    $14,463,438      $47,978,923

A copy of the schedules is available for free at
http://bankrupt.com/misc/Taylor-Wharton_238_Nov18_SAL.pdf

                       About Taylor-Wharton

Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed
Lead Case No. 15-12075) on Oct. 7, 2015.  The petition was signed
by Thomas Doherty as chief restructuring officer.

Cryogenics is a leading designer, engineer and manufacturer of
cryogenic equipment designed to transport and store liquefied
atmospheric and hydrocarbon gases.  Cryogenics has a single United
States operation in Theodore, Alabama.  Cryogenics is the direct
or indirect parent of several foreign non-debtor subsidiaries
which have manufacturing operations in China, Malaysia, Slovakia,
and warehousing operations in Germany and Australia.

The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Argus Management Corporation as interim management
services provider, Stifel, Nicolaus & Company, Incorporated and
Miller Buckfire & Company LLC as investment banker and Logan &
Company, Inc., as noticing and claims agent.

The Debtors estimated both assets and liabilities of $100 million
to $500 million.  O'Neal Steel Inc. is listed as the largest
unsecured creditor holding a trade claim of $788,815.

Judge Brendan Linehan Shannon is assigned to the case.


TGHI INC: Files for Bankruptcy Protection to Wind Down Operations
-----------------------------------------------------------------
TGHI, Inc. ("Holdings") and Parent THI, Inc. ("Parent") filed
petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 16-10300 and 16-10301, respectively) on Feb. 9, 2016, to
effectuate a wind down and dissolution of their estates in
accordance with a "Transaction Support Agreement" and a subsequent
"Collateral Agent Stock Turnover".

The Debtors were the former direct or indirect holding companies of
Targus Group International, Inc. and its operating subsidiaries --
which are now unaffiliated with the Debtors and are not "Debtors"
in the Chapter 11 cases -- and were a global supplier of carrying
cases and accessory products for the mobile lifestyle.

Christopher Layden, president of the Debtors, said in a declaration
filed with the Court that the declines in laptops sales since 2012
had resulted in the declines in revenues which affected TGII's
financial performance.  According to Mr. Layden,  this, in turn,
impacted the Debtors' ability to satisfy their secured and
unsecured debt obligations.  Mr. Layden maintained that by the
first half of 2014, declines in the Formerly Owned Operating
Businesses' financial results jeopardized continued compliance with
leverage and revenue covenants under the ABL Facility and the
Prepetition $185 million facility.

On May 21, 2015, the Debtors entered into a Global Forbearance and
Transaction Support Agreement pursuant to which they began a
process for achieving a sale or financing transaction for their
former primary operating subsidiary, TGII, that would satisfy their
obligations to their secured lenders or, alternatively, transfer
ownership of TGII at the direction of the Prepetition $185 million
Facility Lenders.  Pursuant to the Transaction Support Agreement,
Holdings agreed to place the common stock of TGII into escrow in
exchange for soliciting offers for a sale or refinancing
transaction with a third-party prior to the end of the Forbearance
and Marketing Period of Oct. 20, 2015 ("Outside Date").

The Debtors' restructuring advisor PJT Partners L.P. (formerly
known as Blackstone Advisory Partners, L.P.) conducted a marketing
process where they contacted approximately 80 parties to sign
nondisclosure agreements.  Two parties submitted final bids which
were well below the values of the secured debt.  Mr. Layden related
that the results of the marketing process established that the
value of the Formerly Owned Operating Businesses fell well below
the secured debt obligations of those entities.  The marketing
process also established that Holdings had no equity value in TGII
(and, in turn, that Parent had no equity value in Holdings).

In order to facilitate a more orderly stock turnover, the Outside
Date was extended from Oct. 20, 2015, through Oct. 30, 2015.  Upon
the eventual occurrence of the Outside Date, the Collateral Agent
Stock Turnover occurred and the TGII common stock was released from
the Escrow.  At the direction of the Prepetition $185 million
Facility Requisite Majority Lenders, Cortland Capital Market
Services, as Supplemental Agent, transferred beneficial control of
the TGII common stock to a newly-created entity TGII HoldCo, LLC,
pursuant to a trust agreement between TGII HoldCo, LLC and the
Supplemental Agent.

Following the Stock Turnover Date, the Debtors have no operations
and no offices.  The Debtors' only assets are the Transaction
Consideration to be distributed to creditors of Holdings.

Holdings received the Funded Amount contemporaneous with the stock
turnover and the Fixed Transaction Consideration Payment consisting
of $750,000 upon consummation of the foreclosure sale proceeding.
As the aggregate amount of the Transaction Consideration is
insufficient to satisfy the Allowed Claims against Holdings' estate
in full, the Debtors intend to distribute the Transaction
Consideration pursuant to a waterfall of right to payment at
Holdings, with no distribution to Parent.

TGHI, Inc. estimated assets in the range of $1 million to $10
million and liabilities of $10 million to $50 million.  Parent THI,
Inc. estimated assets of $0 to $50,000 and liabilities of $50
million to $100 million.

Judge Michael E. Wiles is assigned to the case.

The Debtors have engaged Klestadt Winters Jureller Southard &
Stevens, LLP as counsel and Kurtzman Carson Consultants LLC as
claims, noticing agent and administrative agent.

A copy of the declaration in support of the Chapter 11 petitions is
available for free at:

        http://bankrupt.com/misc/3_TGHI_Declaration.pdf


TRONOX INC: Avoca Plaintiffs' Suits Against Kerr-McGee Barred
-------------------------------------------------------------
Judge Katherine B. Forrest of the United States District Court for
the Southern District of New York granted the motion filed by
Kerr-McGee Corporation to enforce an injunction against roughly
4,300 individuals (the "Avoca Plaintiffs") who allegedly suffered
injuries as the result of a wood treatment plant between the years
1956 and 1996.

In November 2014, the court approved a settlement which resolved
two lawsuits by Tronox, Incorporated and affiliated entities, and
the United States government against Kerr-Mcgee.  As part of that
settlement, the court issued a permanent injunction that prohibited
creditors in Tronox's bankruptcy action and others from pursuing
certain claims.

The Avoca Plaintiffs, however, sought to restore a number of
actions before the Court of Common Pleas of Luzerne County,
Pennsylvania that were first filed in 2005 and then stayed pending
resolution of Tronox's bankruptcy proceedings.  The Avoca
Plaintiffs argued that their complaints also asserted direct and
indirect claims against Kerr-McGee which were not extinguished
based on theories of vicarious liability, respondeat superior,
alter ego, and veil piercing.

Kerr-McGee then sought to enforce the injunction against the Avoca
Plaintiffs, asserting that the injunction forecloses further
litigation by the said plaintiffs of these claims.

Judge Forrest concluded that Tronox's bankruptcy proceeding has
extinguished the Avoca Plaintiffs' claims in the Pennsylvania state
action and that no plausible claim is left for the Avoca Plaintiffs
to pursue against Kerr-McGee.

The case is IN RE TRONOX INCORPORATED. TRONOX INCORPORATED, et al.,
Plaintiffs, v. ANADARKO PETROLEUM CORPORATION, et al., Defendants,
No. 14-cv-5495 (KBF) (S.D.N.Y.).

A full-text copy of Judge Forrest's February 1, 2016 opinion and
order is available at http://is.gd/9mC4Wlfrom Leagle.com.

Tronox Incorporated is represented by:

          Colin McNeil Adams, Esq.
          David J. Zott, Esq.
          Jeffrey John Zeiger, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Tel: (312)862-2000
          Fax: (312)862-2200
          Email: david.zott@kirkland.com
                 jeffrey.zeiger@kirkland.com

            -- and --

          Jonathan S. Henes, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Tel: (212)446-4800
          Fax: (212)446-4900
          Email: jonathan.henes@kirkland.com

Tronox Worldwide LLC, Tronox LLC is represented by:

          David J. Zott, Esq.
          Jeffrey John Zeiger, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Tel: (312)862-2000
          Fax: (312)862-2200
          Email: david.zott@kirkland.com
                 jeffrey.zeiger@kirkland.com

            -- and --

          Jonathan S. Henes, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Tel: (212)446-4800
          Fax: (212)446-4900
          Email: jonathan.henes@kirkland.com

The Anadarko Litigation Trust is represented by:

          David J. Zott, Esq.
          Jeffrey John Zeiger, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Tel: (312)862-2000
          Fax: (312)862-2200
          Email: david.zott@kirkland.com
                 jeffrey.zeiger@kirkland.com

Anadarko Petroleum Corporation and Kerr-McGee Corporation are
represented by:

          David Marc Stern, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars
          Thirty-Ninth Floor
          Los Angeles, CA 90067-6049
          Tel: (310)407-4000
          Fax: (310)407-9090
          Email: dstern@ktbslaw.com

            -- and –-

          Duke K. McCall, III, Esq.
          Thomas R. Lotterman, Esq.
          MORGAN, LEWIS & BOCKIUS
          2020 K St. NW
          Washington, DC 20006-1806
          Tel: (202)373-6000
          Fax: (202)739-3001
          Email: duke.mccall@morganlewis.com
                 thomas.lotterman@morganlewise.com

            -- and –-

          Sabin Willett, Esq.
          MORGAN, LEWIS & BOCKIUS
          One Federal St.
          Boston, MA 02110-1726
          Tel: (617)341-7700
          Fax: (617)341-7701
          Email: sabin.willett@morganlewis.com

            -- and –-

          Jason Wayne Billeck, Esq.
          Melanie Gray, Esq.
          Richard A. Rothman, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153-0119
          Tel: (212)310-8000
          Email: richard.rothman@weil.com

            -- and –-

          Lydia Thekla Protopapas, Esq.
          WINSTON & STRAWN LLP
          1111 Louisiana Street, 25th Floor
          Houston, TX 77002-5242
          Tel: (713)651-2600
          Fax: (713)651-2700
          Email: lprotopapas@winston.com

            -- and –-

          Stephen Scotch-Marmo, Esq.
          MCKEE NELSON LLP

Kerr-McGee Oil & Gas Corporation is represented by:

          David Marc Stern, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars
          Thirty-Ninth Floor
          Los Angeles, CA 90067-6049
          Tel: (310)407-4000
          Fax: (310)407-9090
          Email: dstern@ktbslaw.com

            -- and –-

          Duke K. McCall, III, Esq.
          Thomas R. Lotterman, Esq.
          BINGHAM MCCUTCHEN, LLP
          2020 K St. NW
          Washington, DC 20006-1806
          Tel: (202)373-6000
          Fax: (202)739-3001
          Email: duke.mccall@morganlewis.com
                 thomas.lotterman@morganlewise.com

            -- and –-

          Stephen Scotch-Marmo, Esq.
          MCKEE NELSON LLP

Kerr-McGee Worldwide Corporation, Kerr-McGee Investment
Corporation, Kerr-McGee Credit LLC, Kerr-McGee Shared Services
Company LLC, Kerr-McGee Stored Power Company LLC are represented
by:

          David Marc Stern, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars
          Thirty-Ninth Floor
          Los Angeles, CA 90067-6049
          Tel: (310)407-4000
          Fax: (310)407-9090
          Email: dstern@ktbslaw.com

            -- and –-

          Duke K. McCall, III, Esq.
          Thomas R. Lotterman, Esq.
          BINGHAM MCCUTCHEN, LLP
          2020 K St. NW
          Washington, DC 20006-1806
          Tel: (202)373-6000
          Fax: (202)739-3001
          Email: duke.mccall@morganlewis.com
                 thomas.lotterman@morganlewise.com


            -- and –-

          Stephen Scotch-Marmo, Esq.
          MCKEE NELSON LLP

Kerr-McGee Corporation is represented by:

          David Marc Stern, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars
          Thirty-Ninth Floor
          Los Angeles, CA 90067-6049
          Tel: (310)407-4000
          Fax: (310)407-9090
          Email: dstern@ktbslaw.com

            -- and –-

          Duke K. McCall, III, Esq.
          BINGHAM MCCUTCHEN, LLP
          2020 K St. NW
          Washington, DC 20006-1806
          Tel: (202)373-6000
          Fax: (202)739-3001
          Email: duke.mccall@morganlewis.com

Anadarko Petroleum Corporation is represented by:

          David Marc Stern, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars
          Thirty-Ninth Floor
          Los Angeles, CA 90067-6049
          Tel: (310)407-4000
          Fax: (310)407-9090
          Email: dstern@ktbslaw.com

            -- and –-

          Lydia Thekla Protopapas, Esq.
          WINSTON & STRAWN LLP
          1111 Louisiana Street, 25th Floor
          Houston, TX 77002-5242
          Tel: (713)651-2600
          Fax: (713)651-2700
          Email: lprotopapas@winston.com

Avoca Plaintiffs is represented by:

          Todd Douglas Ommen, Esq.
          ATTORNEY GENERAL FOR THE STATE OF NEW YORK

The United States of America is represented by:

          Joseph Anthony Pantoja, Esq.
          Robert William Yalen, Esq.
          U.S. ATTORNEY'S OFFICE
          86 Chambers St., 3rd Fl.
          New York, NY

Maranatha Faith Center, Inc. is represented by:

          Hal H. McClanahan, III, Esq.
          518 2nd Ave N
          Columbus, MS 39701

                    About Tronix Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNI-PIXEL INC: Hudson Bay Capital Reports 9.9% Stake as of Dec. 31
------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Hudson Bay Capital Management, L.P. and Sander Gerber
disclosed that as of Dec. 31, 2015, they beneficially own 3,382,065
shares of Common Stock issuable upon conversion of convertible
notes and/or upon exercise of warrants of Uni-Pixel Inc.
representing 9.9 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/VkW4hT

                      About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company       

delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $25.7 million in 2014, a net loss
of $15.2 million in 2013 and a net loss of $9.01 million in 2012.

As of Sept. 30, 2015, the Company had $26.0 million in total
assets, $10.9 million in total liabilities and $15.04 million in
total shareholders' equity.


UNIVERSAL COOPERATIVES: Ex-Employees Seek Payment of Defense Costs
------------------------------------------------------------------
Former officers and employees of Universal Cooperatives Inc. asked
a bankruptcy court to allow Travelers Casualty and Surety Company
of America to pay their defense costs.

In its motion, the group asked the U.S. Bankruptcy Court in
Delaware to approve the payment of defense costs it incurred in
connection with a lawsuit filed by Universal Cooperatives' official
committee of unsecured creditors.

The committee sued the officers and employees in September last
year, alleging they breached their duties and abetted fraud.

The court is set to hold a hearing on March 1 to consider the
motion.  Objections are due by Feb. 19.

Universal Cooperatives officially emerged from Chapter 11
protection on Dec. 1, 2015.  Its liquidating plan was confirmed by
the bankruptcy court on Sept. 3, 2015.

The plan is premised, in part, on the cooperative's agreement with
the unsecured creditors' committee and the Pension Benefit Guaranty
Corp., which was approved by the court in July last year.  

The agreement resolved issues regarding the allocation of assets
among the estates and the amount of PBGC's claims, according to
court filings.

Under the liquidating plan, PBGC was granted a $14.28 million claim
and an administrative claim of $1.08 million for unpaid minimum
funding contributions to the cooperative's employee pension plan.

The plan also provided for the distribution of proceeds from the
liquidation of assets of Universal Cooperatives and its affiliates.


In 2014, Universal Cooperatives and its affiliates sold most of
their assets to BCHU Acquisition LLC, which made a $22.5 million
cash offer.  The remaining assets were sold to other buyers,
including a real property in Henry County, Ohio, which Green River
Capital LLC acquired.
  
                    About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its members
to procure, and/or manufacture, and distribute high quality
products at competitive prices. Universal has 14 voting members and
over 50 associate members.  

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
14-11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection
Alliance, LLC; Agrilon International, LLC; and zavalon, Inc.  UCI
do Brasil, a majority-owned subsidiary located in Brazil, is not a
debtor in the Chapter 11 cases.  

The cases are assigned to Judge Mary F. Walrath.

Universal Cooperatives disclosed $12.09 million in assets and $29.3
million in liabilities as of the Chapter 11 filing.  

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial advisor
and Prime Clerk as notice and claims agent.  

Bank of America, N.A., as agent for the DIP Lenders, is represented
by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M.
Gartland, Esq., at Winston & Strawn, LLP.  

The United States Trustee for Region 3 appointed seven members to
the Official Committee of Unsecured Creditors, which is represented
by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R.
Wheeler, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey;
and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at
Venable LLP, in Wilmington, Delaware.


VERSO CORP: Redacted Copy of Restructuring Support Deal Filed
-------------------------------------------------------------
Verso Corporation filed with the Bankruptcy Court a copy of the
Restructuring Support Agreement, dated as of Jan. 26, 2016, that
the Company entered into with certain consenting creditors.  

A redacted copy of the RSA is available for free at

     http://bankrupt.com/misc/Verso_Corp_35_RSA.pdf

Verso on Jan. 27 disclosed that it has finalized the RSA with
creditors holding at least a majority in principal amount of
substantially all tranches of funded debt of Verso and its
subsidiaries.

The RSA commits Verso and the signing creditors to pursue a
consensual restructuring.  Verso and the signing creditors have
agreed to support and vote for a plan of reorganization as
contemplated by the RSA and as otherwise reasonably satisfactory.

Under the contemplated plan of reorganization, Verso will eliminate
approximately $2.4 billion in pre-bankruptcy debt.  In return, the
holders of Verso's funded debt will receive substantially all of
the equity in the reorganized Verso.

The Consenting Verso First Lien Noteholders are represented by:

         MILBANK, TWEED, HADLEY & MCCLOY LLP
         28 Liberty Street
         New York, New York 10005
         Attention: Dennis F. Dunne
                    Samuel A. Khalil
                    Gregory Bray
         E-mail: ddunne@milbank.com
                 skhalil@milbank.com
                 gbray@milbank.com

The Consenting NewPage Creditors are represented by:

         ROPES & GRAY LLP
         1211 Avenue of the Americas
         New York, New York 10036-8704
         Attention: Keith H. Wofford
                    Stephen Moeller-Sally
         E-mail: keith.wofford@ropesgray.com
                 ssally@ropesgray.com

                     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.


WARREN RESOURCES: Warns of Possible Bankruptcy Filing
-----------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that oil and gas producer Warren Resources Inc. said that
if it is unable to reach the terms of a consensual debt
restructuring deal by the end of the month it will have to file for
bankruptcy.

"If Warren cannot come to a workable agreement regarding an
out-of-court restructuring, it will have to seek protection from
its creditors through a bankruptcy proceeding in order to preserve
and maximize value for its stakeholders," the company said in
financial documents on Feb. 9, the report related.

Warren Resources, Inc., is a New York-based energy company engaged
in
the exploration and development of domestic onshore oil and
natural
gas reserves.  The Company is focused on its waterflood oil
recovery
programs and horizontal drilling in the Wilmington field within
the
Los Angeles Basin of California, the drilling and development of
natural gas reserves within the Marcellus Shale in Pennsylvania,
and
the exploration and development of an undeveloped acreage position
in
the Washakie Basin of Wyoming.

                        *     *     *

The Troubled Company Reporter, on Feb. 3, 2016, reported that
Standard & Poor's Ratings Services lowered its corporate credit on
oil and gas exploration and production company Warren Resources
Inc. to 'D' from 'SD' (selective default).  The issue-level rating
on the company's unsecured debt remains 'D'.  The recovery rating
remains '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

The 'D' ratings reflect Warren Resources Inc.'s announcement that
it has missed a $7.5 million interest payment on its outstanding
$300 million 9% notes ($167 million outstanding) due 2022, and
S&P's belief that the company will not make this payment before
the
30-day grace period ends.  S&P believes that the default will be a
general default and the company will fail to pay all or
substantially all of its obligations as they come due.  

The TCR, on Nov. 5, 2015, also reported that Moody's Investors
Service downgraded Warren Resources Inc.'s Corporate Family Rating
to Ca from Caa2 and Probability of Default Rating (PDR) to Ca-PD/LD
from Caa2-PD.  Moody's also downgraded the unsecured notes to C
from Caa3.  The Speculative Grade Liquidity (SGL) Rating was
affirmed at SGL-4 and the rating outlook remains negative.

On Oct. 22, 2015, Warren announced the closing of a privately
negotiated second lien loan transaction that provides Warren with
$11.0 million of new money and $40.1 million of second lien term
loans through the exchange of $63.1 million of unsecured notes
(plus accrued interest).  In connection with this exchange, Warren
also issued 4,000,000 shares of its common stock to the exchanging
noteholders.  Following this transaction and the previously
announced first lien transaction in May 2015, a total of $167.0
million in unsecured high yield notes will remain outstanding.


WPCS INTERNATIONAL: Hudson Bay Capital No Longer a Shareholder
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Hudson Bay Capital Management, L.P. and Sander Gerber
disclosed that as of Dec. 31, 2015, they ceased to beneficially own
shares of common stock of WPCS International Incorporated.
A copy of the regulatory filing is available for free at:

                        http://is.gd/SrduwX

              About WPCS International Incorporated

WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

WPCS reported a net loss attributable to the Company's common
shareholders of $11.3 million on $24.4 million of revenue for the
year ended April 30, 2015, compared with a net loss attributable to
the Company's common shareholders of $11.2 million on $15.7 million
of revenue for the year ended April 30, 2014.

As of Oct. 31, 2015, the Company had $7.42 million in total assets,
$4.58 million in total liabilities and $2.84 million in total
equity.


WPCS INTERNATIONAL: Iroquois Master Fund Has 9.99% Stake at Dec. 31
-------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Iroquois Master Fund Ltd., disclosed that as of
Dec. 31, 2015, it beneficially owns 57,160 shares of Common Stock,
1,037,018 shares of Common Stock issuable upon conversion of
Convertible Preferred Stock and 1,055,481 shares of Common Stock
issuable upon exercise of Warrants of WPCS International
Incorporated representing 9.99 percent of the shares outstanding.  
A copy of the regulatory filing is available for free at:

                        http://is.gd/ulc5qw

                About WPCS International Incorporated

WPCS -- http://www.wpcs.com/-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

WPCS reported a net loss attributable to the Company's common
shareholders of $11.3 million on $24.4 million of revenue for the
year ended April 30, 2015, compared with a net loss attributable to
the Company's common shareholders of $11.2 million on $15.7 million
of revenue for the year ended April 30, 2014.

As of Oct. 31, 2015, the Company had $7.42 million in total assets,
$4.58 million in total liabilities and $2.84 million in total
equity.


YESHIVA UNIVERSITY: Moody's Affirms B3 Rating on 2009/2011A Bonds
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating on Yeshiva
University's Series 2009 and 2011A bonds.  The outlook is
negative.

The affirmation reflects material steps to restructure the
university's operating model and enhance liquidity.  The B3 rating
also incorporates ongoing expectations of deep operating deficits
over the next few years, despite the transfer of financial
responsibility for its medical school to Montefiore Health System
(unrated).  Limited pricing flexibility with its core market and a
high cost educational delivery model will contribute to ongoing
deficits.  The rating also incorporates the likelihood of full
recovery for bondholders from Yeshiva's marketable real estate
assets.  The negative outlook reflects risk that the university
could deplete its very thin liquidity should it not be able to
monetize additional real estate in a short period of time.

Rating Outlook

The negative outlook reflects the potential for Yeshiva to deplete
liquidity before it can successfully address operating deficits.

Factors that Could Lead to an Upgrade

-- Substantial improvement in unrestricted liquidity
    combined with progress towards balanced operating performance

Factors that Could Lead to a Downgrade

-- Increased probability of default or debt restructuring deemed
     by Moody's to be a distressed exchange

-- Failure to improve unrestricted liquidity and narrow operating
deficits

Legal Security

The Series 2009 and 2011A bonds are unsecured general obligations
of Yeshiva.

Use of Proceeds. Not applicable.

Obligor Profile

Yeshiva University is a moderate-sized private university operated
under Jewish auspices.  Located in New York City, Yeshiva is
reshaping its identify following a joint collaboration that reduced
its operations in half.  Beginning in FY 2016, Yeshiva will be a
predominately undergraduate university with a niche market in
serving the Orthodox Jewish students.

Methodology

The principal methodology used in this rating was Global Higher
Education published in November 2015.


YRC WORLDWIDE: To Present at Investor Conferences
-------------------------------------------------
YRC Worldwide Inc. delivered Company presentations on Feb. 10,
2016, at the Stifel 2016 Transportation & Logistics Conference in
Key Biscayne, Florida, and will deliver on Feb. 11, 2016, at the
BB&T Transportation Services Conference in Coral Gables, Florida.
The Company presentation will be available on audio webcast through
the Company's Website, www.yrcw.com, for 30 days.  A copy of the
slide show presentation to be presented at the conferences is
available at http://is.gd/GSDrMJ

                      About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported a net loss attributable to common
shareholders of $85.8 million in 2014, a net loss attributable to
common shareholders of $83.6 million in 2013 and a net loss
attributable to common shareholders of $140.4 million in 2012.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide from
'Caa3' to 'B3', following the successful closing of its refinancing
transactions.

In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Overland, Kan.-based less-than-truckload (LTL) trucking company YRC
Worldwide to 'B-' from 'CCC+'.

"The upgrade reflects YRC's earnings growth and improved liquidity
position, along with our belief that gradual improvement in the
company's operating performance will result in credit measures that
are commensurate with the rating," said Standard & Poor's credit
analyst Michael Durand.


[*] Borrowing Costs Soar for Junk-Rated Energy Issuers
------------------------------------------------------
Aleksandra Gjorgievska, writing for Bloomberg Brief - Distress &
Bankruptcy, reported that the cost for U.S. high-yield energy
companies to borrow in the bond market soared to the highest level
in more than four years as Goldman Sachs Group Inc. said oil may
drop below $20 a barrel.

According to the report, the yield premium investors demand to hold
the junk-rated debt sold by energy companies over ultra-safe
Treasuries widened to the most since 2012, part of a global rout
that has seen stocks tumble toward a bear market and volatility
rise amid fears of a worldwide economic slowdown.  Crude could drop
"into the teens," from about $30 on Feb. 9, before supply and
demand are brought back into balance, the Bloomberg report cited
Goldman Sachs.

"It's absolutely a perfect storm -- a confluence of events that's
leading to investors capitulating and a lot of selling," said John
McClain, a money manager at Diamond Hill Investment Group, told
Bloomberg.  "For a lot of oil companies in this environment, any
fluctuation in price is going to be felt in the bonds because the
equity cushion has diminished substantially."

In the U.S., the risk premium on the Markit CDX North America High
Yield Index, a credit-default swaps benchmark tied to the debt of
100 speculative-grade companies, jumped as much as 17 basis points
to 589 basis points, the highest since at least August 2012,
Bloomberg said.  The energy sector added the most risk, jumping as
much as 38 basis points to 1525 basis points, the report related.


[*] Life Insurers Face Higher Energy-Related Losses, Fitch Says
---------------------------------------------------------------
U.S. life insurers are expected to report higher energy-related
investment losses in 2016 driven by slumping oil prices, according
to a Fitch Ratings report on the industry's exposure to
energy-related corporate bond investments.

"U.S. life insurers face $3 - 4 billion of energy-related corporate
bond losses in 2016, which we view as manageable in relation to
industry earnings and capital," said Tana Higman, Director,
Insurance, Fitch Ratings.

Under Fitch's base case scenario, expected energy-related corporate
bond losses are approximately 5% of the industry's statutory
earnings and 1% of statutory capital, and includes impairments
based on a 11% high yield default rate assumption and portfolio
repositioning trading losses.

Energy corporate bond exposure for U.S. life insurers is in line
with the broader corporate bond market at approximately 11% - 12%.
This equates to approximately 5% of total cash and invested assets
for U.S. life insurers.

The credit quality of life insurers' energy-related corporate bond
holdings is better than the broader market given their historical
focus on investment-grade bonds.  Fitch estimates that
approximately 15% of the industry's energy-related corporate bonds
are rated non-investment grade compared to approximately 30% for
the broader market.

"While U.S. life insurers are relatively well-positioned to ride
out the oil slump, in a 'lower for longer' oil price scenario
insurers may be more susceptible to ratings downgrades if energy
contagion spills into other asset classes," said Doug Meyer,
Managing Director, Insurance, Fitch Ratings.

Fitch estimates that U.S. life insurers' energy high-yield exposure
in 2015 increased to 15% which could trigger higher regulatory
capital requirements for many insurers.


[*] S&P Takes Actions on US Regional Banks on Expected Loan Losses
------------------------------------------------------------------
Standard & Poor's Ratings Services, on Feb. 9, 2016, lowered its
long-term issuer credit ratings on four U.S. regional banks by one
notch: BOK Financial Corp., Comerica Inc., Cullen/Frost Bankers
Inc., and Texas Capital Bancshares.  The outlooks on these banks
are negative.  S&P also revised the outlook on BBVA Compass
Bancshares to negative from stable and affirmed the 'BBB+/A-2'
issuer credit ratings.

These rating actions follow a review of U.S. regional banks with
large energy loan portfolios as a percentage of both total loans
and Tier 1 capital.  Since S&P revised its outlooks to negative on
five regional banks in January 2015, energy prices have declined by
more than one-third and the asset quality of energy loan portfolios
has deteriorated materially, albeit from fairly benign levels.
Throughout 2015, criticized and classified assets climbed
significantly, and in the fourth quarter, several regional banks
with large energy loan portfolios reported increases in loan loss
provisions and energy loss reserves to varying degrees, and, in
certain cases, nonperforming assets (NPAs) also rose.

Given further declines in energy prices in recent months, less
hedging activity by borrowers, and potentially more difficulty for
borrowers to cure (i.e., resolve) borrowing base deficiencies
through capital raises or asset sales, S&P thinks troubled debt
restructurings and NPAs in the energy sector will increase,
possibly sharply, in coming quarters.  S&P also thinks banks will
increasingly emphasize the potential loss content among rising
levels of NPAs that S&P expects to see throughout 2016.  In
addition, S&P thinks regulatory scrutiny of energy loan portfolios
will increase in 2016, including during the upcoming Shared
National Credit (SNC) exams (two will be conducted in 2016) and the
annual stress tests regulators mandate, which may encourage the use
of higher loss assumptions.

Many banks have been lowering their energy price assumptions
("price decks") for exploration and production (E&P) loans
throughout 2015, resulting in reduced borrowing bases (the value of
a borrower's reserves against which banks typically lend).  In the
next semiannual borrowing-base determination this spring, S&P
expects that borrowing bases will decline further, mainly because
of lower energy prices (i.e., valuations) and possibly lower
reserve replacement, which could lead to more borrower deficiencies
(i.e., loan balances that are greater than the borrowing base).
Although banks typically allow borrowers as long as six months to
resolve a deficiency, S&P thinks many borrowers will have fewer
options to cure through debt capital issuances or asset sales and
dispositions, which were more common last year. Specifically, the
cost of capital has increased for many borrowers, and private
equity firms may be less willing to commit additional capital to
resolve deficiencies.  In addition, E&P borrowers may have
unsecured debt in addition to their reserve-based loans, which
could pressure their overall finances and push them into default or
bankruptcy.

Equally as important, S&P thinks the performance of indirect credit
exposures in local energy-focused markets could deteriorate
somewhat over the next two years.  Although deterioration has not
yet been meaningful, S&P still thinks the energy price slump could
hurt commercial real estate (CRE) in these local markets, such as
Houston or smaller cities in Texas, throughout 2016 and 2017.
However, S&P recognizes that lower energy prices could have a
broad-based positive impact on U.S. consumers and corporations
where energy is a significant input cost.  S&P is also wary of
strategies that some banks may execute to aggressively grow their
loan portfolios in other loan segments, such as CRE, in order to
offset contraction in their energy loan portfolios.

Although S&P expects that banks will likely continue to increase
their loan loss provisions and reserves within their energy loan
portfolios over the next several quarters, S&P considers that
currently low NPAs, solid preprovision earnings generation, and, in
some cases, high risk-adjusted capital (RAC) ratios offer the banks
a cushion to absorb higher loan loss provisions.  This was a key
factor in S&P's decision to limit our rating actions to one notch
at this point.

In S&P's analysis of these companies, it evaluates the potential
impact of certain adverse scenarios, based on default and net loan
loss assumptions for different types of energy lending.  For
example, S&P expects that E&P reserve-based lending will have lower
net loss rates than energy services lending because of conservative
advance rates on reserve collateral.  S&P will continue to consider
the array of possible assumptions regarding energy loan default and
net loss rates, as the cycle develops.  At this time, however, S&P
do not believe that these banks' loan loss provisions would exceed
preprovision earnings under most foreseeable scenarios, and, thus,
S&P's rating actions following this review were limited to a
one-notch downgrade.

The following table presents a few of the key metrics S&P is
racking and lists the banks that are included in the actions, as
well as others S&P believes have above-average exposure to energy.

              Energy loans/   Energy loans/  Reported     
Criticized
              total loans     Tier 1         energy res./  energy
loans/
(%)                           capital        energy loans  energy
loans
BOK Financial          19         109          2.9           17
Cullen/Frost           15         83           1.4           8
Hancock Holding        10         86           4.9           29
Texas Capital          7          74*          2.7           16
Zions                  7          35*          >5            30
BBVA Compass           6          52*          N/A           N/A
Comerica               6          42           >4§          
40
MUFG Americas          5          29           N/A           N/A
Associated Banc-Corp.  4          37           5.6           28
Regions Financial      3          21*          6.0           32

Note: Entities listed are the bank holding companies.  
*Used third-quarter risk-weighted assets and fourth-quarter Tier 1
ratio to approximate Tier 1 capital.  
§Pertains to energy and energy-related loans.
Res.--Reserves.  
N/A--Not available.  
Source: Standard & Poor's Financial Institutions Research.

BBVA COMPASS BANCSHARES INC.

S&P revised its ratings outlook on BBVA Compass Bancshares Inc. and
its main bank subsidiary, Compass Bank, to negative from stable to
signal the possibility that S&P may lower the issuer credit ratings
to 'BBB/A-2' (one notch lower than its Spain-based parent) from
'BBB+/A-2' if S&P lowers the stand-alone credit profile (SACP) to
'bbb'.  This could occur if S&P expects that prolonged low energy
prices would cause NPAs to rise to levels higher than similarly
rated regional bank peers' because of asset quality deterioration
in its energy loan portfolio, or if S&P believes that asset quality
in the company's general Texas loan portfolio would significantly
worsen.  S&P could also lower the ratings if it expects higher loan
loss provisions to meaningfully weaken earnings for an extended
period, or if capital ratios substantially decline.  S&P could
revise the outlook to stable if it believes that any rise in energy
loan NPAs would be manageable and if the company maintains ample
capital and reserves at least at current levels.

The ratings affirmation for BBVA Compass reflects that S&P is
maintaining its 'bbb+' SACP, which is equivalent to the group
credit profile (GCP) of the parent.  Although S&P expects that the
company's NPAs will rise in 2016 because of its moderate energy
loan exposure (about 6% of total loans), S&P believes the company
is sufficiently positioned for this with currently low NPAs and
solid capital ratios.  The company has limited exposure to the
higher-risk energy services sector, and a majority of its energy
loans are secured E&P loans.  BBVA Compass' regulatory capital
ratios are good, and its RAC ratio, by S&P's measure, is at the
high end of its "adequate" range (as S&P's criteria define it).
Still, S&P expects that the company will continue to add to loan
loss reserves and provisions will somewhat reduce profitability in
2016.

S&P continues to view BBVA Compass as a "highly strategic"
subsidiary of its Spain-based parent, Banco Bilbao Vizcaya
Argentaria S.A. (BBB+/Stable/A-2).  However, S&P do not factor any
parental support into its rating on BBVA Compass because BBVA
Compass' SACP is equivalent to its parent's GCP of 'bbb+'.  S&P
typically sets the rating for a highly strategic subsidiary at one
notch lower than the parent's GCP, unless--as is the case here--the
rating on the subsidiary is equal to or higher than the parent's
GCP.

                        BOK FINANCIAL CORP.

"We lowered our ratings on BOK Financial Corp. to 'BBB+' from 'A-'
and on its lead bank, BOKF N.A., to 'A-/A-2' from 'A/A-1' to
reflect our belief that BOK's large exposure to energy loans will
continue to pressure its asset quality and lead to higher NPAs,
increased loan loss provisions and NCOs, and lower earnings.  We
have therefore changed our risk position assessment on BOK to
"adequate" from "strong." BOK's portfolio of energy-related loans
comprised 19.4% of loans, 92% of total equity, and 10% of total
assets as of Dec. 31, 2015.  In addition, 74% of its loan portfolio
is based in Oklahoma and Texas--markets we believe are vulnerable
to a prolonged slump in energy prices.  In fourth-quarter 2015, BOK
took a $22.5 million provision for loan losses, its largest in
several years, in response to higher classified assets and the
potential for further deterioration within its energy loan
portfolio.  In addition, management said that it expected loan loss
provisions could rise to $60 million-$80 million in 2016.  Despite
its generally conservative underwriting standards and proven track
record in energy lending, we expect BOK will continue to experience
asset quality deterioration within its direct energy loan book and
across its broader portfolio as a result of a potential downturn in
its local, energy-reliant markets," S&P said.

S&P's negative outlook is based on both BOK's exposure to energy
markets and the recent drop in its capital ratios.  The company's
capital position fell in 2015 as a result of stock repurchases, and
S&P expects that pending acquisitions could pressure capital
further.  S&P expects BOK's RAC to settle at about 10% (S&P's lower
threshold for a strong assessment) in the next two years. However,
if its capital ratios continue to decline and S&P believes the
company's RAC ratio will weaken and remain below 10%, S&P could
lower the ratings.

The outlook also reflects the potential for a broader impact on the
company's portfolio if energy prices continue to slide, affecting
both the direct energy portfolio and commercial and retail loans in
local markets reliant on the energy industry.  If asset quality
weakens more than S&P currently expects, or the company reports net
losses resulting from outsize provision needs, S&P could lower the
ratings.  Alternately, if energy markets stabilize and BOK
maintains strong capital levels, above-average asset quality
measures, and stable earnings, S&P could revise the outlook to
stable.

                           COMERICA INC.

S&P lowered the long-term issuer credit ratings on Comerica Inc. to
'BBB+' from 'A-' and the long- and short-term issuer credit ratings
on its main bank subsidiary, Comerica Bank, to 'A-/A-2' from
'A/A-1'.  The downgrades reflect Comerica's moderate exposures to
direct and related energy lending (at nearly 8% of total loans),
and S&P's expectation that the company's NPAs could rise
significantly in 2016 as long as energy prices remain low. Thus,
S&P has changed its risk position assessment on Comerica to
adequate from strong.  Comerica reported that, as of year-end 2015,
nearly 40% of its direct energy portfolio was "criticized," and S&P
believes this may signal a significant rise in NPAs in future
quarters.  As a positive factor, the NPA ratio (excluding
performing troubled debt restructurings) was low at 0.80% as of
year-end 2015, and Comerica's non-energy loan portfolios are
performing well.  Also, nearly 70% of Comerica's energy portfolio
is secured borrowing base lending, which lowers the portfolio's
inherent loss potential, and the company has a small exposure to
the higher-risk energy services sector.  Comerica's profitability
has so far been steady, and capital ratios are solid, although
reserves to total loans were a bit below peers at 1.29% of total
loans (about 4% reserves for its energy and energy-related
exposure).

S&P's negative outlook considers the possibility that the rise in
NPAs and the extent of contagion to non-energy loan portfolios in
Texas could be greater than S&P currently expects.  (Loans in Texas
are about 22% of total loans.)  For example, S&P could lower the
ratings further over the next two years if it expects that an
increase in loan loss provisions will substantially hurt Comerica's
profitability on a sustained basis or if S&P expects the NPA ratio
to significantly exceed that of similarly rated regional bank
peers.  Alternatively, S&P could revise the outlook to stable if it
believes that the risk of substantial loan losses from the
company's exposure to the energy sector becomes more remote.

                    CULLEN/FROST BANKERS INC.

S&P lowered its long-term issuer ratings on Cullen/Frost Bankers
Inc. to 'A-' from 'A' and on its primary bank subsidiary, Frost
Bank, to 'A' from 'A+'.  The rating action primarily reflects S&P's
view that loan performance could deteriorate given the company's
substantial loan exposures to the energy industry. Specifically,
the company's outstanding energy loans represent roughly 15% of
total loans, by S&P's calculation.  The majority of the company's
loans are in Texas, and construction loan exposures are also large,
both of which S&P views negatively from a concentration
perspective.  Although loan performance has been very strong and
loan losses have been modest in recent years, the rating action and
negative outlook reflect the potential for further deterioration in
the loan portfolio over the next two years.  S&P's adequate risk
position assessment, down from strong previously, is based on the
company's very strong loan performance, but it's offset by the
company's geographic concentration and large commercial, energy,
and construction concentrations.

S&P expects that Cullen's/Frost's asset quality will deteriorate
somewhat but remain better than most of its regional bank peers
(loans are less than half of total assets).  However, if
Cullen/Frost's asset quality deteriorates more than S&P currently
expects, or if it projects that the company's RAC ratio will fall
below 10% from over 11% recently, S&P could lower the ratings
again.  S&P is unlikely to raise the ratings within the next two
years primarily because of its large energy and construction
exposures and its declining capital ratios.

TEXAS CAPITAL BANCSHARES INC.

S&P lowered its long-term issuer credit ratings on Texas Capital
Bancshares Inc. (TCBI) to 'BB+' from 'BBB-' and on its primary bank
subsidiary, Texas Capital Bank N.A. (TCB), to 'BBB-' from 'BBB'.
The main rationale for the downgrades is the significant rise in
NPAs within its energy loan portfolio, as well as the very strong
growth in construction loans in recent years.  Specifically, TCBI's
outstanding energy loans (nearly 7% of total loans, by S&P's
calculation) saw an increase in NPAs to roughly 10% of total energy
loans in the fourth quarter from very modest levels.  In addition,
the majority of TCBI's loans are in Texas, and construction loan
exposures are very large at more than 11% of total loans, by S&P's
calculation, both of which S&P views somewhat negatively from a
concentration perspective.  Furthermore, loan growth has been very
strong over the past few years, and S&P expects above-average
growth, which suggests a high risk appetite.  As such, S&P has
lowered its business position assessment to "moderate" from
"adequate."

Although loan performance has been strong and loan losses have been
modest in recent years, the negative outlook reflects the potential
for further deterioration in the loan portfolio over the next two
years.  If loan performance deteriorates meaningfully in aggregate
or relative to peers, if S&P's projected RAC ratio falls below 7%
from roughly 8.5% recently, or if energy or construction loan
exposures rise further as a percentage of total loans or capital,
S&P could lower the ratings again.  S&P is unlikely to raise the
ratings within the next two years, primarily because of its large
energy and construction loan exposures and geographic concentration
in Texas.

S&P is also closely monitoring several other banks whose ratings
were unchanged following this review.

   -- S&P downgraded Hancock Holding Co. in November 2015.
      Hancock's energy exposures remain significant at
      approximately 10% of total loans and 86% of Tier 1 capital.
      S&P's negative outlook incorporates the bank's vulnerability

      to heightened asset quality risk, which is partially
      mitigated by the absence of significant losses and several
      measures management has undertaken, including discontinuing
      energy loan originations and significantly building loan
      loss reserves.  Also, Hancock has announced its intent to
      suspend share repurchases, in an effort to preserve capital,

      until weak conditions in the energy market subside.

   -- S&P lowered its SACP on the Bank of North Dakota (BND) in
      September 2015 to 'a' from 'a+' because of its sizable
      exposure to commodity prices (specifically oil and gas and
      agriculture).  As a state-owned bank, S&P's ratings
      acknowledge its expectation of extraordinary state support
      from the state of North Dakota (AAA/Stable) and were not
      affected by the lower SACP.  S&P continues to monitor the
      interdependencies with the state, including the bank's
      deposit inflows, capital position, asset quality, and
      profitability.

   -- Zions Bancorporation and Regions Financial Corp. have
      significant energy loan exposures, but S&P did not take any
      actions on these two companies because S&P believes the
      ratings already reflect the elevated risks in their energy
      loan portfolios, and S&P thinks recent improvements in other

      aspects of their financial profiles largely offset these
      risks.

   -- MUFG Americas Holdings Corp., the parent of MUFG Union Bank
      N.A., took a large provision for its moderate energy
      exposure (slightly less than 5% of loans) in the fourth
      quarter.  This boosted its reserves for petroleum E&P
      lending to about 11% of that exposure, which appears higher
      than peers'.  While S&P continues to analyze MUFG's risk
      position and its SACP, the issuer credit rating will remain
      the same as that on its Japanese parent because S&P
      considers the company a core subsidiary of its parent.

RATINGS LIST

Ratings Lowered
                           To                  From
BOK Financial Corp.
Issuer Credit Rating      BBB+/Negative/--    A-/Negative/--

BOKF N.A.
Issuer Credit Rating      A-/Negative/A-2     A/Negative/A-1

Comerica Inc.
Issuer Credit Rating      BBB+/Negative/A-2   A-/Negative/A-2

Comerica Bank
Issuer Credit Rating      A-/Negative/A-2     A/Negative/A-1

Cullen/Frost Bankers Inc.
Issuer Credit Rating      A-/Negative/--      A/Negative/--

Frost Bank
Issuer Credit Rating      A/Negative/A-1      A+/Negative/A-1

Texas Capital Bancshares Inc.
Issuer Credit Rating      BB+/Negative/--     BBB-/Negative/--

Texas Capital Bank N.A.
Issuer Credit Rating      BBB-/Negative/--    BBB/Negative/--

Ratings Affirmed; Outlook Revised

BBVA Compass Bancshares Inc.
Issuer Credit Rating      BBB+/Negative/A-2    BBB+/Stable/A-2


[*] S&P Takes Rating Actions on 45 US Exploration Companies
-----------------------------------------------------------
Standard & Poor's Ratings Services, on Feb. 10, 2016, said that it
has taken rating actions on 45 speculative-grade U.S. oil and gas
exploration and production (E&P) companies after completing a
review.  The review followed the recent revision of our hydrocarbon
price assumptions.

For many of S&P's rated issuers, the rating actions reflect its
expectation for material decline in credit measures due to lower
prices and production as well as liquidity risks, particularly with
respect to the April 2016 revolving credit facility bank borrowing
base redeterminations.  S&P expects borrowing bases for most of its
rated issuers to decline due to hedges rolling off this year,
futures prices that are below many bank borrowing base prices and
lack of reserve replacement as result of a decline in drilling
activity in 2015.  On average, S&P expects borrowing bases to
decline 20%-30% at the next redetermination.  S&P's rating actions
also reflect the potential for possible capital restructurings or
distressed exchanges given the prices at which bonds are trading.

List of rating actions on the affected companies:

Alta Mesa Holdings L.P.: Corporate Credit Rating Lowered To 'CCC+'
From 'B-'; Outlook Negative; 'CCC+' Senior Unsecured Issue-Level
Rating Affirmed (Recovery Rating: '3')

The downgrade reflects S&P's expectation for Alta Mesa to have
significantly weaker credit measures following the reduction in
S&P's oil and natural gas price deck assumptions.  At the same
time, S&P affirmed its rating on the company's debt following
receipt of the company's year-end 2015 PV-10 report.  The negative
outlook reflects S&P's view that weighted-average credit measures
will weaken in 2016-2017, approaching levels S&P would view as
unsustainable.  S&P could lower the ratings within the next 12
months if liquidity deteriorates significantly from current levels,
or if Alta Mesa enters into debt exchanges, given the current
market value of its unsecured notes, which S&P could view as
distressed exchanges.  The affirmation on the company's senior
unsecured debt reflects a higher PV-10 valuation of reserves under
our recovery price assumptions as of year-end 2015.

Antero Resources Corp: 'BB' Corporate Credit Rating Affirmed;
Outlook Stable

The affirmation reflects S&P's view that Antero will maintain funds
from operations (FFO)/debt above 20% in 2016, as it continues to
invest and grow production in the Marcellus shale. The company has
very good hedges in place, which will limit exposure to commodity
prices.  S&P's estimates incorporate the reduction in its oil and
natural gas price assumptions, a modest year-over-year reduction in
capital spending, and modest production growth in 2016.

Approach Resources Inc.: Corporate Credit Rating Lowered To 'CCC+'
From 'B'; Outlook Negative; 'CCC' Senior Unsecured Debt Rating
Placed On CreditWatch Negative

The downgrade reflects S&P's expectation for Approach to experience
increased leverage and worsening credit measures following the
reduction in our oil and natural gas price deck assumptions.  The
downgrade also incorporates S&P's assumption of reduced capital
spending and a production decline in 2016. S&P now expects FFO/debt
to fall to below 12% over the next two years.  S&P now views
Approach's financial risk profile as highly leveraged.  S&P views
the company's liquidity as less than adequate based on its
assumptions and a potential decrease in the company's borrowing
base.  The senior unsecured debt is on CreditWatch with negative
implications pending the receipt of an updated PV-10.

Bill Barrett Corp.: Corporate Credit Rating Lowered To 'B-' From
'B'; Outlook Stable

The downgrade reflects S&P's expectation for Bill Barrett to
experience increased leverage following the reduction in S&P's oil
and natural gas price deck assumptions, along with lower capital
spending and a modest production decline in 2016.  S&P now expects
FFO/debt to approach 12% in 2016 and fall below 12% thereafter.  As
a result, S&P is revising its assessment of the company's financial
risk profile to highly leveraged from aggressive.  The stable
outlook reflects our view that liquidity will remain adequate over
the next 12 to 24 months.

Bonanza Creek Energy Inc.: Corporate Credit Rating Lowered To 'B-'
From 'B'; Outlook Negative

The downgrade reflects S&P's estimates for Bonanza to experience
increased leverage following the reduction in our oil and natural
gas price deck assumptions and the company's modest hedge position.
S&P now expects weighted-average FFO/debt to drop below 10% and
debt/EBITDA of about 8x.  The negative outlook reflects the
potential for a lower rating within the next year if liquidity
deteriorates significantly more than S&P's expectation at the
upcoming spring or fall redeterminations, or if the company enters
into debt exchanges, given the current market value of its
unsecured notes, which S&P could view as distressed exchanges.

Breitburn Energy Partners L.P.: Corporate Credit Rating Lowered To
'B-' From 'B'; Outlook Negative

The downgrade reflects S&P's estimates that the company will have
weaker credit measures as a result of S&P's revised price deck
assumptions, a decline in production due to decreased capital
spending, and hedges rolling off in 2017.  Given S&P's assumptions,
it expects FFO/debt to remain well below 12% for 2016 and 2017 and
debt/EBITDA above 6x.  The negative outlook reflects the
possibility that leverage measures could deteriorate to a level S&P
views as unsustainable or that Breitburn could undertake a debt
exchange that S&P could deem distressed, absent an improvement in
commodity prices, a potential strategic transaction, or capital
infusion.

Carrizo Oil & Gas Inc.: 'B+' Corporate Credit Rating Affirmed;
Outlook Revised To Negative From Stable; Senior Unsecured Debt
Rating Raised To 'B+' From 'B' (Recovery Rating: '4')

The outlook revision reflects S&P's expectation for Carrizo to
experience increased leverage following the reduction in S&P's oil
and natural gas assumptions, along with lower capital spending and
a modest year-over-year production increase in 2016.  The negative
outlook reflects S&P's estimate that FFO/debt could fall to about
12% in 2017, which S&P views as weak for the rating.  The higher
issue-level rating on the company's senior unsecured debt reflects
a higher PV-10 valuation of reserves under our recovery price
assumptions as of year-end 2015.

Clayton Williams Energy Inc.: Corporate Credit Rating Lowered To
'CCC+' From 'B-'; Outlook Negative

The downgrade reflects S&P's view that Clayton's capital structure
has become unsustainable under S&P's revised price assumptions. The
company has announced that it had hired Goldman Sachs & Co. to
serve as a financial adviser for its ongoing strategic review.  The
negative outlook reflects the potential for a downgrade if S&P
envisioned specific default scenarios over the next 12 months.

CrownRock L.P.: 'B+' Corporate Credit Rating Affirmed; Outlook
Stable

Although credit measures should weaken slightly for CrownRock in
2016 under S&P's revised price assumptions, it expects them to
remain adequate for the rating.  S&P expects FFO/debt above 20%
over the next two years as production grows in the Permian Basin
despite reduced capital spending.  The stable outlook reflects
S&P's view that the company continues to develop its asset base as
leverage remains in line with the current rating and liquidity
remains adequate.

Concho Resources Inc.: 'BB+' Corporate Credit Rating Affirmed;
Outlook Stable

The affirmation reflects S&P's view that Concho will maintain
FFO/debt above 30% in 2016, as it continues to invest in the
Permian Basin.  The company has decent hedges in place for 2016,
which will help limit exposure to commodity prices.  S&P's
estimates incorporate the reduction in our oil and natural gas
price assumptions, a year-over-year reduction in capital spending,
and a slight production decline in 2016.

Denbury Resources Inc.: Corporate Credit Rating Lowered To 'B' From
'BB-'; Outlook Negative

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 its assumption
of significantly reduced capital spending and a moderate production
decline in 2016.  S&P expects FFO/debt to fall and remain well
below 12% over the next two years, which S&P views as too low for a
'BB-' rating, given S&P's assessment of a fair business risk
profile.  S&P now views Denbury's financial risk profile as highly
leveraged.  The negative outlook reflects the potential for a
downgrade if the company pursues a debt exchange that S&P could
view as distressed.

Diamondback Energy Inc.: 'B+' Corporate Credit Rating Affirmed;
Outlook Stable

The affirmation reflects S&P's view that Diamondback will maintain
FFO/debt above 45% over the next two years as it continues to
invest its capital in the Permian Basin while maintaining a
conservative capital structure.  The outlook is stable, reflecting
S&P's view that Diamondback will continue to develop its
properties, increasing production and proved reserves with little
deterioration in current credit measures or liquidity.

Endeavor Energy Resources L.P.: Corporate Credit Rating Lowered To
'B-' From 'B'; Outlook Stable

The downgrade reflects S&P's estimates that the company's credit
measures will weaken as a result of S&P's revised price deck
assumptions, a decline in production due to decreased capital
spending and asset sales, and hedges rolling off in 2016.  Given
S&P's assumptions, it expects FFO/debt to remain well below 12% for
2016 and 2017 and debt to EBITDA above 7x.  The stable outlook
reflects S&P's view that Endeavor's leverage will improve slightly
starting in 2017 and liquidity will remain adequate.

Energen Corp.: 'BB' Corporate Credit Rating Affirmed; Outlook
Stable

Although credit measures should weaken for Energen in 2016 under
S&P's revised price assumptions, it expects them to remain adequate
for the rating.  S&P expects FFO/debt above 35% over the next two
years as the company reduces spending more in line with the
extended low hydrocarbon prices.  The stable outlook reflects S&P's
view that the company's leverage will improve slightly in 2017 and
liquidity will remain adequate.

EP Energy LLC: Corporate Credit Rating Lowered To 'B' From 'BB-;
Outlook Stable

The downgrade reflects S&P's expectation of a material increase in
debt leverage and worsening credit measures following the reduction
in our oil and natural gas price deck assumptions. Despite S&P's
expectation that EP will take measures to limit negative cash
flows, S&P expects FFO/debt to average below 12% and debt/EBITDA to
average above 5x over the next 18 to 24 months, under S&P's base
case assumptions.  As a result, S&P has lowered its financial risk
profile to highly leveraged from aggressive. The stable outlook
reflects S&P's expectation that average FFO/debt will remain above
7% over the next 12 months.

EV Energy Partners L.P.: Corporate Credit Rating Lowered To 'CCC+'
From 'B'; Outlook Negative

The downgrade reflects S&P's expectation for EV Energy Partners to
experience increased leverage and worsening credit measures
following the reduction in S&P's oil and natural gas price deck
assumptions.  Despite EV Energy Partners recent reduction in its
distribution, S&P expects FFO/debt of about 6% and debt/EBITDAX of
over 8x in 2016, which S&P views as unsustainable.  S&P continues
to view the company's liquidity as adequate.  The negative outlook
reflects the potential for lower ratings if S&P do not believe that
EV Energy Partners would be able to meet its debt obligations.

Fieldwood Energy LLC: Corporate Credit Rating Lowered To 'CCC' From
'B'; Outlook Negative

The downgrade reflects S&P's expectation for Fieldwood to
experience increased leverage and worsening credit measures
following the reduction in our oil and natural gas price deck
assumptions.  The downgrade also incorporates S&P's assumption of
reduced capital spending and about flat production in 2016.  S&P
expects FFO/debt to fall to below 12% over the next two years.  S&P
views Fieldwood's financial risk profile as highly leveraged. S&P
views the company's liquidity as less than adequate based on its
assumptions and a potential decrease in the company's borrowing
base.

Gastar Exploration Inc.: Corporate Credit Rating Lowered To 'CCC+'
From 'B-'; Outlook Negative; Senior Secured Notes Lowered To
'CCC-' From 'CCC+' (Recovery Rating: '6')

The downgrade reflects S&P's expectation for Gastar to experience
increased leverage and worsening credit measures following the
reduction in S&P's oil and natural gas price deck assumptions.  S&P
now expects FFO/debt of about 6% and debt/EBITDAX of over 7x in
2016.  S&P expects credit measures to further deteriorate in 2017.
S&P now views Gastar's credit measures as unsustainable.  S&P
continues to view the company's liquidity as adequate.  The
negative outlook reflects the potential for lower ratings if S&P do
not believe that Gastar will be able to meet its debt obligations.
S&P also lowered the rating on the company's senior secured notes
reflecting an updated PV-10 from the company at S&P's recovery
price deck.

Gulfport Energy Corp.: 'B+' Corporate Credit Rating Affirmed;
Outlook Stable.

The affirmation reflects S&P's view that Gulfport will maintain
FFO/debt close to 30% in 2016, as it continues to invest and grow
production in the Utica shale.  The company has good hedges in
place in 2016, which will help limit exposure to commodity prices.
S&P's estimates incorporate the reduction in its oil and natural
gas price assumptions, a modest year-over-year reduction in capital
spending, and strong production growth in 2016.

Hilcorp Energy I L.P.: 'BB+' Corporate Credit Rating Affirmed;
Outlook Stable

S&P has affirmed its rating on Hilcorp, reflecting S&P's
expectation that FFO/debt will remain in excess of 30% on average
over the next three years under S&P's revised price assumptions.
Although S&P forecasts this ratio to fall to about 25% at year-end
2016 due to the absence of oil hedges this year and a small
decrease in production, S&P projects FFO/debt to be in excess of
40% in 2017 and 2018 as the company benefits from a stronger hedge
portfolio and production growth resumes.  The stable outlook
reflects S&P's expectation that the company will maintain a prudent
policy regarding capital spending and acquisitions through the
industry downturn.

Jonah Energy LLC: 'B+' Corporate Credit Rating Affirmed; Outlook
Stable.

The affirmation reflects S&P's view that Jonah will maintain
FFO/debt over 20% in 2016, as it continues to focus on the Jonah
field.  The company has good hedges in place in 2016, which will
help limit exposure to commodity prices.  S&P's estimates
incorporate the reduction in our oil and natural gas price
assumptions, a modest year-over-year reduction in capital spending,
and a modest decline in production in 2016.

Kosmos Energy Ltd.: 'B' Corporate Credit Rating Affirmed; Outlook
Stable

The affirmation reflects S&P's expectation that Kosmos should
maintain FFO/debt in the 25%-30% range over the next couple of
years under S&P's revised price assumptions.  S&P's forecasts
incorporate a significant increase in production in 2017 and 2018,
as the company starts, and then ramps up production at its TEN
field.  Access to an undrawn $1.5 billion U.S.-based revolving
credit facility supports Kosmos' liquidity.

Legacy Reserves L.P.: Corporate Credit Rating Lowered To 'B-' From
'B'; Outlook Stable; 'CCC+' Senior Unsecured Note Rating Placed On
CreditWatch Negative

The downgrade reflects S&P's estimates that the company's credit
measures will weaken as a result of S&P's revised price deck
assumptions, a potential decline in production due to decreased
capital spending, and hedges rolling off in 2016.  Given S&P's
assumptions, it expects FFO/debt to remain well below 12% for 2016
and 2017 and debt/EBITDA above 7x.  The stable outlook reflects
S&P's view that the company's leverage will improve slightly in
2017 and liquidity will remain adequate.  At the same time, S&P
lowered the rating on the company's unsecured debt to 'CCC+' from
'B-' and placed it on CreditWatch with negative implications, which
reflects the likelihood S&P could lower the issue-level rating
further based on the year-end 2015 PV-10 valuation using S&P's
updated recovery price deck assumptions.

Lonestar Resources America Inc.: 'B-' Corporate Credit Rating
Affirmed; Outlook Stable; 'CCC+' Senior Unsecured Issue-Level
Rating Placed On CreditWatch Negative

The affirmation reflects S&P's view that Lonestar will maintain
FFO/debt above 12% over the next 12 months, even as its cuts back
its capital spending and growth projections for 2016.  At the same
time, S&P has placed the unsecured debt rating on CreditWatch with
negative implications, which reflects the likelihood S&P could
lower the issue-level rating based on the year-end 2015 PV-10
valuation using S&P's updated recovery price deck assumptions.

Matador Resources Co.: 'B' Corporate Credit Rating Affirmed;
Outlook Stable; 'B-' Senior Unsecured Issue-Level Rating Placed On
CreditWatch Negative

The affirmation reflects S&P's expectation that Matador's debt
ratios will weaken over the next couple of years under S&P's
revised price assumptions, but will remain adequate for the current
rating.  While Matador's debt measures are currently strong for the
rating, S&P forecasts the company will materially outspend cash
flow as it continues to grow reserves and production in the
Delaware basin, and S&P believes FFO/debt will fall in the 15%-20%
range over the next couple of years.  Still, S&P views this level
as appropriate for the ratings.  The CreditWatch placement reflects
the potential for a downgrade of the issue-level rating on the
notes following the revision of our recovery price deck for natural
gas to $3.00 from $3.50.  S&P will resolve the CreditWatch
placement once it receives an updated PV-10 under its new recovery
price assumptions.

MD America Energy LLC: Corporate Credit Rating Lowered To 'CCC'
From 'B-'; Outlook Developing; 'CCC' Senior Secured Issue-Level
Rating Placed on CreditWatch Developing

The downgrade reflects S&P's view that MD America's capital
structure has become unsustainable under our revised price
assumptions, and that the company is likely to breach its asset
coverage covenant unless it receives support from its mother
company Meidu Holding Co. Ltd., or can negotiate an amendment with
its debtholders.  The outlook is developing, reflecting S&P's view
that it could either raise or lower the rating over the next 12
months depending on the timely receipt of capital contributions
from Meidu to avert potential liquidity issues.  The CreditWatch
placement of the term loan rating reflects the potential for a
downgrade or upgrade based on an updated PV-10 as of year-end 2015
and the company's capital structure.

Memorial Production Partners L.P.: Corporate Credit Rating Lowered
To 'B-' From 'B'; Outlook Negative

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 the company's strong
hedge portfolio and S&P's expectation of a sharp reduction in
capital spending over the next two years, S&P forecasts FFO/debt to
fall to about 10% over the next two years under S&P's revised price
assumptions.  The negative outlook reflects the potential for a
downgrade if liquidity deteriorated substantially as a result of a
borrowing-base reduction or lower-than-expected cash flows, or if
S&P viewed the capital structure as unsustainable.

Memorial Resource Development Corp. (MRD): 'B' Corporate Credit
Rating Affirmed; Outlook Positive; 'BB-' Senior Secured and 'B-'
Senior Unsecured Debt Ratings Placed On CreditWatch Negative

S&P has affirmed its 'B' corporate credit rating on MRD, reflecting
S&P's expectation that the company will maintain leverage of about
3x on average under S&P's revised price assumptions.  The positive
outlook continues to reflect the likelihood of an upgrade if MRD
increases the size of proved developed reserves and production to
levels more in line with 'B+' rated peers, while keeping leverage
below 5x.  S&P has placed its issue-level ratings on the company's
debt on CreditWatch with negative implications, reflecting the
potential that S&P could lower the issue-level ratings following
the revision of its recovery price deck for natural gas to $3.00
from $3.50.  S&P will resolve the CreditWatch placement once it
receives an updated PV-10 under S&P's new recovery price
assumptions.

Northern Oil And Gas Inc.: Corporate Credit Rating Lowered To 'B-'
From 'B'; Outlook Negative; 'CCC+' Senior Unsecured Issue Placed On
CreditWatch Negative

The downgrade reflects S&P's estimates for Northern Oil And Gas to
experience significantly increased leverage following the reduction
in S&P's oil and natural gas price deck assumptions and only a
modest amount of expected 2016 production hedged.  At the same
time, S&P lowered the rating on the company's unsecured debt to
'CCC+ from 'B-' and placed it on CreditWatch with negative
implications, which reflects the likelihood S&P could lower the
issue-level rating further based on the year-end 2015 PV-10
valuation using S&P's updated recovery price deck assumptions. S&P
expects weighted-average debt to EBITDA to weaken to above 7x, and
FFO/debt to drop below 10%.  The negative outlook reflects the
potential for a lower rating within the next year if liquidity
deteriorates significantly more than S&P's expectations at the
upcoming spring or fall redeterminations, or if the company enters
into debt exchanges, given the current market value of its
unsecured notes, which S&P could view as distressed exchanges.

Oasis Petroleum Inc.: Corporate Credit Rating Lowered To 'B+' From
'BB-'; Outlook Negative

The downgrade reflects S&P's expectation for Oasis Petroleum to
experience increased leverage and worsening credit measures
following the reduction in S&P's oil and natural gas price deck
assumptions.  Despite S&P's expectation of a reduction in capital
spending for 2016, it expects FFO/debt to fall below 15% and
debt/EBITDA to exceed 5x over the next two years.  S&P now views
Oasis' financial profile as highly leveraged.  S&P applies a
one-notch uplift to the 'b' anchor rating to reflect debt ratios
that will be at the higher end of the highly leveraged category.
The negative outlook reflects the potential for a downgrade if S&P
expected FFO/debt to fall well below 12% for a prolonged period.

PDC Energy Inc.: 'B+' Corporate Credit Rating Affirmed; Outlook
Stable

S&P has affirmed the ratings on PDC Energy, reflecting S&P's
expectation that the company will continue to maintain conservative
financial policies such that FFO/debt will average above 20%
through 2017.  The company is supported by good hedges in 2016 and
S&P's expectation that liquidity will remain adequate.  S&P's
assumptions include the company's production expectation in 2016
and lower capital expenditures.

QEP Resources Inc.: 'BB+' Corporate Credit Rating Affirmed; Outlook
Revised To Negative From Stable.

The negative outlook reflects S&P's expectation that in the context
of lower oil and gas prices, the company's credit measures will be
at the low end of S&P's expectations for the ratings over the next
three years.  QEP is favorably hedged in 2016 and S&P estimates the
company enters the year with substantial liquidity, including cash
on hand and an undrawn unsecured $1.8 billion credit facility.  S&P
anticipates that QEP will modestly outspend internally generated
cash flow this year, however, resulting in weakening debt leverage.


Range Resources Corp.: 'BB+' Corporate Credit Rating Affirmed;
Outlook Revised To Negative From Stable.

The negative outlook reflects S&P's expectation that the company's
credit measures will fall below its expectations for the ratings
over the next two years, largely due to lower oil and natural gas
prices.  Range has a favorable gas price hedge position in 2016,
and enters the year with ample liquidity, including a largely
undrawn $2 billion credit facility.  The company also will likely
achieve improved price realizations due to Appalachian gas takeaway
capacity.  S&P estimates, however, that the company will outspend
internally generated cash flow by a substantial amount this year,
resulting in weaker credit measures.  S&P notes that proceeds from
asset sales could provide an opportunity to improve the company's
balance sheet.  

Resolute Energy Corp.: Corporate Credit Rating Lowered To 'CCC'
From 'B-'; Outlook Negative; 'CCC' Senior Secured Issue Rating
Placed On CreditWatch Negative

The downgrade reflects S&P's expectation that Resolute's debt
leverage will increase to what we consider unsustainable levels by
2017 as favorable hedges roll off in 2016.  Under S&P's recently
revised price assumptions and base-case assumptions, it expects
that debt/EBITDA could well exceed 10x by 2017.  The negative
outlook reflects S&P's expectation for significantly diminished
cash flows in 2017, resulting in the potential for Resolute to
refinance its debt at subpar terms, which S&P would consider a
selective default.  Finally, S&P placed the senior secured ratings
on CreditWatch with negative implications, reflecting the potential
to lower the rating if recovery prospects materially decline under
S&P's revised price assumptions for recovery PV-10 valuations.

Rice Energy Inc.: 'B' Corporate Credit Rating Affirmed; Outlook
Stable

S&P has affirmed its 'B' corporate credit rating and maintained the
stable rating outlook on Rice.  S&P expects that the company will
continue to increase overall production and reserves, while
maintaining adequate liquidity.  In S&P's base-case scenario, it
would expect the company to maintain a weighted-average FFO/total
debt ratio in the 12% to 20% range and total debt/EBITDA between 4x
and 5x on a sustained basis.

RSP Permian Inc.: 'B+' Corporate Credit Rating Affirmed; Outlook
Stable; Senior Unsecured Issue Rating Raised To 'B+' From 'B'
(Recovery Rating: '4')

S&P has affirmed the ratings on RSP Permian, reflecting S&P's
expectation that the company will continue to maintain conservative
financial policies such that FFO/debt will average above 12%
through 2017.  It is S&P's expectation that liquidity will remain
adequate.  S&P's assumptions include the company's production
expectations in 2016 and capital spending.  The higher issue-level
rating reflects a change in S&P's recovery expectation based on
company-provided year-end 2015 PV-10 reserves.

Sanchez Energy Corp.: 'B' Corporate Credit Rating Affirmed; Outlook
Revised To Negative From Stable

The outlook revision reflects S&P's expectation that Sanchez Energy
will experience increased leverage following the reduction in S&P's
oil and natural gas price assumptions, along with lower capital
spending and a flat to modestly year-over-year production decline
in 2016.  The negative outlook reflects S&P's estimate that
FFO/debt could fall below 6% and debt/EBITDAX could exceed 7x for a
sustained period if the company pursues a more aggressive financial
policy or crude oil and natural gas prices weaken further than S&P
currently anticipates.

SM Energy Co.: Corporate Credit Rating Lowered To 'BB-' From 'BB';
Outlook Stable; Senior Unsecured Rating Lowered To 'B+' From 'BB'
(Recovery Rating: '5')

The downgrade reflects projected credit measures will be below
S&P's expectations for the 'BB' rating following the reduction in
its crude oil and natural gas price assumptions.  Under S&P's
assumptions, it expects FFO/debt to remain slightly above 20% in
2016, but the ratio continues to trend downward in 2017, which
resulted in S&P's revising SM Energy's financial risk profile to
aggressive from significant.  The change in recovery and the
unsecured issue-level rating reflects S&P's updated recovery price
deck for the company's year-end 2015 PV-10 reserves.

Stone Energy Corp.: Corporate Credit Rating Lowered To 'CCC+' From
'B'; Outlook Negative; Senior Unsecured Rating Lowered To 'CCC+'
From 'B-' (Recovery Rating: '3')

The downgrade reflects S&P's expectation for Stone Energy to
experience increased leverage and worsening credit measures
following the reduction in S&P's oil and natural gas price deck
assumptions, and incorporates its assumption of reduced capital
spending and a production decline in 2016.  S&P now expects
FFO/debt to fall to below 12% over the next two years.  S&P now
views Stone's financial risk profile as highly leveraged.  S&P
views the company's liquidity as less than adequate based on S&P's
assumptions and a potential decrease in the company's borrowing
base.  Additionally, S&P notes that the company has refinancing
risk with convertible bonds coming due in March 2017.  The 'CCC+'
senior unsecured issue rating reflects an updated year-end 2015
PV-10 from the company at our distressed price deck.

Templar Energy LLC: Corporate Credit Rating Lowered To 'CCC-' From
'B-'; Outlook Negative; 'CC' Senior Secured Issue Rating Placed on
CreditWatch Negative

The downgrade reflects S&P's view of the company's current draw on
its reserve-based lending facility and the likelihood the company
could be overdrawn on the facility during the fall borrowing-base
redeterminations.  In such a scenario, the company would be forced
to restructure debt with lenders, a transaction S&P would likely
consider as distressed, or face a default.  At the same time, S&P'
lowered the rating on the company's unsecured debt to 'CC' from
'CCC+' and placed it on CreditWatch with negative implications,
which reflects the likelihood S&P could lower the issue-level
rating further based on the company-provided year-end 2015 PV-10
valuation using S&P's updated recovery price deck assumptions.

Triangle USA Petroleum Corp.: Corporate Credit Rating Lowered To
'CCC' From 'B-'; Outlook Negative

The downgrade reflects S&P's estimates for significantly increased
leverage given the Triangle's modest 2016 hedge position and the
reduction in S&P's oil and natural gas price deck assumptions.  S&P
now expects FFO/debt to drop to the mid-single-digit-percentage
area, with debt to EBITDA exceeding 8x, which S&P views to be
unsustainable.  The negative outlook reflects the potential for a
lower rating over the next year should liquidity deteriorate
significantly in 2016, if Triangle breaches covenants, or if it
enters into debt exchanges, given the current market value of its
unsecured notes, which S&P could view as distressed exchanges.

Unit Corp.: Corporate Credit Rating Lowered To 'B+' From 'BB-';
Outlook Stable

The downgrade reflects S&P's expectation for Unit to experience
increased leverage and worsening credit measures following the
reduction in S&P's oil and natural gas price deck assumptions.
S&P's assessment incorporates its assumption of reduced capital
spending and a moderate production decline in 2016.  S&P now
expects FFO/debt to fall to about 20% over the next two years.  S&P
continues to view the company's liquidity as adequate.

Vine Oil & Gas L.P.: 'B' Corporate Credit Rating Affirmed; Outlook
Revised To Negative From Stable

The affirmation reflects S&P's unchanged expectation that Vine will
develop its acreage and increase production and reserves rapidly
over the next two years.  S&P notes that the company's cash flows
and liquidity are supported by a substantial hedging portfolio and
access to a revolving credit facility with a floor of $350 million
in the next 12 to 24 months.  The outlook revision reflects the
potential for a downgrade if the company is not able to fund its
aggressive capital spending plans next year.

W&T Offshore Inc.: Corporate Credit Rating Lowered To 'B-' From
'B'; Outlook Negative; 'B+' Senior Secured And 'CCC+' Senior
Unsecured Ratings Affirmed; (Recovery Ratings: '1' and '5',
Respectively)

The downgrade reflects S&P's expectation for W&T to experience
increased leverage and worsening credit measures following the
reduction in S&P's oil and natural gas deck assumptions.  S&P
expects FFO/debt of about 4% and debt/EBITDAX approaching 8x in
2016, which S&P views as approaching unsustainable levels.  S&P
continues to view the company's liquidity as adequate.  The
negative outlook reflects the potential for lower ratings if S&P
came to view leverage as unsustainable or liquidity as less than
adequate.  S&P affirmed the debt issues ratings based on an updated
PV-10 from the company at S&P's distressed price deck and a lower
borrowing base on its credit facility following the sale of its
Permian Basin assets.  The issue-level rating on the company's
second-lien term loan remains 'B+' (two notches above the corporate
credit rating) and the issue-level rating on the company's
unsecured notes remains 'CCC+' (one notch below the corporate
credit rating).

Whiting Petroleum Corp.: Corporate Credit Rating Lowered To 'B+'
From 'BB'; Outlook Negative

The downgrade reflects S&P's expectation for Whiting to experience
increased leverage following the reduction in S&P's oil and natural
gas price deck assumptions, along with significantly lower capital
spending and a significant production decline in 2016.  S&P now
expects FFO/debt to fall and remain below 12% over the next two
years.  As a result, S&P is revising its financial risk profile to
highly leveraged from aggressive.  The negative outlook reflects
S&P's view that leverage could continue to deteriorate unless the
company completes additional asset sales as planned.

RATINGS LIST

Alta Mesa Holdings L.P.
Downgraded
                           To                    From
Corporate credit rating   CCC+/Negative/--      B-/Negative/--

Issue-Level Rating Affirmed
Alta Mesa Holdings L.P.
Alta Mesa Finance Services Corp.
  Senior unsecured         CCC+

Antero Resources Corp
Rating Affirmed
Corporate credit rating   BB/Stable/--

Approach Resources Inc.
Downgraded
                           To                    From
Corporate credit rating   CCC+/Negative/--        B/Stable/--

Issue-Level Ratings Lowered; On CreditWatch
                           To                    From
  Senior unsecured         CCC/Watch Neg         B-

Bill Barrett Corp.
Downgraded
                           To                    From
Corporate credit rating   B-/Stable/--          B/Stable/--

Bonanza Creek Energy Inc.
Downgraded
                           To                    From
Corporate credit rating    B-/Negative/--        B/Stable/--

Breitburn Energy Partners L.P.
Downgraded
                           To                    From
Corporate credit rating    B-/Negative/--        B/Negative/--

Carrizo Oil & Gas Inc.
Affirmed; Outlook Revised
                            To                   From
Corporate credit rating     B+/Negative/--       B+/Stable/--

Issue-Level Rating Raised
                            To                   From
  Senior unsecured          B+                   B

Clayton Williams Energy Inc.
Downgraded
                            To                  From
Corporate credit rating    CCC+/Negative/--    B-/Negative/--

CrownRock L.P.
Affirmed
Corporate credit rating    B+/Stable/--

Concho Resources Inc.
Affirmed
Corporate credit rating    BB+/Stable/--

Denbury Resources Inc.
Downgraded
                            To                  From
Corporate credit rating    B/Negative/--       BB-/Negative/--

Diamondback Energy Inc.
Affirmed
Corporate credit rating    B+/Stable/--

Endeavor Energy Resources L.P.
Downgraded
                            To                  From
Corporate credit rating    B-/Stable/--        B/Negative/--

Energen Corp.
Affirmed
Corporate credit rating     BB/Stable/--

EP Energy LLC
Downgraded
                            To                  From
Corporate credit rating    B/Stable/--         BB-/Stable/--

EV Energy Partners L.P.
Downgraded
                            To                  From
Corporate credit rating    CCC+/Negative/--    B/Negative/--

Fieldwood Energy LLC
Downgraded
                            To                  From
Corporate credit rating    CCC/Negative/--     B/Negative/--

Gastar Exploration Inc.
Downgraded
                            To                  From
Corporate credit rating    CCC+/Negative/--    B-/Stable/--

Issue-Level Rating Lowered
  Senior secured            CCC-                CCC+
   
Gulfport Energy Corp.
Affirmed
Corporate credit rating    B+/Stable/--

Hilcorp Energy I L.P.
Affirmed
Corporate credit rating    BB+/Stable/--

Jonah Energy LLC
Affirmed
Corporate credit rating    B+/Stable/--

Kosmos Energy Ltd.
Affirmed
Corporate credit rating     B/Stable/--

Legacy Reserves L.P.
Downgraded
                            To                  From
Corporate credit rating    B-/Stable/--        B/Stable/--

Issue-Level Rating Lowered; On CreditWatch
                            To                  From
Legacy Reserves L.P.
Legacy Reserves Finance Corp.
  Senior unsecured          CCC+/Watch Neg      B-

Lonestar Resources America Inc.:
Affirmed
Corporate credit rating    B-/Stable/--

Issue-Level Rating On CreditWatch
                            To                  From
  Senior unsecured          CCC+/Watch Neg      CCC+

Matador Resources Co.
Affirmed
Corporate credit rating    B/Stable/--

Issue-Level Rating On CreditWatch
                            To                  From
  Senior unsecured          B-/Watch Neg         B-

MD America Energy LLC
Downgraded
                            To                  From
Corporate credit rating    CCC/Developing/--   B-/Stable/--

Issue-Level Rating On CreditWatch
                            To                  From
  Senior secured            CCC/Watch Dev       B-

Memorial Production Partners L.P.
Downgraded
                            To                  From
Corporate credit rating    B-/Negative/--      B/Stable/--

Memorial Resource Development Corp.
Affirmed
Corporate credit rating    B/Positive/--

Issue-Level Ratings On CreditWatch
                            To                  From
Memorial Resource Development Corp.
Memorial Resource Development LLC
  Senior secured            BB-/Watch Neg       BB-

Memorial Resource Development Corp.
Memorial Resource Development LLC
Memorial Resource Finance Corp.
  Senior unsecured          B-/Watch Neg        B-

Northern Oil And Gas Inc.
Downgraded
                            To                  From
Corporate credit rating    B-/Negative/--      B/Negative/--

Issue-Level Rating Lowered, On CreditWatch
                            To                  From
  Senior unsecured          CCC+/Watch Neg      B-

Oasis Petroleum Inc.
Downgraded
                            To                  From
Corporate credit rating     B+/Negative/--      BB-/Stable/--

PDC Energy Inc.
Affirmed
Corporate credit rating     B+/Stable/--

QEP Resources Inc.
Affirmed; Outlook Revised
                            To                  From
Corporate credit rating  BB+/Negative/--    BB+/Stable/--

Range Resources Corp.
Affirmed; Outlook Revised
                            To                  From
Corporate credit rating  BB+/Negative/--    BB+/Stable/--

Resolute Energy Corp.
Downgraded
                            To                  From
Corporate credit rating    CCC/Negative/--     B-/Negative/--

Issue-Level Rating Lowered; On CreditWatch
                            To                  From
Senior secured             CCC/Watch Neg       B-

Rice Energy Inc.
Affirmed
Corporate credit rating     B/Stable/--

RSP Permian Inc.
Affirmed
Corporate credit rating    B+/Stable/--

Issue-Level Rating Raised
                            To                  From
  Senior unsecured          B+                  B

Sanchez Energy Corp.
Affirmed
                            To                  From
Corporate credit rating    B/Negative/--       B/Stable/--

SM Energy Co.
Downgraded
                            To                  From
Corporate credit rating    BB-/Stable/--     BB/Stable/--

Issue-Level Rating Lowered
                            To                  From
  Senior unsecured          B+                  BB

Stone Energy Corp.
Downgraded
                            To                  From
Corporate credit rating    CCC+/Negative/--      B/Stable/--

Issue-Level Rating Lowered
                            To                  From
  Senior unsecured          CCC+                B-

Templar Energy LLC
Downgraded
                            To                  From
Corporate credit rating    CCC-/Negative/--    B-/Negative/--

Issue-Level Rating Lowered, Placed On CreditWatch
                            To                  From
  Senior secured            CC/Watch Negative   CCC+             

Triangle USA Petroleum Corp.
Downgraded
                            To                  From
Corporate credit rating    CCC/Negative/--     B-/Negative/--

Unit Corp.
Downgraded
                            To                  From
Corporate credit rating    B+/Stable/--        BB-/Stable/--

Vine Oil & Gas L.P.
Affirmed; Outlook Revised
                            To                  From
Corporate credit rating    B/Negative/--       B/Stable/--

W&T Offshore Inc.
Downgraded
                            To                  From
Corporate credit rating    B-/Negative/--      B/Stable/--

Issue-Level Ratings Affirmed
  Senior secured            B+
  Senior Unsecured          CCC+

Whiting Petroleum Corp.
Downgraded
                            To                  From
Corporate credit rating    B+/Negative/--      BB/Stable/--


[*] Waller Lansden Adds 13 Attorneys from Taube Summers in Austin
-----------------------------------------------------------------
Lawyers from Taube Summers Harrison Taylor Meinzer Brown, LLP, a
bankruptcy and civil litigation boutique firm in Austin, Texas,
have joined Waller Lansden Dortch & Davis, LLP, a provider of legal
services to the healthcare, financial services, technology, retail
and hospitality industries.

Thirteen trial attorneys with reputations for handling significant
and complex litigation and bankruptcy restructuring have joined
Waller's Austin office which the firm opened in 2012.  

Taube Summers is recognized by Best Lawyers as a Tier One law firm
in Texas with top-tier rankings in Bankruptcy and Creditor Debtor
Rights/Insolvency and Reorganization Law; Commercial Litigation;
Litigation-Banking & Finance; Litigation-Bankruptcy; and
Litigation-Real Estate.

"Joining forces with Taube Summers presents a very real competitive
advantage for our clients and our law firm," said Waller chairman
Matt Burnstein.  "These are battle-tested trial attorneys who have
earned reputations for getting results in high‐stakes and
high-pressure litigation."

Waller now has more than 225 attorneys in Nashville and Memphis,
Tenn., Birmingham, Ala. and Austin.  

The 13 attorneys who joined Waller are:

   1. Eric J. Taube
   2. Rick Harrison
   3. Mark C. Taylor
   4. B. Neal Meinzer
   5. Kevin Brown –
   6. S. Alex King
   7. Paul Matula
   8. Jamie McGonigal –
   9. Morris D. Weiss
  10.Christopher G. Bradley
  11. Cleveland R. Burke
  12. Rola Daaboul
  13. Andrew Preston Vickers


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Legacy Real Estate Group LLC
   Bankr. D. Ariz. Case No. 15-13773
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/azb15-13773.pdf
         represented by: J. Murray Zeigler, Esq.
                         ZEIGLER LAW GROUP, PLC
                         E-mail: murray@zeiglerlawgroup.com

In re Connie Minh Chen
   Bankr. C.D. Cal. Case No. 15-26465
      Chapter 11 Petition filed October 27, 2015

In re Henry A Melendez
   Bankr. C.D. Cal. Case No. 15-26486
      Chapter 11 Petition filed October 27, 2015

In re Teresita Laguna
   Bankr. N.D. Cal. Case No. 15-43297
      Chapter 11 Petition filed October 27, 2015

In re Richard E. Patterson and Cassandra R. Patterson
   Bankr. M.D. Fla. Case No. 15-09123
      Chapter 11 Petition filed October 27, 2015

In re Horizon Construction Management Services, LLC
   Bankr. M.D. Fla. Case No. 15-10787
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/flmb15-10787.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re Christian Dwyer Twigg-Smith
   Bankr. D. Haw. Case No. 15-01299
      Chapter 11 Petition filed October 27, 2015

In re Corporate Support Services Of Nevada, Inc.
   Bankr. D. Nev. Case No. 15-16084
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/nvb15-16084.pdf
         represented by: David M. Crosby, Esq.
                         CROSBY & FOX, LLC
                         E-mail: info@crosby.lvcoxmail.com

In re Jeffery Hartman
   Bankr. D. Or. Case No. 15-63590
      Chapter 11 Petition filed October 27, 2015

In re David Lee Horner
   Bankr. E.D. Tenn. Case No. 15-33189
      Chapter 11 Petition filed October 27, 2015

In re Team Work Ready, Inc.
   Bankr. S.D. Tex. Case No. 15-35634
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/txsb15-35634.pdf
         represented by: Reese W Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Team Work Ready Baton Rouge, Inc.
   Bankr. S.D. Tex. Case No. 15-35635
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/txsb15-35635.pdf
         represented by: Reese W Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Federal Work Ready, Inc.
   Bankr. S.D. Tex. Case No. 15-35636
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/txsb15-35636.pdf
         represented by: Reese W Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Federal Work Ready North, Inc.
   Bankr. S.D. Tex. Case No. 15-35637
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/txsb15-35637.pdf
         represented by: Reese W Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Bayou Work Ready, Inc.
   Bankr. S.D. Tex. Case No. 15-35638
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/txsb15-35638.pdf
         represented by: Reese W Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re E. J. Thomas Enterprises, Inc.
   Bankr. W.D. Va. Case No. 15-62029
      Chapter 11 Petition filed October 27, 2015
         See http://bankrupt.com/misc/vawb15-62029.pdf
         represented by: Andrew S Goldstein, Esq.
                         MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
                         E-mail: agoldstein@mglspc.com


In re De Leon Enterprises LLC
   Bankr. N.D. Cal. Case No. 15-43472
      Chapter 11 Petition filed November 11, 2015
         See http://bankrupt.com/misc/flmb15-43472.pdf
         represented by: Marc Voisenat, Esq.
                         LAW OFFICES OF MARC VOISENAT
                         E-mail: voisenatecf@gmail.com

In re Laura Gens
   Bankr. N.D. Cal. Case No. 15-53562
      Chapter 11 Petition filed November 11, 2015
         represented by: Lars T. Fuller, Esq.
                         THE FULLER LAW FIRM
                         E-mail: Fullerlawfirmecf@aol.com

In re 619 N. Calhoun Street, LLC
   Bankr. D. Md. Case No. 15-25677
      Chapter 11 Petition filed November 11, 2015
         See http://bankrupt.com/misc/mdb15-25677.pdf
         represented by: Geri Lyons Chase, Esq.
                         LAW OFFICE OF GERI LYONS CHASE
                         E-mail: gerichase@verizon.net

In re Gossett Corporation, Inc.
   Bankr. E.D. Mich. Case No. 15-56438
      Chapter 11 Petition filed November 11, 2015
         See http://bankrupt.com/misc/mieb15-56438.pdf
         represented by: Scott Kwiatkowski, Esq.
                         GOLDSTEIN BERSHAD & FRIED PC
                         E-mail: scott@bk-lawyer.net

In re Zip Real Estate Investors, LLC
   Bankr. D. Md. Case No. 16-10838
      Chapter 11 Petition filed January 27, 2016
         filed Pro Se

In re Shamim Iftikhar
   Bankr. D. Md. Case No. 16-10840
      Chapter 11 Petition filed January 27, 2016

In re Colours, Inc.
   Bankr. N.D. Ala. Case No. 16-40132
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/alnb16-40132.pdf
         represented by: Robert D McWhorter, Jr, Esq.
                         INZER, HANEY, MCWHORTER & HANEY, LLC
                         E-mail: rdmcwhorter@bellsouth.net

In re Drivers Select, Inc.
   Bankr. W.D. Ark. Case No. 16-70190
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/arwb16-70190.pdf
         represented by: Stanley V Bond, Esq.
                         BOND LAW OFFICE
                         E-mail: attybond@me.com

In re Mat's RNR Enterprises LLC
   Bankr. D. Ariz. Case No. 16-00771
      Chapter 11 Petition filed January 28, 2016
         filed Pro Se

In re 5832 Inc
   Bankr. D. Ariz. Case No. 16-00772
      Chapter 11 Petition filed January 28, 2016
         filed Pro Se

In re King Logistics, LLC
   Bankr. M.D. Fla. Case No. 16-00729
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/flmb16-00729.pdf
         represented by: Suzy Tate, Esq.
                         SUZY TATE, P.A.
                         E-mail: suzy@suzytate.com

In re Beverly Ann Lavigne
   Bankr. D. Me. Case No. 16-20035
      Chapter 11 Petition filed January 28, 2016

In re James H. Alford, Jr.
   Bankr. S.D. Miss. Case No. 16-00238
      Chapter 11 Petition filed January 28, 2016

In re WIND ENTERTAINMENT CORP.
   Bankr. D. Nev. Case No. 16-10391
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/nvb16-10391.pdf
         represented by: Samuel A. Schwartz, Esq.
                         SCHWARTZ FLANSBURG PLLC
                         E-mail: sam@nvfirm.com

In re Ignacio Villarreal Moya and Maria L. Villarreal
   Bankr. D. Nev. Case No. 16-10398
      Chapter 11 Petition filed January 28, 2016

In re Elesia LLC
   Bankr. D.N.J. Case No. 16-11448
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/njb16-11448.pdf
         represented by: Moshe Rothenberg, Esq.
                         LAW OFFICE OF MOSHE ROTHENBERG
                         E-mail: moshe@mosherothenberg.com

In re Wilson Ave Management Corp.
   Bankr. E.D.N.Y. Case No. 16-40341
      Chapter 11 Petition filed January 28, 2016
         Filed Pro Se

In re FSB Development Corp.
   Bankr. E.D.N.Y. Case No. 16-40360
      Chapter 11 Petition filed January 28, 2016
         Filed Pro Se

In re MS Elmsford Snack Mart Inc.
   Bankr. S.D.N.Y. Case No. 16-22106
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/nysb16-22106.pdf
         represented by: H. Bruce Bronson, Jr., Esq.
                         BRONSON LAW OFFICES, P.C.
                         E-mail: ecf@bronsonlaw.net

In re Oklahoma Corporate Resource, Inc
   Bankr. W.D. Okla. Case No. 16-10245
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/okwb16-10245.pdf
         represented by: B David Sisson, Esq.
                         LAW OFFICES OF B DAVID SISSON
                         E-mail: sisson@sissonlawoffice.com

In re SNS Buddies, Inc.
   Bankr. M.D. Penn. Case No. 16-00311
      Chapter 11 Petition filed January 28, 2016
         Filed Pro Se

In re BM Crew, Inc
   Bankr. D.P.R. Case No. 16-00526
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/prb16-00526.pdf
         represented by: Jacqueline Hernandez Santiago, Esq.
                         HERNANDEZ LAW OFFICES
                         E-mail: quiebras1@gmail.com

In re Paonessa Alfombras, Inc.
   Bankr. D.P.R. Case No. 16-00532
      Chapter 11 Petition filed January 28, 2016
         See http://bankrupt.com/misc/prb16-00532.pdf
         represented by: Jorge L Cancio Valdivia, Esq.
                         E-mail: canciolaw@gmail.com

In re GLC Operations, Inc.
   Bankr. C.D. Cal. Case No. 16-10273
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/cacb16-10273.pdf
         represented by: Leonard M Shulman, Esq.
                         SHULMAN HODGES & BASTIAN LLP
                         E-mail: lshulman@shbllp.com

In re Patricia Ann Cooper
   Bankr. C.D. Cal. Case No. 16-10354
      Chapter 11 Petition filed January 29, 2016
         Filed Pro Se

In re Pinnacle Innovation, Inc.
   Bankr. C.D. Cal. Case No. 16-10735
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/cacb16-10735.pdf
         represented by: Todd L Turoci, Esq.
                         THE TUROCI FIRM
                         E-mail: mail@theturocifirm.com

In re Dean Alan Verheiden and Jung Hee Verheiden
   Bankr. N.D. Cal. Case No. 16-30102
      Chapter 11 Petition filed January 29, 2016

In re Anthea Mendez
   Bankr. D. Conn. Case No. 16-20134
      Chapter 11 Petition filed January 29, 2016

In re Nelco MLK Property, LLC
   Bankr. M.D. Fla. Case No. 16-00737
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/flmb16-00737.pdf
         represented by: David W Steen, Esq.
                         DAVID W STEEN, PA
                         E-mail: dwsteen@dsteenpa.com

In re Brad Henry Muller
   Bankr. M.D. Fla. Case No. 16-00788
      Chapter 11 Petition filed January 29, 2016

In re Vercell Vance and MyEtta L. Vance
   Bankr. N.D. Fla. Case No. 16-30085
      Chapter 11 Petition filed January 29, 2016

In re Jeremy Clyde Green
   Bankr. S.D. Fla. Case No. 16-11300
      Chapter 11 Petition filed January 29, 2016

In re Finis Investments, LLC
   Bankr. S.D. Fla. Case No. 16-11366
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/flsb16-11366.pdf
         represented by: Brian K. McMahon, Esq.
                         E-mail: briankmcmahon@gmail.com

In re J.B.B. Enterprises, Inc.
   Bankr. M.D. Ga. Case No. 16-70102
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/gamb16-70102.pdf
         represented by: Wesley J. Boyer, Esq.
                         KATZ, FLATAU, POPSON AND BOYER, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re TrueVine Fellowship Holiness Church Inc.
   Bankr. M.D. Ga. Case No. 16-10188
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/ganb16-10188.pdf
         represented by: Kenneth Mitchell, Esq.
                         GIDDENS, MITCHELL & ASSOCIATES, P.C.
                         E-mail: gmapclaw1@gmail.com

In re RPM Automotive, LLC
   Bankr. D. Minn. Case No. 16-40239
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/mnb16-40239.pdf
         represented by: Steven B Nosek, Esq.
                         STEVEN B. NOSEK, P.A.
                         E-mail: snosek@noseklawfirm.com

In re Victor A. Soriano and Maribel E. Soriano
   Bankr. D. Nev. Case No. 16-10429
      Chapter 11 Petition filed January 29, 2016

In re US Fragrances, Inc
   Bankr. E.D.N.Y. Case No. 16-70387
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/nysb16-70387.pdf
         represented by: Narissa A Joseph, Esq.
                         LAW OFFICE OF NARISSA A. JOSEPH
                         E-mail: njosephlaw@aol.com

In re Connie M. Howat
   Bankr. W.D. Penn. Case No. 16-20295
      Chapter 11 Petition filed January 29, 2016


In re Mega Agrocentro Los Colobos, Inc.
   Bankr. D.P.R. Case No. 16-00652
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/prb16-00652.pdf
         represented by: Jesus Santiago Malavet, Esq.
                         SANTIAGO MALAVET AND SANTIAGO LAW OFFICE
                         E-mail: contactus@smslopsc.com

In re 661 SW 7th Street Trust
   Bankr. S.D. Fla. Case No. 16-11453
      Chapter 11 Petition filed January 31, 2016
         See http://bankrupt.com/misc/flsb16-11453.pdf
         represented by: Brett A Elam, Esq.
                         FARBER + ELAM, LLC
                         E-mail: belam@brettelamlaw.com

In re 671 SW 7th Street Trust
   Bankr. S.D. Fla. Case No. 16-11454
      Chapter 11 Petition filed January 31, 2016
         See http://bankrupt.com/misc/flsb16-11454.pdf
         represented by: Brett A Elam, Esq.
                         FARBER + ELAM, LLC
                         E-mail: belam@brettelamlaw.com

In re Scott Richard Swanson
   Bankr. D. Ariz. Case No. 16-00877
      Chapter 11 Petition filed February 1, 2016

In re David Manoukian
   Bankr. C.D. Cal. Case No. 16-11202
      Chapter 11 Petition filed February 1, 2016
         represented by: Blake J Lindemann, Esq.
                         E-mail: Blake@lawbl.com

In re Richard John Dodds and Cheryl Ann Dodds
   Bankr. D. Colo. Case No. 16-10809
      Chapter 11 Petition filed February 1, 2016

In re Lenny Chi Lai
   Bankr. M.D. Fla. Case No. 16-00844
      Chapter 11 Petition filed February 1, 2016

In re Steven Malone
   Bankr. S.D. Fla. Case No. 16-11472
      Chapter 11 Petition filed February 1, 2016

In re 11385 N.W. 66 LLC
   Bankr. S.D. Fla. Case No. 16-11473
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/flsb16-11473.pdf
         represented by: Alexis S Read, Esq.
                         BLAXBERG, GRAYSON, KUKOFF & TWOMBLY
                         E-mail: alexis.read@blaxgray.com

In re Allan C. Shepley
   Bankr. M.D. Ga. Case No. 16-50200
      Chapter 11 Petition filed February 1, 2016

In re Mustang Central, LLC
   Bankr. M.D. Ga. Case No. 16-50201
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/gamb16-50201.pdf
         represented by: Wesley J. Boyer, Esq.
                         KATZ, FLATAU, POPSON AND BOYER, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Turn4 Logistics, LLC
   Bankr. N.D. Ga. Case No. 16-51846
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/ganb16-51846.pdf
         represented by: M. Denise Dotson, Esq.
                         M. DENISE DOTSON, LLC
                         E-mail: ddotsonlaw@me.com

In re Terry Williams and Christopher Williams, Sr.
   Bankr. D. Md. Case No. 16-11099
      Chapter 11 Petition filed February 1, 2016

In re NewBedford Acushnet, LLC
   Bankr. D. Mass. Case No. 16-10343
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/mab16-10343.pdf
         represented by: Gary M. Hogan, Esq.
                         BAKER, BRAVERMAN & BARBADORO, P.C.
                         E-mail: garyh@bbb-lawfirm.com

In re Joseph Investment, LLC
   Bankr. E.D. Mich. Case No. 16-41206
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/mieb16-41206.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Ronald S Kupetz
   Bankr. S.D.N.Y. Case No. 16-35165
      Chapter 11 Petition filed February 1, 2016

In re Central Laundry, Inc.
   Bankr. E.D. Penn. Case No. 16-10666
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/paeb16-10666.pdf
         represented by: Paul J. Winterhalter, Esq.
                         LAW OFFICES OF PAUL J WINTERHALTER, P.C.
                         E-mail: pwinterhalter@pjw-law.com

In re Timothy W. Krynicki and Michaela M. Krynicki
   Bankr. W.D. Penn. Case No. 16-20328
      Chapter 11 Petition filed February 1, 2016

In re Hopper Transportation LLC
   Bankr. M.D. Tenn. Case No. 16-00617
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/tnmb16-00617.pdf
         represented by: STEVEN L. LEFKOVITZ, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Wendy Oakes Wilhelm
   Bankr. M.D. Tenn. Case No. 16-00627
      Chapter 11 Petition filed February 1, 2016

In re Clint A Ross and Crystal P Ross
   Bankr. W.D. Tenn. Case No. 16-10191
      Chapter 11 Petition filed February 1, 2016

In re Ben Clark, Jr.
   Bankr. E.D. Tex. Case No. 16-40202
      Chapter 11 Petition filed February 1, 2016

In re Van Zandt Holding Company, LLC
   Bankr. E.D. Tex. Case No. 16-60061
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/txeb16-60061.pdf
         represented by: Gordon Mosley, Esq.
                         E-mail: gmosley@suddenlinkmail.com

In re Atlas Extended Stay Homes, LLC
   Bankr. N.D. Tex. Case No. 16-30476
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/txnb16-30476.pdf
         represented by: Edwin Paul Keiffer, Esq.
                         COATS ROSE P.C.
                         E-mail: pkeiffer@coatsrose.com

In re JAMUS Corp.
   Bankr. N.D. Tex. Case No. 16-40505
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/txnb16-40505.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER ATTORNEY, PLLC
                         E-mail: joyce@joycelindauer.com

In re Riverside General Hospital, Inc
   Bankr. S.D. Tex. Case No. 16-30603
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/txsb16-30603.pdf
         represented by: James Q. Pope, Esq.
                         THE POPE LAW FIRM
                         E-mail: ecf@thepopelawfirm.com

In re Rocky Scrap Metal, Inc.
   Bankr. S.D. Tex. Case No. 16-30618
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/txsb16-30618.pdf
         represented by: Nelson M Jones III, Esq.
                         LAW OFFICE OF NELSON M. JONES III
                         E-mail: njoneslawfirm@aol.com

In re Neblett, Inc.
   Bankr. E.D. Va. Case No. 16-30376
      Chapter 11 Petition filed February 1, 2016
         See http://bankrupt.com/misc/vaeb16-30376.pdf
         represented by: Karen M. Crowley, Esq.
                         CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                         E-mail: kcrowley@clrbfirm.com

In re Bertie Susan Brodsky
   Bankr. D. Ariz. Case No. 16-00885
      Chapter 11 Petition filed February 2, 2016

In re The Chosen Chord, Inc.
   Bankr. M.D. Fla. Case No. 16-00875
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/flmb16-00875.pdf
         represented by: Joel S Treuhaft, Esq.
                         PALM HARBOR LAW GROUP, P.A.
                         E-mail: jstreuhaft@yahoo.com

In re BTRM Kaboom LLC
   Bankr. S.D. Fla. Case No. 16-11514
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/flsb16-11514.pdf
         represented by: Julie E Hough, Esq.
                         HOUGH LAW GROUP, P.A.
                         E-mail: jhough@houghlawgroup.com

In re Kalpana J Patel
   Bankr. S.D. Ga. Case No. 16-20067
      Chapter 11 Petition filed February 2, 2016

In re Military Lane, LLC, d/b/a Air, Land and Sea
   Bankr. E.D. Ky. Case No. 16-20116
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/kyeb16-20116.pdf
         represented by: Alan J Statman, Esq.
                         STATMAN, HARRIS & EYRICH, LLC
                         E-mail: ajstatman@statmanharris.com

In re Karen L DeLong
   Bankr. D. Md. Case No. 16-11165
      Chapter 11 Petition filed February 2, 2016

In re Kenneth H Berkland, Jr.
   Bankr. D. Mass. Case No. 16-10357
      Chapter 11 Petition filed February 2, 2016

In re Gary A DeCarlo
   Bankr. E.D. Mich. Case No. 16-41263
      Chapter 11 Petition filed February 2, 2016

In re OpusRx, LLC
   Bankr. S.D. Miss. Case No. 16-00291
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/mssb16-00291.pdf
         represented by: Thomas M Hewitt, Esq.
                         BUTLER SNOW LLP
                         E-mail: thomas.hewitt@butlersnow.com

In re Opus Management Group Jackson LLC
   Bankr. S.D. Miss. Case No. 16-00297
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/mssb16-00297.pdf
         represented by: Thomas M Hewitt, Esq.
                         BUTLER SNOW LLP
                         E-mail: thomas.hewitt@butlersnow.com

In re Huberto Salvador Ochoa
   Bankr. D. Nev. Case No. 16-10463
      Chapter 11 Petition filed February 2, 2016

In re Christopher George Asberger
   Bankr. D. Nev. Case No. 16-10470
      Chapter 11 Petition filed February 2, 2016

In re Albert John Cella
   Bankr. E.D.N.Y. Case No. 16-70425
      Chapter 11 Petition filed February 2, 2016

In re 121-08 Jamaica Avenue LLC
   Bankr. E.D.N.Y. Case No. 16-40437
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/nyeb16-40437.pdf
         represented by: Dawn Kirby Arnold, Esq.
                         DELBELLO DONNELLAN WEINGARTEN WISE ET AL
                         E-mail: dkirby@ddw-law.com

In re Trailer Van Corp
   Bankr. D.P.R. Case No. 16-00754
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/prb16-00754.pdf
         represented by: Joselyn M Ramirez, Esq.
                         JURIS ZONE LAW OFFICES
                         E-mail: jrjmramirez@gmail.com

In re Juanita Faye Filson
   Bankr. M.D. Tenn. Case No. 16-00651
      Chapter 11 Petition filed February 2, 2016

In re Lilly Helene Schaffer
   Bankr. E.D. Tex. Case No. 16-40223
      Chapter 11 Petition filed February 2, 2016

In re Sizzlin Foods, Inc
   Bankr. S.D. Tex. Case No. 16-20049
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/txsb16-20049.pdf
         represented by: William Arthur Whittle, Esq.
                         THE WHITTLE LAW FIRM, PLLC
                         E-mail: ecf@whittlelawfirm.com

In re K4M Construction & Development LLC
   Bankr. S.D. Tex. Case No. 16-30646
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/txsb16-30646.pdf
         represented by: Johnie J Patterson, Esq.
                         WALKER & PATTERSON, PC
                         E-mail: jjp@walkerandpatterson.com

In re L & U Construction Co., LLC
   Bankr. S.D. Tex. Case No. 16-70063
      Chapter 11 Petition filed February 2, 2016
         See http://bankrupt.com/misc/txsb16-70063.pdf
         represented by: Antonio Villeda, Esq.
                         VILLEDA LAW GROUP
                         E-mail: avilleda@mybusinesslawyer.com

In re Todd Goldman
   Bankr. C.D. Cal. Case No. 16-11330
      Chapter 11 Petition filed February 2, 2016

In re Timothy Brandon Dortch
   Bankr. S.D. Ala. Case No. 16-00313
      Chapter 11 Petition filed February 3, 2016

In re Nuala Barton
   Bankr. C.D. Cal. Case No. 16-11380
      Chapter 11 Petition filed February 3, 2016
         represented by: Eliza Ghanooni, Esq.
                         E-mail: eliza@ghanoonilaw.com

In re Russell-Grady LLC
   Bankr. M.D. Fla. Case No. 16-00384
      Chapter 11 Petition filed February 3, 2016
         See http://bankrupt.com/misc/flmb16-00384.pdf
         represented by: Taylor J King, Esq.
                         LAW OFFICES OF MICKLER & MICKLER
                         E-mail: tjking@planlaw.com

In re Kevin James Harrison
   Bankr. M.D. Fla. Case No. 16-00705
      Chapter 11 Petition filed February 3, 2016

In re Rick Khomal Benisasia and Prabhjot Kaur Benisasia
   Bankr. S.D. Fla. Case No. 16-11593
      Chapter 11 Petition filed February 3, 2016

In re Jennifer Marie Price
   Bankr. D. Idaho Case No. 16-00118
      Chapter 11 Petition filed February 3, 2016

In re Reuben Lee Wilson and Kimberly Elizabeth Wilson
   Bankr. D. Idaho Case No. 16-40069
      Chapter 11 Petition filed February 3, 2016

In re Second Avenue Liquor, Inc.
   Bankr. E.D. Mich. Case No. 16-41311
      Chapter 11 Petition filed February 3, 2016
         See http://bankrupt.com/misc/mieb16-41311.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Vincent DeStasio, D. O. LLC
   Bankr. D.N.J. Case No. 16-11955
      Chapter 11 Petition filed February 3, 2016
         See http://bankrupt.com/misc/njb16-11955.pdf
         represented by: Timothy P. Neumann, Esq.
                         BROEGE, NEUMANN, FISCHER & SHAVER
                         E-mail: timothy.neumann25@gmail.com

In re Joy-Kay, Inc.
   Bankr. D.N.J. Case No. 16-11988
      Chapter 11 Petition filed February 3, 2016
         See http://bankrupt.com/misc/njb16-11988.pdf
         represented by: John P. Di Iorio, Esq.
                         SHAPIRO CROLAND REISER APFEL & DI IORIO
                         E-mail: jdiiorio@shapiro-croland.com

In re Mayfair Buffalo Realty LLC
   Bankr. E.D.N.Y. Case No. 16-40454
      Chapter 11 Petition filed February 3, 2016
         Filed Pro Se

In re Armando Guardiola Mata
   Bankr. W.D. Okla. Case No. 16-10302
      Chapter 11 Petition filed February 3, 2016

In re Sherman Menser and Nikita Menser
   Bankr. W.D. Okla. Case No. 16-10306
      Chapter 11 Petition filed February 3, 2016


                            *********

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

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

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

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

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

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

                            *********

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

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

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

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

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

                   *** End of Transmission ***