TCR_Public/160216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, February 16, 2016, Vol. 20, No. 47

                            Headlines

A.M. CASTLE: Moody's Lowers CFR to Ca, Outlook Stable
ADVANTAGE AVIATION: Voluntary Chapter 11 Case Summary
AFFIRMATIVE INSURANCE: Needs Until April 11 to File Plan
ALPHA NATURAL: Steelhead et al. No Longer Hold Equity Stake
ALTA MESA: S&P Lowers CCR to 'CC' on Potential Debt Exchange Offer

AMERICAN APPAREL: Cancels Registration of Securities
AMERICAN AXLE: Posts $236 Million Net Income for 2015
ANDALAY SOLAR: Southridge May Resell 250 Million Common Shares
ARCH COAL: $5-Mil. Payment to Critical Vendors Approved
ARCH COAL: Applies for Protections of Bankruptcy Code

ARCH COAL: Schneider Capital No Longer Holds Equity Stake
ASPEN GROUP: Sophrosyne Capital Reports 1.3% Stake as of Feb. 12
AVAYA INC: Moody's Lowers CFR to Caa1, Outlook Negative
BERRY PLASTICS: Conference Call Held to Discuss Quarter Results
BON-TON STORES: DW Partners Reports 2.9% Stake as of Dec. 31

CANADIAN OIL: Moody's Lowers Sr. Unsecured Rating to Ba3
CCNG ENERGY: Can Tap Graves Dougherty to Handle Corporate Matters
CLEAR CREEK RETIREMENT: Case Summary & 20 Top Unsecured Creditors
CTI BIOPHARMA: Baxalta Reports 14.8% Stake as of Dec. 31
CUMULUS MEDIA: Canyon Capital Reports 2.2% Stake as of Dec. 31

CURO HEALTH: Moody's Raises Sr. Secured Ratings to 'B1'
DANDRIT BIOTECH: Reports $422,000 Net Loss for Second Quarter
DESIGNLINE CORP: Eagle Claim Objection, Glosson Suit Consolidated
DOW CORNING: Has $291M Reserve for Breast Implant Litigation
DOW CORNING: Has Up to $341M Liability to Commercial Creditors

EDWARD C. RICHERME: Bid to Dismiss EA's Suit Denied
EXELIXIS INC: FMR LLC Reports 14.9% Stake as of Dec. 31
EXELIXIS INC: T. Rowe Price Reports 11% Stake as of Dec. 31
FORESIGHT ENERGY: Moody's Lowers CFR to Caa1, Outlook Negative
FPMC SAN ANTONIO: Finds Buyer But Lender Declares Default

FREEDOM COMMUNICATIONS: Wins Nod to Hold March 16 Auction
FREEPORT-MCMORAN INC: S&P Lowers CCR to BB, Altered Outlook to Neg
GOT ROCK: Voluntary Chapter 11 Case Summary
GRASS VALLEY: Green Valley's Estimation Bid Remanded to Bankr. Ct.
GT ADVANCED: Has Deal Reducing Manz Admin. Claim to $375K

HAGGEN HOLDINGS: Auction for 'Core' Stores Moved to Feb. 22
HEALTHWAREHOUSE.COM: Karen Singer Reports 6.2% Stake as of Dec. 31
HECLA MINING: S&P Lowers Rating to 'B-' on Weaker Credit Measures
HEPAR BIOSCIENCE: Amends Schedule of Secured Creditors
HEXION INC: S&P Revises Outlook to Negative on Refinance Risk

HORSEHEAD HOLDING: Court Recognizes Case as Foreign Proceeding
HTH LEARNING: Fitch Affirms 'BB+' Rating on 2008A/B Revenue Bonds
INTERPARK INVESTORS: Case Summary & 20 Top Unsecured Creditors
JAMES RIVER COAL: BNP Paribas Unit Owns 6.4% Equity Stake
JEVIC TRANSPORTATION: Truckers Tell High Court Case Has High Stakes

KRONOS WORLDWIDE: S&P Lowers CCR to 'B', Outlook Stable
LAZARD GROUP: Moody's Puts Ba1 CFR on Review for Upgrade
LEVEL 3: Southeastern Asset Reports 9.2% Stake as of Feb. 12
LOUISIANA OILFIELD: Court Refuses to Lift Stay for Injured Workers
LUIS BURGOS: Goldsmith, US Trustee Deadline to File Briefs Extended

LUVU BRANDS: Posts $224,000 Net Income for Second Quarter
LUZERNE COUNTY: S&P Affirms 'BB+' GO Debt Rating, Off CreditWatch
MAGNUM HUNTER: Continuum Wants Plan Outline to Discuss Its Claims
MAGNUM HUNTER: Disclosure Statement Hearing Adjourned to Feb. 19
MAGNUM HUNTER: Kanbar Wants Plan Outline to Discuss Joint Ventures

MAGNUM HUNTER: Wins Nod to Assume Restructuring Support Agreement
MALIBU LIGHTING: CGPC Buys NCOC Pet Bedding Business for $61MM
MALIBU LIGHTING: Expeditors Asks for Relief From Stay
MALIBU LIGHTING: Has Until May 4 to Decide on Unexpired Leases
MARSHALL MEDICAL: Fitch Affirms 'BB+' Rating on $20MM 2004B Bonds

MATADOR RESOURCES: S&P Raises Rating on Sr. Unsecured Debt to 'B'
MERRIMACK PHARMACEUTICALS: Board OKs $546K Cash Bonus for Execs.
MGM RESORTS: Capital World Holds 4.3% Stake as of Dec. 31
MID-STATES SUPPLY: Meeting of Creditors Set for March 18
MID-STATES SUPPLY: U.S. Trustee Forms Seven-Member Committee

MORGANS HOTEL: Ameriprise Financial Holds 2.7% Stake as of Dec. 31
MORNINGSTAR MARKETPLACE: Plan Withdrawal Approved by Court
MOTORS LIQUIDATION: Has $613-Mil. Net Assets in Liquidation
MURRAY ENERGY: Moody's Lowers CFR to Ca, Outlook Stable
NEW GULF RESOURCES: Can Hire Baker Botts as Bankruptcy Counsel

NGL ENERGY: Moody's Withdraws B2 Rating on $300MM Sr. Unsec. Notes
NPC INT'L: Moody's Alters Outlook to Stable & Affirms B2 CFR
OFFSHORE DRILLING: Fitch Affirms 'B+' IDRs, Off Negative Watch
OFFSHORE DRILLING: S&P Lowers CCR to 'B+', Outlook Stable
OFFSHORE GROUP: Files Fourth Plan Supplement

OFFSHORE GROUP: Prepackaged Plan Has Feb. 10 Effective Date
OFFSHORE GROUP: Su & F3 Capital Appeal Plan Confirmation Order
OKKO HOMES: Seeking Offer for Assets; March 14 Bid Deadline Set
OUTER HARBOR: U.S. Trustee to Hold 341 Meeting on March 9
OUTER HARBOR: US Trustee Unable to Form Creditors' Committee

OVERLAND PARK: Moody's Affirms Ba1 Rating on $41MM Revenue Bonds
PARAGON OFFSHORE: Case Summary & 30 Largest Unsecured Creditors
PARAGON OFFSHORE: Files for Chapter 11 With Plan
PARAGON OFFSHORE: Files Pre-Arranged Reorganization Plan
PARAGON OFFSHORE: S&P Lowers CCR to 'D' on Ch. 11 Filing Plan

PARAGON OFFSHORE: Seeking Joint Administration of Cases
PARAGON OFFSHORE: Targeting June 10 Confirmation of Plan
PARAGON OFFSHORE: Wants to Use Secured Parties' Cash Collateral
PARAMOUNT SCAFFOLD: Loses Summary Judgment Bid in ERISA Suit
PAYLESS INC: Moody's Lowers CFR to B3, Outlook Altered to Negative

PEABODY ENERGY: Environmental Groups Balk at Self-Bonding
PEABODY ENERGY: Fitch Lowers LT IDR to CC & 2nd Lien Notes to C
PICO HOLDINGS: Central Square Protests Director Replacements
PITTSBURGH CORNING: Bankruptcy Plan to Take Effect in April
PLENARY PROPERTIES: S&P Affirms 'BB' Subordinated Debt Rating

PROSPECT HOLDING: Moody's Lowers CFR to Caa2, Outlook Stable
PUERTO DEL REY: Court Sides with Marina PDR in Ex-Worker's Suit
PYKKONEN CAPITAL: Files Chapter 11 to Avoid Foreclosure
QUANTUM CORP: FMR LLC Reports 10% Stake as of Feb. 12
QUICKSILVER RESOURCES: Fortress, Mount Kellett No Longer Own Shares

RADIOSHACK CORP: G1, Susquehanna No Longer Own Shares
REX ENERGY: S&P Lowers CCR to CC on Potential Debt Exchange Offer
SALON MEDIA: Incurs $251,000 Net Loss in Third Quarter
SAPPHIRE DEVELOPMENT: Dismissal of Bankruptcy Case Affirmed
SEAPORT AIRLINES: Files Chapter 11 Petition

SHERIDAN FUND I: S&P Raises LT ICRs to CCC-, Outlook Negative
SHERIDAN FUND II: S&P Raises LT ICRs to 'CCC-', Outlook Negative
SHERIDAN I: Moody's Changes PDR to Caa3-PD/LD
SHERSON GROUP: Court Approves Final Report, Closes Chapter 15 Case
SOUTHERN MARINE: Involuntary Chapter 11 Case Summary

STEPHEN D. MCCORMICK: 8th Cir. Dismisses Appeal from Atty Fee Order
SUNDEVIL POWER: Gets Commitment for $45-Mil. DIP Facility
SUNDEVIL POWER: Hires Garden City as Claims and Noticing Agent
SUNDEVIL POWER: Proposes April 11, 2016 as General Claims Bar Date
SUNDEVIL POWER: Seeks 16-Day Extension to File Schedules

TAYLOR-WHARTON: $25M DIP Facility Has Final Approval
TAYLOR-WHARTON: Domestic Assets Sold to Worthington for $33.3MM
TAYLOR-WHARTON: Files Rule 2015.3 Report for Endurium, TWC
TECK RESOURCES: S&P Lowers CCR to 'B+', Outlook Negative
TERA GROUP: Auction of Assets Moved to March 3

THERAPEUTICSMD INC: FMR LLC Reports 14.9% Stake as of Dec. 31
THERAPEUTICSMD INC: T. Rowe Price Holds 5.8% Stake as of Dec. 31
TRANS ENERGY: Clarence Smith Reports 9.8% Stake as of Dec. 31
TRANSCONTINENTAL REFRIG: Pres. Properly Adjudicated as Ch 7 Debtor
UNITED AMERICA: Owner Loses Summary Judgment Bid in Tax Suit

VANGUARD NATURAL: Moody's Changes PDR to 'B3-PD/LD'
VERMILLION INC: Adopts Restructuring Plan to Streamline Operations
VERMILLION INC: Terminates Laura Miller as SVP - Sales
VISUALANT INC: AWM Investment Holds 9.2% Stake as of Dec. 31
WALTER ENERGY: Entered Into $50,000,000 DIP Facility from Citibank

WALTER ENERGY: G1, Susquehanna Report 0.7% Equity Stake
WESTMORELAND COAL: Boston Partners Holds 7% Stake as of Dec. 31
WET SEAL: Hudson Bay Holds 9.45% of Common Shares
WORCESTER RE INVESTMENTS: Voluntary Chapter 11 Case Summary
ZLOOP INC: Chapter 11 Plan Proposes Sale of Assets

[*] Moody's Takes Actions on $434.8MM Alt-A & Option ARM Loans
[^] Large Companies with Insolvent Balance Sheet

                            *********

A.M. CASTLE: Moody's Lowers CFR to Ca, Outlook Stable
-----------------------------------------------------
Moody's Investors Service has downgraded A.M. Castle & Co.'s
corporate family rating to Ca from Caa2, its probability of default
rating to Ca-PD/LD from Caa2-PD and its existing senior secured
notes to C from Caa2.  The ratings downgrades reflect the company's
very weak operating results and credit metrics and the completion
of the exchange of its senior secured notes.  The ratings outlook
is stable.

Downgrades:

Issuer: A.M. Castle & Co.

  Probability of Default Rating, Downgraded to Ca-PD /LD from
   Caa2-PD

  Corporate Family Rating, Downgraded to Ca from Caa2

  Senior Secured Regular Bond/Debenture, Downgraded to C (LGD5)
   from Caa2 (LGD4)

Outlook Actions:

  Outlook, Changed To Stable From Negative

                         RATINGS RATIONALE

The LD designation reflects Moody's view that the recent note
exchange constitutes a distressed exchange under Moody's definition
of default.  Moody's definition of default is intended to capture
events whereby issuers fail to meet debt service obligations
outlined in their original debt agreements.  Moody's will remove
the LD designation from the probability of default rating in three
business days.  At that time, Moody's will withdraw A.M. Castle's
ratings since the existing senior secured notes are its only rated
debt and almost all of the notes have been exchanged for new senior
notes.

On Jan. 15, 2016, Castle announced an offer to exchange its $210
million of 12.75% senior secured notes due Dec. 15, 2016, for an
equal amount of 12.75% senior secured notes due Dec. 15, 2018.  On
Feb. 9, 2016, the company completed the exchange of $206.3 million
of the notes.  The existing $3.7 million of notes that have not
been tendered for exchange have been stripped of substantially all
restrictive covenants and all the collateral securing the notes.
The existing notes have been downgraded to C from Caa2 to reflect
Moody's expectation that the note holders are likely to receive
little recovery in the event of a default.

The maturity date on the new notes will be Dec. 15, 2018, if the
company's completes its proposed convertible note exchange, or
Sept. 14, 2017 if it fails to complete the exchange.  The company
has offered to exchange $57.5 million of existing 7.0% convertible
notes due December 2017 with a conversion price of $10.28 per share
for $40.25 million of 5.25% senior secured convertible notes due
December 2019 with a conversion price of $2.25 per share.

The convertible note exchange offer will reduce the company's debt
by $17.5 million if successfully completed, but is not a sizeable
enough debt reduction to impact the company's rating.  The company
hopes to achieve further debt reductions through the sale of
underperforming and non-core assets, but is not likely to achieve
substantially improved operating results and credit metrics in the
near term.  Moody's believes that Castle produced modestly negative
adjusted EBITDA in 2015 and does not anticipate a material
improvement in 2016 considering the lackluster demand in most of
Castle's end markets.

Castle's Ca corporate family rating reflects its very high
leverage, negative interest coverage, recent operating losses, weak
competitive position and relatively small size versus other rated
steel distributors.  Castle's rating is supported by its adequate
liquidity level and its countercyclical cash flows, which provide
some flexibility to pursue operating efficiency and sales
improvement initiatives while contending with volatile steel and
metals prices and uneven end market demand.

Castle's SGL-3 speculative grade liquidity rating reflects Moody's
view that the company will maintain an adequate, although somewhat
weak liquidity profile over the next twelve months.  Castle had
$12.0 million of cash and $28.2 million of unrestricted borrowing
capacity under its revolving credit facility as of Sept. 30, 2015.
Moody's believes the company had a similar level of liquidity as of
December 2015.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

A.M. Castle & Co. is a global distributor of specialty grade, high
performance steel, alloy and plastic products.  The company sells
alloy and stainless steels, nickel alloys, aluminum, carbon and
titanium products in the form of bars, tubing, extrusions, plate
and sheet.  Castle also performs a broad array of processing
services, such as cutting, grinding, shearing and heat treating to
meet specific customer requirements.  End markets include
aerospace, oil and gas, heavy equipment and infrastructure.  The
company generated revenues of $838 million for the twelve month
period ended Sept. 30, 2015.


ADVANTAGE AVIATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Advantage Aviation Technologies, Inc.
        201 Regal Row
        Dallas, TX 75247

Case No.: 16-30633

Chapter 11 Petition Date: February 12, 2016

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

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Rakhee V. Patel, Esq.
                  SHACKELFORD, BOWEN, MCKINLEY & NORTON LLP
                  9201 N. Central Expressway, 4th Floor
                  Dallas, TX 75231
                  Tel: 214-780-1400
                  Fax: 214-780-1401
                  Email: rpatel@shacklaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Debbie MacDonald, president.

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


AFFIRMATIVE INSURANCE: Needs Until April 11 to File Plan
--------------------------------------------------------
Affirmative Insurance Holdings, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend the period
by which they have the exclusive right to: (a) file a chapter 11
plan through and including April 11, 2016; and (b) solicit
acceptances of a chapter 11 plan through and including June 10,
2016.

In support of the extension request, the Debtors state: "The
Chapter 11 Cases have been pending for approximately four months.
Given that the Debtors have made substantial progress in these
Chapter 11 Cases, and that the filing of a confirmable plan is on
the horizon, the Debtors anticipate that the requested extension
will provide them with sufficient time to propose and confirm a
plan."

The Debtors are represented by Christopher A. Ward, Esq., Shanti M.
Katona, Esq., and Jarrett Vine, Esq., at Polsinelli PC, in
Wilmington, Delaware; and TimothyW. Walsh, Esq., and Darren Azman,
Esq., at McDermott Will & Emery LLP, in New York.

                 About Affirmative Insurance

Affirmative Insurance Holdings, Inc., Affirmative Management
Services, Inc., Affirmative Services, Inc., Affirmative
Underwriting Services, Inc., Affirmative Insurance Services, Inc.,
Affirmative General Agency, Inc., Affirmative Insurance Group, Inc.
and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015.
The petition was signed by Michael J. McClure as chief executive
officer.

The Debtors have engaged McDermott Will & Emery LLP as general
bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre
Baker Daniels LLP as special regulatory counsel, BDO USA LLP as
financial consultant and Rust Consulting/Omni Bankruptcy as notice
and claims agent.

The Debtors disclosed total assets of $25.20 million and total
debts of $91.26 million as of Aug. 31, 2015.

Founded in June 1998, Affirmative provides non-standard personal
automobile insurance policies for individual consumers in targeted
geographic markets.  NSPAI policies provide coverage to drivers who
find it difficult to obtain insurance from standard automobile
insurance companies due to their lack of prior insurance, age,
driving record, limited financial resources, or other factors.

On October 30, 2015, the Office of the U.S. Trustee appointed five
creditors to the official committee of unsecured creditors.


ALPHA NATURAL: Steelhead et al. No Longer Hold Equity Stake
-----------------------------------------------------------
Steelhead Partners, LLC; James Michael Johnston; Brian Katz Klein;
and Steelhead Navigator Master, L.P. disclosed in a Schedule 13G
(Amendment No. 3) report with the Securities and Exchange
Commission that they no longer hold shares of Alpha Natural
Resources, Inc.'s Common Stock, $0.01 par value per share.

"As of December 31, 2015, neither Steelhead nor Steelhead Navigator
was the beneficial owner of any shares of the issuer's voting
common stock," they said.

Previously, shares of Alpha Natural Resources' voting common stock
were held by and for the benefit of Steelhead Navigator and another
client account.  Steelhead, as the investment manager of Steelhead
Navigator and the other client account, and as the sole member of
Steelhead Navigator's general partner, and each of J. Michael
Johnston and Brian K. Klein, as the member-managers of Steelhead,
may have been deemed to beneficially own such shares of Alpha
Natural Resources' voting common stock previously held by Steelhead
Navigator and such other client accounts for the purposes of Rule
13d-3 under the Securities Exchange Act of 1934, insofar as they
may have been deemed to have the power to direct the voting or
disposition of those shares.

Steelhead Partners, LLC et al may be reached at:

     Brent E. Binge, General Counsel
     STEELHEAD PARTNERS, LLC
     333 108th Avenue NE, Suite 2010
     Bellevue, WA 98004

Steelhead Navigator Master, L.P. may be reached at:

     Brent E. Binge, General Counsel
     STEELHEAD NAVIGATOR MASTER, L.P.
     c/o Maples Corporate Services Limited
     P.O. Box 309, Ugland House
     Grand Cayman, KY1-1104, Cayman Islands

                       About Alpha Natural

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

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

Judge Kevin R. Huennekens presides over the case.

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

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

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


ALTA MESA: S&P Lowers CCR to 'CC' on Potential Debt Exchange Offer
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based Alta Mesa Holdings L.P. to 'CC' from
'CCC+'.  The outlook is negative.

S&P also lowered the issue-level rating on the company's $450
million senior unsecured notes due October 2018 to 'CC' from
'CCC+'.  The recovery rating on this debt remains '3', indicating
S&P's expectation of meaningful (lower end of the 50%-70% range)
recovery in the event of a default.

"The downgrade follows Alta Mesa's announcement that it has
launched an exchange offer to existing holders of its $450 million
senior unsecured notes for a new issue of third-lien term loans due
2021," said Standard & Poor's credit analyst Daniel Krauss.

The company is offering to exchange new third-lien term loans for
any and all of its outstanding unsecured notes at 60% of par
(assuming early participation premium).  The closing date is
expected to occur by mid-March 2016.

S&P views the transaction as a distressed exchange because
investors will receive less than what was promised on the original
securities.  Additionally, in S&P's view, the offer is distressed,
rather than purely opportunistic, given the current challenging
operating environment, the current market price of the notes, and
meaningful upcoming debt maturities.  The company's revolving
credit facility matures in October 2017.

The outlook is negative.  Once the transaction has closed, S&P
expects to lower the corporate credit rating to 'SD' (selective
default) and the issue-level rating on the $450 million notes to
'D'.  S&P would then review the ratings based on the new capital
structure and consider an upgrade when there is more certainty that
the company is no longer pursuing distressed exchanges.  S&P also
expects to rate the new third-lien term loans when there is more
detailed information about the resulting capital structure.

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


AMERICAN APPAREL: Cancels Registration of Securities
----------------------------------------------------
The United States Bankruptcy Court of the District of Delaware on
January 27, 2016, entered an order confirming American Apparel,
Inc.'s First Amended Joint Plan of Reorganization, under which, on
February 5, 2016, the Effective Date of the Plan, all shares of
common stock and other equity interests in the Company were
cancelled and terminated, and the Company was converted into a
Delaware limited liability company with membership interests issued
in accordance with the Plan.

American Apparel, LLC -- formerly known as American Apparel, Inc.
-- on Feb. 5 filed with the Securities and Exchange Commission a
Form 15 "CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934."

The LLC also filed several POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3 REGISTRATION STATEMENT.

                    About American Apparel

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

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

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

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

                          *     *     *

The Debtors filed a proposed Joint Plan of Reorganization that
contemplates converting more than $200 million of senior notes
into
equity interests of the reorganized American Apparel.

On Nov. 20, 2015, the Court approved the Disclosure Statement and
set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation
hearing.

On Jan. 10, the Debtors received a letter from former CEO Dov
Charney disclosing a proposed $300 million alternative transaction
that will be funded by Hagan Capital Group and Silver Creek
Capital
Partners but American Apparel rejected the proposal.

On Jan. 25, 2016, the Court held a telephonic hearing, granting
confirmation of the Debtors' First Amended Plan, provided certain
revisions were made to the First Amended Plan and the proposed
confirmation order.  On Jan. 27, the Court entered an order
confirming the Plan.


AMERICAN AXLE: Posts $236 Million Net Income for 2015
-----------------------------------------------------
American Axle & Manufacturing Holdings, Inc. filed with the
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $235.6 million on $3.90 billion of net
sales for the year ended Dec. 31, 2015, compared to net income of
$143 million on $3.69 billion of net sales for the year ended
Dec. 31, 2014.

For the three months ended Dec. 31, 2015, the Company reported net
income of $62.9 million on $958.4 million of net sales compared to
net income of $13.2 million on $939.5 million of net sales for the
same period in 2014.

As of Dec. 31, 2015, the Company had $3.20 billion in total assets,
$2.90 billion in total liabilities and $301.5 million in total
stockholders' equity.

"AAM had an outstanding year in 2015.  On the strength of North
American light vehicle production volumes and our solid operational
performance, AAM achieved record sales and record gross profit for
the year.  We also made measurable progress in diversifying our
business and improving our capital structure," said AAM's Chairman
& Chief Executive Officer, David C. Dauch.  "As we look ahead to
2016 and beyond, we remain focused on advancing our technology
leadership in order to capitalize on major industry trends and
drive profitable growth and business diversification."

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

                     http://is.gd/6TjPI3

                     About American Axle

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

                           *     *     *

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

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

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


ANDALAY SOLAR: Southridge May Resell 250 Million Common Shares
--------------------------------------------------------------
Andalay Solar Inc. filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the offer
and resale of up to 250,000,000 shares of the Company's common
stock, par value $0.001 per share, by Southridge Partners II LP.

All of those shares represent shares that Southridge has agreed to
purchase if put to it by the Company pursuant to, and subject to
the volume limitations and other limitation of, the terms of the
Equity Purchase Agreement the Company entered into with them on
Dec. 10, 2014.  On Dec. 11, 2014, the Company filed a Registration
Statement on Form S-1 to register 85,000,000 shares of common stock
related to its December Equity Purchase Agreement with Southridge
and on Jan. 16, 2015, the Securities and Exchange Commission
declared the Registration Statement effective.  On
July 12, 2015, the COmpany filed a Registration Statement on Form
S-1 to register 150,000,000 shares of common stock related to its
December Equity Purchase Agreement with Southridge and on Aug. 12,
2015, the Securities and Exchange Commission declared the
Registration Statement effective.  To date, the Company has drawn
down approximately $1,410,000 from the sale of 219,945,466 shares
of common stock from the December Equity Agreement.  Subject to the
terms and conditions of the December Equity Purchase Agreement the
Company has the right to "put," or sell, up to $5,000,000 worth of
shares of our common stock to Southridge, and approximately
$3,590,000 remains available for sale.

The Company's common stock became eligible for trading on the OTCQB
on Sept. 6, 2012.  On May 15, 2015, the Company began trading on
the OTCPink and then on July 20, 2015, its stock became eligible
for trading on the OTCQB.  The Company's common stock is quoted on
the OTCQB under the symbol "WEST".  The closing price of the
Company's stock on Feb. 8, 2016, was $0.0008.

A full-text copy of the Form S-1 prospectus is available at:

                         http://is.gd/UciR4u

                         About Andalay Solar

Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems.  In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel.  This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim.  In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent.  This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel.  A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.

Andalay Solar reported a net loss attributable to common
stockholders of $1.87 million for the year ended Dec. 31, 2014,
compared with a net loss attributable to common stockholders of
$3.85 million for the year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $826,350 in total assets,
$3.31 million in total liabilities and a total stockholders'
deficit of $2.49 million.

Burr Pilger Mayer, Inc., in San Jose, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company's significant
operating losses and negative cash flow from operations raise
substantial doubt about its ability to continue as a going concern.


ARCH COAL: $5-Mil. Payment to Critical Vendors Approved
-------------------------------------------------------
Arch Coal, Inc., and its affiliated debtors sought and obtained
from Judge Charles E. Rendlen, III of the U.S. Bankruptcy Court for
the Eastern District of Missouri, Eastern Division, authorization
to make payments of up to $5 million for claims of critical
vendors.

The Debtors purchase goods and services from certain vendors and
independent contractors that are unaffiliated with the Debtors and
are, by and large, sole source or limited source suppliers or
provide a material economic or operational advantage when compared
to other available vendors; without them, the Debtors could not
operate ("Critical Vendors").

The Debtors told the Court that in order to preserve and maximize
the value of their estates, they must preserve key business
relationships, an objective that the Debtors are especially mindful
of as they transition into chapter 11.

Except under extraordinary circumstances, payments of Critical
Vendor Claims would be contingent on an agreement that the Critical
Vendors continue to sell their goods or services to the Debtors on
a going-forward basis on terms most favorable to the Debtors in the
one-year period preceding the Petition Date.

The Debtors estimated that the maximum amount needed to pay the
prepetition claims of Critical Vendors is approximately $5 million
("Critical Vendor Claims Cap").

Arch Coal, Inc., and its affiliated debtors are represented by:

          Lloyd A. Palans, Esq.
          Brian C. Walsh, Esq.
          Cullen K. Kuhn, Esq.
          Laura Uberti Hughes, Esq.
          BRYAN CAVE LLP
          One Metropolitan Square
          211 N. Broadway, Suite 3600
          St. Louis, MO 63102
          Telephone: (314)259-2000
          Facsimile: (314)259-2020
          E-mail: lapalans@bryancave.com
                  brian.walsh@bryancave.com
                  ckkuhn@bryancave.com
                  laura.hughes@bryancave.com

                  - and -

          Marshall S. Huebner, Esq.
          Brian M. Resnick, Esq.
          Michelle M. McGreal, Esq.
          Kevin J. Coco, Esq.
          DAVIS POLK & WARDWELL LLP
          450 Lexington Avenue
          New York, NY 10017
          Telephone: (212)450-4000
          Facsimile: (212)607-7983
          E-mail: marshall.huebner@davispolk.com
                  brian.resnick@davispolk.com
                  michelle.mcgreal@davispolk.com
                  kevin.coco@davispolk.com

                      About Arch Coal, Inc.

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.


ARCH COAL: Applies for Protections of Bankruptcy Code
-----------------------------------------------------
A federal judge approved an application by Arch Coal Inc. for
protections granted to a debtor under the Bankruptcy Code.

The order, issued by U.S. Bankruptcy Judge Charles Rendlen III,
confirmed that the coal producer is entitled to the protections
described in sections 362, 365 and 525 of the Bankruptcy Code.  

The ruling would prevent or halt actions by anyone against Arch
Coal, which include pursuing claims against the company,
terminating their contracts, and denying or refusing to renew
licenses as a result of its bankruptcy filing.

Judge Rendlen also approved a process proposed by the company to
adjudicate any violations of the provisions.

                         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.


ARCH COAL: Schneider Capital No Longer Holds Equity Stake
---------------------------------------------------------
Schneider Capital Management Corporation disclosed in a Schedule
13G (Amendment No. 2) filing with the Securities and Exchange
Commission that it no longer holds Arch Coal, Inc.'s common stock,
par value $0.01 per share, as of December 31, 2015.

Schneider may be reached at:

     Michael C. Lesher, Vice President
     SCHNEIDER CAPITAL MANAGEMENT CORPORATION
     460 E. Swedesford Rd., Suite 2000
     Wayne, PA  19087

                         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.


ASPEN GROUP: Sophrosyne Capital Reports 1.3% Stake as of Feb. 12
----------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Sophrosyne Capital, LLC disclosed that as of Feb. 12,
2016, it beneficially owns 1,690,490 shares of common stock of
Aspen Group, Inc., representing 1.32 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/nHJYQ2

                      About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

Aspen Group reported a net loss of $4.2 million on $5.2 million of
revenues for the year ended April 30, 2015, compared to a net loss
of $5.3 million on $3.9 million of revenues for the year ended
April 30, 2014.

As of Oct. 31, 2015, the Company had $5.25 million in total assets,
$3.93 million in total liabilities and $1.31 million in total
stockholders' equity.


AVAYA INC: Moody's Lowers CFR to Caa1, Outlook Negative
-------------------------------------------------------
Moody's Investors Service downgraded Avaya, Inc.'s corporate family
rating to Caa1 from B3.  Moody's also downgraded the company's
probability of default rating to Caa1-PD from B3-PD, its first lien
debt facilities to B2 from B1 and its second lien notes to Caa2
from Caa1.  The downgrade was driven by continued declines in
performance as well as concerns about the sustainability of the
current capital structure including its ability to refinance $600
million of debt maturing in 2017.  The ratings outlook is
negative.

                         Ratings Rationale

The Caa1 corporate family rating reflects Avaya's very high
leverage (greater than 8x as of Dec. 31, 2015) and concerns about
the sustainability of the capital structure.  The rating also
reflects the company's very high debt service and other
requirements at a time when the enterprise telephony market is
evolving.  Debt service, pension service and capital requirements
of the business leave little cushion to support unforeseen
operating challenges or to make material debt repayment or critical
acquisitions.  The rating acknowledges the company's industry
leading position within the enterprise telephony market and related
unified communications markets.  At the same time the industry is
evolving to include integrated communications offerings, with
products offered as either on premise or hosted, managed service
solutions.  Avaya will need to constantly reinvest in new products
and platforms to maintain its position against Cisco, its much
larger and better capitalized primary competitor as well as smaller
cloud based competitors.  Although the company continues to make
strides in reducing the cost structure of the business, revenues
are expected to continue to decline and it will be challenging to
materially improve EBITDA levels in the near term.

The current capital structure is particularly problematic given the
changes underway in the unified communications market.  In addition
to changes in the architectures of corporate communications
systems, the increasing preference for subscription based pricing
models hurts near term revenues, profitability and cash flow.
Though the subscription model or managed service contracts can be
beneficial in the long run, the near term hit to performance is
particularly challenging when debt levels are high and liquidity is
limited.  Moody's continues to expect Avaya will be a key long term
player in the industry and given sufficient time, with the
appropriate capital structure, EBITDA levels will stabilize and
potentially improve.

While the company could likely limp along if all maturities were
pushed out to 2020, the current capital structure is impractical
and at worst, prevents some customers from choosing Avaya.

Liquidity is adequate over the next twelve months but unlikely
sufficient to address $600 million in maturities due in October
2017.  Liquidity is supported by a $335 million domestic and $150
million foreign ABL lines ($196 million available as of December
31, 2015) as well as cash of $344 million.  The company is expected
to have modest but very limited free cash flow over the next
eighteen months.

The negative outlook reflects Moody's expectation for declining
revenues and concern that the company may face challenges in
refinancing 2017 and 2018 debt maturities.

The ratings could be downgraded if leverage were to exceed 9x or
free cash flow were negative on a sustained basis.  The ratings
could be upgraded if the company can stabilize revenues and EBITDA
and address its capital structure, including pushing out maturities
and improving leverage levels to under 7x.

These ratings were affected:

Downgrades:

Issuer: Avaya, Inc.

  Probability of Default Rating, Downgraded to Caa1-PD from B3-PD

  Corporate Family Rating, Downgraded to Caa1 from B3

  Senior Secured 1st Lien Bank Credit Facilities, Downgraded to B2

   (LGD2) from B1 (LGD2)

  Senior Secured 1st Lien Regular Bond/Debenture, Downgraded to B2

   (LGD2) from B1 (LGD2)

  Senior Secured 2nd lien Regular Bond/Debenture, Downgraded to
   Caa2 (LGD5) from Caa1 (LGD5)

Outlook Actions:

Issuer: Avaya, Inc.

  Outlook, Negative

The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.

Avaya is a global leader in enterprise telephony systems with $4.0
billion of revenues for the LTM period ended Dec. 31, 2015.


BERRY PLASTICS: Conference Call Held to Discuss Quarter Results
---------------------------------------------------------------
Members of Berry Plastics Group, Inc.'s management team held a
conference call to discuss Berry's results for the quarter ended
Jan. 2, 2016.  

Jonathan D. Rich, PhD, chairman & chief executive officer, said
"[W]e had a very good start to our fiscal year.  There was a
significant amount of activity during the quarter, as we closed on
the acquisition of AVINTIV on October 1 and embarked on the
execution of integrating the business and achieving our synergy
goals."

Jonathan D. Rich, PhD, chairman & chief executive officer, related
"[w]e continue to focus on our key strategic initiatives of
reducing our debt-to-EBITDA ratio, driving organic growth,
expanding internationally, and continuing to be disciplined while
executing value-accretive acquisitions that have historically
brought us success."

A copy of the transcript of the conference is available for free at
http://is.gd/CoUKQ7

                        About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a manufacturer of
films and flexible packaging for food, personal care, medical,
agricultural and industrial applications.

As of Sept. 26, 2015, the Company had $5.02 billion in
total assets, $5.08 billion in total liabilities and a $65 million
total stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 30, 2015, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to 'B1' from
'B2'.  The upgrade of the corporate family rating reflects the
pro-forma benefits from the recent restructuring and acquisitions.

The TCR reported on Sept. 11, 2015, that Standard & Poor's Ratings
Services said it affirmed its 'B+' corporate credit rating on
Evansville, Ind.-based Berry Plastics Group Inc.

"The corporate credit rating affirmation reflects our view that the
AVINTIV acquisition enhances Berry's operations enough to offset
the additional debt incurred to fund the transaction, resulting in
a neutral effect on credit quality," said Standard & Poor's credit
analyst James Siahaan.


BON-TON STORES: DW Partners Reports 2.9% Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, DW Partners, LP and DW Investment Partners, LLC
disclosed that as of Dec. 31, 2015, they beneficially own 525,000
shares of common stock of The Bon-Ton Stores, Inc., representing
2.9 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/PbJ1Af

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which
includes nine furniture galleries and four clearance centers, in
26 states in the Northeast, Midwest and upper Great Plains under
the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  For further information, please visit the
investor relations section of the Company's Web site at
http://investors.bonton.com.     

Bon-Ton Stores reported a net loss of $6.97 million on $2.75
billion of net sales for the fiscal year ended Jan. 31, 2015,
compared to a net loss of $3.55 million on $2.77 billion of net
sales for the fiscal year ended Feb. 1, 2014.  The Company reported
a net loss of $21.6 million for the fiscal year ended Feb. 2,
2013.

As of Oct. 31, 2015, the Company had $1.86 billion in total assets,
$1.88 billion in total liabilities and a total shareholders'
deficit of $17.79 million.

                           *     *     *

As reported in the TCR on Dec. 4, 2015, Moody's Investors Service
downgraded Bon-Ton Stores's Corporate Family Rating to Caa1 from
B3. The company's Speculative Grade Liquidity rating was affirmed
at SGL-2. The rating outlook is stable.  The downgrade considers
the continuing and persistent negative pressure on Bon-Ton's
revenue and EBITDA margins which has been accelerating during the
course of fiscal 2015.

Standard & Poor's Ratings Services in December 2015 lowered its
corporate credit rating Bon-Ton Stores to 'CCC+' from 'B-'.
The outlook is negative.  S&P said the downgrade reflects both
Bon-Ton's weakening performance and our forecast for an
unsustainable capital structure and "less than adequate" liquidity.


CANADIAN OIL: Moody's Lowers Sr. Unsecured Rating to Ba3
--------------------------------------------------------
Moody's Investors Service downgraded Canadian Oil Sands Limited's
(COS) senior unsecured rating to Ba3 from Baa3 and the senior
unsecured rating on its MTN program to (P)Ba3 from (P)Baa3. Moody's
assigned COS a Ba3 Corporate Family Rating (CFR), a Ba3-PD
Probability of Default Rating and a Speculative Grade Liquidity
Rating of SGL-3.  The rating outlook is stable.  This action
resolves the review for downgrade that was initiated on Dec. 16,
2015.

"The downgrade of Canadian Oil Sands Limited reflects its very high
cost base and Moody's expectation of very high leverage and weak
interest coverage in 2016 and 2017 in the currently very weak oil
price environment," said Terry Marshall, Moody's Senior Vice
President.  "COS's rating is supported by its long-lived,
low-decline reserves and its ownership by Suncor Energy Inc."

Ratings Downgrades:

Issuer: Canadian Oil Sands Limited

  Senior Unsecured Medium-Term Note Program, to (P)Ba3 (LGD4) from

   (P)Baa3

  Senior Unsecured Regular Bond/Debenture, to Ba3 (LGD4) from Baa3

Rating Assignments:

  Corporate Family Rating, Ba3
  Probability of Default, Ba3-PD
  Speculative Grade Liquidity, SGL-3
  Outlook, Changed To Stable From Rating Under Review

                        RATINGS RATIONALE

COS's Ba3 CFR reflects its stand-alone credit profile of B2 and
implicit support from its parent, Suncor Energy Inc. for which
Moody's attributes two notches of rating uplift.  COS's B2
stand-alone credit profile is driven by its very high cost
structure with all-in cash operating costs of C$55/bbl
(US$38.50/bbl) with associated negative free cash flow, but
supported by adequate liquidity and good asset value coverage.  The
cash operating costs include operating and interest expense and
maintenance capex. Leverage and interest coverage will be very weak
in 2016 and 2017 (debt to EBITDA of about 10x and EBITDA to
interest of 2x in 2017) and COS will need to rely on its committed
liquidity and voluntary support from Suncor to fund negative free
cash flow of about $400 million through this period.  COS has
performed poorly in recent years, suffering numerous operating
challenges that have hampered production and kept unit costs high.
COS benefits from very long-lived mining oil sands reserves with no
geologic or exploration risk, lower associated capex (about
C$7/barrel) given that all major development costs are largely
already spent and 100% synthetic crude oil production (SCO).

The SGL-3 Speculative Grade Liquidity Rating reflects COS's
adequate liquidity through 2016.  At Sept. 30, 2015, COS had C$1.2
billion available on its C$1.5 billion revolving credit facility
due June 2019, which is sufficient to fund negative free cash flow
in 2016 of about C$300 million (and an estimated $100 million in
2017).  However Moody's expects that this facility may be revised
when Suncor completes the acquisition of 100% of COS, in which case
Moody's assumes that COS will continue to have adequate liquidity.
Moody's expects the COS to be in compliance with its single
financial covenant under the credit facility and the 2021 senior
notes through this period.  COSL has no debt maturities until
2019.

The stable outlook reflects improving metrics in 2017 based upon a
slightly higher Moody's oil price estimate.

The stand-alone credit profile could be upgraded from B2 if
debt/EBITDA and EBITDA/interest appear likely to improve towards 5x
and 2.5x, respectively and adequate liquidity is maintained. The
assigned Ba3 CFR, incorporating our opinion of likely support from
Suncor, could be upgraded if the stand-alone credit profile
improves and we continue to believe Suncor will support COS.

The stand-alone credit profile could be downgraded from B2 if
EBITDA to interest appears unlikely to improve towards 1.5x or if
liquidity is deemed weak.  The assigned Ba3 CFR, incorporating our
opinion of likely support from Suncor, could be downgraded should
we adversely change our view of the support likely to be provided
by Suncor.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.

Canadian Oil Sands Limited (COS) is a Calgary, Alberta-based
subsidiary of Suncor Energy Inc. Suncor ownership stake is process
to 100%.  COS owns the largest working interest (36.74%) in the
Syncrude Joint Venture (Syncrude), while Suncor directly owns
another 12%.  Syncrude, COS's sole asset, is a large oil sands
mining and upgrading operation in the Fort McMurray area of
northern Alberta, producing about 87,000 barrels/day (net of
royalties) of synthetic crude oil in 2015.


CCNG ENERGY: Can Tap Graves Dougherty to Handle Corporate Matters
-----------------------------------------------------------------
The Hon. Ronald B. King of the Bankruptcy Court for the Western
District of Texas authorized, on a final basis, CCNG Energy
Partners, L.P., et al., to employ Graves Dougherty Hearon & Moody,
P.C., as special counsel nunc pro tunc to the Petition Date.

The Debtors represent that, although they have also sought approval
of employment of Taube Summers Harrison Taylor Meinzer Brown LLP as
bankruptcy counsel, the retention of Graves Dougherty as special
counsel is necessary based on the particular expertise and
experience that Graves Dougherty has with regard to the Debtors'
corporate matters and litigation matters.

Graves Dougherty is expected to:

   -- provide general corporate counsel to Debtors on an
as-requested basis;

   -- advise and assist the Debtors on various matters related to
governance issues and transactional matters, including necessary
resolutions for asset purchase agreements or DIP lending
agreements;

   -- advise and assist the Debtors on general commercial issues;

   -- advise the Debtors on employment law issues;

   -- advise and assist the Debtors and Debtors' bankruptcy counsel
on other matters of corporate or commercial law on an as-requested
basis, including but not limited to the sale of Debtor's assets or
similar strategic transactions and the negotiations for and
preparation of necessary transactional documents, including asset
purchase agreements, due diligence inquiries, and DIP lending
facility agreements;

   -- provide litigation counsel to Debtors with regards to
non-bankruptcy litigation presently pending in the state courts of
the State of Texas, including any presently pending litigation that
is removed to bankruptcy court and made an adversary to Debtors'
bankruptcy cases; and

   -- provide litigation counsel to Debtors with regards to such
non-bankruptcy litigation as may arise during the pendency of the
Debtors' bankruptcy cases, provided that nothing in this Order will
require Debtors to employ Graves Dougherty with regards to such
litigation.

Subject to further order of the Court, Graves Dougherty is not
authorized to perform these services for the Debtors:

   -- assist the Debtors with preparation of disclosures required
by the Federal Rule of Bankruptcy Procedure;

   -- assist the Debtors with analysis of claims and objections to
claims, except as necessary in presently pending litigation
matters;

   -- challenge the extent, validity, or priority of liens;

   -- draft or negotiate a plan of reorganization or assist the
Debtors with confirmation of a plan of reorganization; or

   -- analyze or prosecute any chapter 5 cause of action.

The current preferred U.S. hourly rates charged by Graves Dougherty
range from $300 to $550 for partners and other counsel and $200 to
$300 for associates.  The hourly rates for paralegals and clerks
and other non-lawyer professionals range from $150 to $275.  

Graves Dougherty will employ attorneys and legal assistants with
varying degrees of legal experience, as each matter may require.
Graves Dougherty expects that the primary lawyers at Graves
Dougherty who will be working on these matters will be Thomas Queen
and Douglas Kilday, whose preferred hourly rates are $425 and $420,
respectively.

Prepetition, the Debtors paid Graves Dougherty approximately $1,912
for corporate services rendered, $7,182 for litigation services
rendered, and $20 for costs associated with litigation
services.  As of the Petition Date, Graves Dougherty held $318,084
remaining in its trust account in the form of prepetition retainers
paid to Graves Dougherty by the Debtors.

As of the Petition Date, Graves Dougherty was over-secured in that
its retainer was in an amount in excess of the fees and costs owing
as of the Petition Date.  Accordingly, Graves Dougherty will be,
and hereby is, permitted to draw-down on the retainer held by it on
the Debtors' accounts for pre-petition fees totaling $31,347 and
expenses totaling $3,117.

To the best of the Debtors' knowledge, Graves Dougherty represents
no interest adverse to the Debtors' estates with respect to the
matters upon which it is to be employed.

The firm can be reached at:

         Thomas I. Queen, Jr., Esq.
         G. Douglas Kilday, Esq.
         GRAVES DOUGHERTY HEARON & MOODY, PC
         401 Congress Avenue, Suite 2200
         Austin, TX 78701
         Tel: (512) 480-5600
         Fax: (512) 478-1976
         Email: tqueen@gdhm.com
                dkilday@gdhm.com

                         About CCNG Energy

CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners GP,
L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity
Environmental Catarina SWD, L.L.C., Trinity Environmental Titan
Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity
Environmental Services, L.L.C. (collectively, the "Operating
Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D.
Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015.  The
petition was signed by Daniel B. Porter as CEO of General Partner.

All of the Debtors' operations are performed by the Operating
Subsidiaries.

The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.

Taube Summers Harrison Taylor Meinzer Brown LLP serves as the
Debtors' counsel.

Judge Ronald B. King is assigned to the case.

The Debtors are engaged in the disposal of produced saltwater and
waste from the exploration and production of oil and gas.

In 2015, the Office of the U.S. Trustee appointed six creditors to
the official committee of unsecured creditors.  The creditors are
Sun Coast Resources Inc., KBK Industries, Sabine Storage &
Operations Inc., Cambrian Management Ltd., WLP Oilfield Services,
and Dolphin Services & Chemicals LLC.


CLEAR CREEK RETIREMENT: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Clear Creek Retirement Plan II LLC
        PO Box 4082
         Spanaway, WA 98387

Case No.: 16-40547

Chapter 11 Petition Date: February 12, 2016

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Brian D Lynch

Debtor's Counsel: John R Rizzardi, Esq.
                  CAIRNCROSS & HEMPELMANN, P.S.  
                  524 2nd Ave Ste 500
                  Seattle, WA 98104-2323
                  Tel: 206-254-4444
                  Email: jrizzardi@cairncross.com

Total Assets: $9.88 million

Total Liabilities: $8.56 million

The petition was signed by Rusty D. Fields, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb16-40547.pdf


CTI BIOPHARMA: Baxalta Reports 14.8% Stake as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Baxalta Incorporated and Baxalta GmbH disclosed that as
of Dec. 31, 2015, they beneficially own 15,673,981 shares of common
stock of CTI Biopharma Corp. representing 14.8 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/qicz69

                      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.


CUMULUS MEDIA: Canyon Capital Reports 2.2% Stake as of Dec. 31
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Canyon Capital Advisors LLC (CCA), Mitchell R. Julis
and Joshua S. Friedman disclosed that as of Dec. 31, 2015, they
beneficially own 5,055,143 shares of common stock of Cumulus Media
Inc. representing 2.17 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/ZNYTJ8

                       About Cumulus Media

Cumulus Media Inc. (CMLS) combines high-quality local programming
with iconic, nationally syndicated media, sports and entertainment
brands in order to deliver premium choices for listeners, provide
substantial reach for advertisers and create opportunities for
shareholders.  As the largest pure-play radio broadcaster in the
United States, Cumulus provides exclusive content that is fully
distributed through approximately 460 owned-and-operated stations
in 90 U.S. media markets (including eight of the top 10), more
than 10,000 broadcast radio affiliates and numerous digital
channels.  Cumulus is well-positioned in the widening digital
audio space through a significant stake in the Rdio digital music
service, featuring 30 million songs on-demand in addition to
custom playlists and exclusive curated channels.  Cumulus is also
the leading provider of country music and lifestyle content
through its NASH brand, which will serve country fans through
radio programming, NASH magazine, concerts, licensed products and
television/video. For more information, visit www.cumulus.com

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.

As of Sept. 30, 2015, the Company had $3.12 billion in total
assets, $3.10 billion in total liabilities and $19.6 million in
total stockholders' equity.

                         Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure the
debt under the Credit Agreement.  If the lenders accelerate the
required repayment of borrowings, we may be forced to liquidate
certain assets to repay all or part of such borrowings, and we
cannot assure you that sufficient assets will remain after we have
paid all of the borrowings under such Credit Agreement.  If we were
unable to repay those amounts, the lenders could proceed against
the collateral granted to them to secure that indebtedness and we
could be forced into bankruptcy or liquidation.  Our ability to
liquidate assets could also be affected by the regulatory
restrictions associated with radio stations, including FCC
licensing, which may make the market for these assets less liquid
and increase the chances that these assets would be liquidated at a
significant loss.  Any requirement for us to liquidate assets would
likely have a material adverse effect on our business," the Company
said in its annual report for the year ended Dec. 31, 2014.

                           *     *     *

Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Atlanta-based radio broadcaster Cumulus
Media Inc. to 'B-' from 'B', as reported by the TCR on Nov. 10,
2015.

As reported by the TCR on Sept. 17, 2015, Moody's Investors Service
downgraded Cumulus Media Inc.'s Corporate Family Rating to B3 from
B2.  Cumulus' B3 Corporate Family Rating reflects Moody's
expectation that debt-to-EBITDA will remain elevated and in the mid
to high 8x through FYE2015 (including Moody's standard adjustments)
due to continued revenue declines in core ad sales and network
revenue as well as the absence of political ad spending in 2015, an
odd numbered year.


CURO HEALTH: Moody's Raises Sr. Secured Ratings to 'B1'
-------------------------------------------------------
Moody's Investors Service upgraded the ratings on Curo Health
Services Holdings, Inc.'s existing senior secured credit facilities
to B1 from B2.  Concurrently, the B3 Corporate Family Rating and
B3-PD Probability of Default Rating have been affirmed. In
addition, Moody's also changed the rating outlook to positive from
stable.

On Jan. 19, 2016, Curo raised $95 million of incremental second
lien term loans (not rated).  The proceeds of the new debt was used
in combination with cash-on-hand to acquire New Century Hospice,
Inc., a regional hospice provider in the Southwest and Southern
United States.

Moody's raised its ratings on Curo's first lien senior secured
credit facilities to reflect the change in the debt capital
structure, namely the addition of $95 million of second lien debt.
The second lien debt is junior to the first lien credit facilities
and, therefore, would absorb losses ahead of the senior secured
term loan.

The positive outlook reflects Moody's expectation of improving
credit metrics and free cash flow in 2016, as a result of strong
year-over-year organic growth and EBITDA contributions from recent
acquisitions.  The positive outlook also reflects Moody's view that
Curo will maintain a conservative financial policy over the
near-term and that the company will de-lever to around 5.5x by the
end of 2016.

Following is a summary of Moody's rating actions:

Ratings upgraded:

  $45 million senior secured revolver expiring 2019 to B1 (LGD 3)
   from B2 (LGD3)
  $380 million senior secured first lien credit facilities to B1
   (LGD 3) from B2 (LGD3)

Ratings affirmed:

  Corporate Family Rating at B3
  Probability of Default Rating at B3-PD

                          RATING RATIONALE

The B3 Corporate Family Rating reflects risk associated with Curo's
sole focus on the hospice industry and the company's very high
financial leverage.  The rating also reflects the company's small
size, the presence of considerable competition in a fragmented
industry and high revenue concentration from Medicare. Supporting
the rating is Moody's expectation that the company's operating
performance will result in declining financial leverage. The rating
also reflects the company's position as the third largest
for-profit hospice operator in the US.

The positive outlook reflects Moody's expectation that credit
metrics will continue to improve through earnings growth from
existing businesses and new de novo expansions.  Further, Moody's
expects that the company will remain an active acquirer but
acquisitions will be funded in a manner that does not raise
leverage.

Prior to a positive rating action, Moody's would need to gain
comfort that any adverse reimbursement change will be manageable,
without materially impairing operations or cash flow.  In addition,
Moody's could consider a rating upgrade if the company reduces and
sustains debt to EBITDA below 5.5 times, while effectively managing
its growth strategy.

The ratings could be downgraded if liquidity deteriorates or free
cash flow turns negative.  The ratings could also be downgraded if
debt to EBITDA is sustained above 6.5 times.

Headquartered in Mooresville, NC, Curo Health Services Holdings,
Inc. is a provider of hospice services in the Southeastern and
Southwestern regions of the U.S. and operates 170 agencies in 18
states.  The company recognized revenues of $377 million for the
twelve months ended Sept. 30, 2015.  Curo is owned by private
equity firm Thomas H. Lee L.P.


DANDRIT BIOTECH: Reports $422,000 Net Loss for Second Quarter
-------------------------------------------------------------
DanDrit Biotech USA, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $421,776 on $42,525 of revenues for the three months ended
Dec. 31, 2015, compared to a net loss of $953,131 on $0 of revenues
for the same period in 2014.

For the six months ended Dec. 31, 2015, the Company reported a net
loss of $772,078 on $42,525 of revenues compared to a net loss of
$1.48 million on $0 of revenues for the same period in 2014.

As of Dec. 31, 2015, the Company had $1.33 million in total assets,
$893,914 in total liabilities and $441,772 in total stockholders'
equity.

As of Dec. 31, 2015, the Company had $531,260 in cash and working
capital of $328,129 as compared to June 30, 2015, when the Company
had $1,474,134 in cash and cash held in escrow and working capital
of $910,522.  The decrease in cash and working capital is primarily
due to the Company's efforts to secure financings through equity
offering and expenses for research and development attributable to
the Company engaging an entity to perform Phase IIb/III clinical
trial of MelCancerVac.

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

                     http://is.gd/lRuvHS

                         About DanDrit

DanDrit Biotech USA, Inc., a biotechnology company, develops
vaccine for the treatment of colorectal cancer primarily in the
United States, Europe, and Asia.  Its lead compound includes
MelCancerVac(MCV), a cellular therapy, which is in a comparative
Phase IIb/III clinical trial for advanced colorectal cancer.  It
also develops MelVaxin that is similar to the lysate component of
MCV for injecting into the skin to promote natural dendritic cell
responses that will attack the tumor expressing cancer/testis
antigens.  The company was founded in 2001 and is headquartered in
Copenhagen, Denmark.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $2.37 million on $0 of net sales compared to a net loss of $2.15
million on $32,768 of net sales for the year ended Dec. 31, 2013.


DESIGNLINE CORP: Eagle Claim Objection, Glosson Suit Consolidated
-----------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina consolidated Designline
Corporation, et al.'s objection to the claim filed by Eagle, Ltd.,
with the adversary proceeding commenced by Elaine T. Rudisill, as
Liquidating Trustee, against Buster Glosson, et al.

The claim objection and the Glosson Action are consolidated for all
discovery, pre-trial matters, and trial.

According to the Liquidating Trustee, consolidation of the Eagle
Claim Objection with the Glosson Action is particularly appropriate
because the actions do not merely involve "a common question of law
or fact," but several common questions of law and numerous
overlapping facts.  After the Effective Date, the Liquidating
Trustee commenced more than 100 adversary proceedings, including
the Glosson proceeding against, among others, Eagle.  The Glosson
Action alleges ten claims or causes of action against Eagle.

Eagle alleges that it is owed $7,385,621 as of the Petition Date by
DesignLine Corporation for "[m]oney loaned."

The liquidating trustee is represented by:

         Jennifer R. Hoover, Esq.
         Michael J. Barrie, Esq.
         Kevin M. Capuzzi, Esq.
         BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
         222 Delaware Avenue, Suite 801
         Wilmington, DE 19801
         Tel: (302) 442-7010
         Fax: (302) 442-7012
         E-mails: mbarrie@beneschlaw.com
                  jhoover@beneschlaw.com
                  kcapuzzi@beneschlaw.com

            -- and --

         Travis W. Moon, Esq.
         Andrew Houston, Esq.
         MOON WRIGHT & HOUSTON, PLLC
         227 W. Trade Street, Suite 1800
         Charlotte, NC 28202
         Tel: (704) 944-6560
         Fax: (704) 944-0380
         E-mails: tmoon@mwhattorneys.com
                  ahouston@ mwhattorneys.com

                      About DesignLine

DesignLine Corporation manufactured coach, electric and range-
extended electric (hybrid) buses.  Founded in Ashburton, New
Zealand in 1985, DesignLine was acquired by American interests in
2006, and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina.  DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011.

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on
Aug. 15, 2013.  Katie Goodman at GGG Partners LLC signed the
petitions as chief restructuring officer.  On Sept. 5, 2013, the
case was transferred to the U.S. Bankruptcy Court for the Western
District of North Carolina (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
bankruptcy counsel.  GGG Partners also serves as the Debtors'
financial advisors.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.
The Committee retained CBIZ MHM, LLC as financial advisors.

The Bankruptcy Judge has appointed Elaine T. Rudisill as the
chapter 11 trustee for the Debtors.


DOW CORNING: Has $291M Reserve for Breast Implant Litigation
------------------------------------------------------------
Dow Corning Corporation had recorded a reserve for breast implant
litigation of $291 million as of December 31, 2015, according to
Corning, Inc.'s Form 10-K report with the Securities and Exchange
Commission for the fiscal year ended December 31, 2015.  Corning
Inc. and The Dow Chemical Company each own half of Dow Corning
Corporation.

In May 1995, Dow Corning filed for bankruptcy protection to address
pending and claimed liabilities arising from many thousands of
breast implant product lawsuits.  On June 1, 2004, Dow Corning
emerged from Chapter 11 with a Plan of Reorganization which
provided for the settlement or other resolution of implant claims.
The Plan also includes releases for Corning and Dow Chemical as
shareholders in exchange for contributions to the Plan.

Under the terms of the Plan, Dow Corning has established and is
funding a Settlement Trust and a Litigation Facility to provide a
means for tort claimants to settle or litigate their claims.
Inclusive of insurance, Dow Corning has paid approximately $1.8
billion to the Settlement Trust.

                      About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and    

supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995
(Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone
implant-related tort liability.  The Company owed its commercial
creditors more than $1 billion at that time.  A consensual Joint
Plan of Reorganization, amended on Feb. 4, 1999, offering to pay
commercial creditors in full with post-petition interest,
establish a multi-billion-dollar settlement trust for tort claims,
and leave Dow Corning's shareholders unimpaired, took effect on
June 30, 2004.


DOW CORNING: Has Up to $341M Liability to Commercial Creditors
--------------------------------------------------------------
Dow Corning Corp. is defending claims asserted by a number of
commercial creditors who claim additional interest at default rates
and enforcement costs, during the period from May 1995 through June
2004.  As of December 31, 2015, Dow Corning has estimated the
liability to commercial creditors to be within the range of $104
million to $341 million, according to Corning, Inc.'s Form 10-K
report with the Securities and Exchange Commission for the fiscal
year ended December 31, 2015.

As Dow Corning management believes no single amount within the
range appears to be a better estimate than any other amount within
the range, Dow Corning has recorded the minimum liability within
the range.  Should Dow Corning not prevail in this matter, Corning
Inc. said its equity earnings would be reduced by its 50% share of
the amount in excess of $104 million, net of applicable tax
benefits.  

There are a number of other claims in the bankruptcy proceedings
against Dow Corning awaiting resolution by the U.S. District Court,
and it is reasonably possible that Dow Corning may record
bankruptcy-related charges in the future.  The remaining tort
claims against Dow Corning are expected to be channeled by the Plan
into facilities established by the Plan or otherwise defended by
the Litigation Facility.

                      About Dow Corning

Dow Corning Corp. -- http://www.dowcorning.com/-- produces and    

supplies more than 7,000 silicon-based products and services to
more than 25,000 customers worldwide.  Dow Corning is equally
owned by The Dow Chemical Company and Corning Incorporated.

The Company filed for Chapter 11 protection on May 15, 1995 (Bankr.
E.D. Mich. Case No. 95-20512) to resolve silicone implant-related
tort liability.  The Company owed its commercial creditors more
than $1 billion at that time.  A consensual Joint Plan of
Reorganization, amended on Feb. 4, 1999, offering to pay commercial
creditors in full with post-petition interest, establish a
multi-billion-dollar settlement trust for tort claims, and leave
Dow Corning's shareholders unimpaired, took effect on June 30,
2004.


EDWARD C. RICHERME: Bid to Dismiss EA's Suit Denied
---------------------------------------------------
Judge Jack B. Schmetterer of the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division, denied debtor
Edward C. Richerme's motion to dismiss the adversary complaint
filed by Engineered Abrasives, Inc.

On March 18, 2015 the District Court for the Northern District of
Illinois awarded EA judgment for a total of $719,814.04 in damages,
attorney fees and costs in a case filed against Richerme, his
father, and their company, American Machine Products & Services,
Inc. ("AMPS") for trademark and copyright infringement, unfair
competition, and deceptive trade practice arising from the
Richermes' use of EA's business and proprietary information in
connection with AMPS' business.

EA filed an adversary complaint against Richerme to determine
dischargeability of the debt owed to it by the latter pursuant to
the said judgment, which EA alleges is nondischargeable under 11
U.S.C. Sections 523(a)(2)(A), (a)(4) and (a)(6).  Richerme sought
to dismiss the complaint for failure to state a claim.

Count I of the complaint sought a declaration that relevant
determinations giving rise to the judgment have preclusive effect
in EA's nondischargeability claims, set forth in Counts II, III and
IV.  Richerme argued that collateral estoppel does not apply
because the debt arose from entry of a default judgment on January
29, 2014.  Judge Schmetterer, however, found that the judgment that
was entered pursuant to the district court order incorporated
findings and conclusions beyond those that were established by
default.  Accordingly, the judge denied Richerme's motion to
dismiss the complaint on this basis.

Richerme's motion to dismiss Count II was also denied.  Judge
Schmetterer found that the actions alleged in the complaint to have
given rise to the judgment entered in the prior action could amount
to false pretenses or misrepresentations for purposes of section
523(a)(2)(A), and that these allegations suffice at the pleading
stage.

Judge Schmetterer also denied the motion to dismiss Count III of
the complaint.  The judge found that the acts alleged in the
complaint to have given rise to the judgment could plausibly
support a denial of discharge of the judgment under Section
523(a)(4)(4).

Finally, in denying the motion to dismiss Count IV of the
complaint, Judge Schmetterer found that EA has sufficiently alleged
the elements amounting to willful and malicious injury under
Section 523(a)(6).

The case is In re: Edward C. Richerme, Debtor. Engineered
Abrasives, Inc., Chapter 11, Plaintiff, v. Edward C. Richerme,
Defendant, Bankruptcy No. 15 B 16083, Adversary No. 15 A 00569
(Bankr. N.D. Ill.).

A full-text copy of Judge Schmetterer's February 1, 2016 memorandum
opinion is available at http://is.gd/jWPIdEfrom Leagle.com.


EXELIXIS INC: FMR LLC Reports 14.9% Stake as of Dec. 31
-------------------------------------------------------
FMR LLC and Abigail P. Johnson disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission on Feb. 12, 2016,
that they beneficially own 34,082,482 shares of common stock of
Exelixis Inc. representing 14.999% of the shares outstanding.  
Fidelity Growth Company Fund also reported beneficial ownership of
14,514,689 common shares.  A copy of the regulatory filing is
available for free at http://is.gd/aCz3Xr

                          About Exelixis Inc.

Headquartered in South San Francisco, California, Exelixis, Inc.,
develops innovative therapies for cancer and other serious
diseases.  Through its drug discovery and development activities,
Exelixis is building a portfolio of novel compounds that it
believes has the potential to be high-quality, differentiated
pharmaceutical products.

Exelixis reported a net loss of $269 million on $25.1 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $245 million on $31.3 million of total revenues in
2013.

As of Sept. 30, 2015, the Company had $363.24 million in total
assets, $437.46 million in total liabilities and a $74.22 million
total stockholders' deficit.


EXELIXIS INC: T. Rowe Price Reports 11% Stake as of Dec. 31
-----------------------------------------------------------
T. Rowe Price Associates, Inc. disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission that as of Dec.
31, 2015, it beneficially owns 25,038,170 shares of common stock of
Exelixis Inc. representing 11 percent of the shares outstanding.  A
copy of the regulatory filing is available for free at
http://is.gd/UAUHMz

                      About Exelixis Inc.

Headquartered in South San Francisco, California, Exelixis, Inc.,
develops innovative therapies for cancer and other serious
diseases.  Through its drug discovery and development activities,
Exelixis is building a portfolio of novel compounds that it
believes has the potential to be high-quality, differentiated
pharmaceutical products.

Exelixis reported a net loss of $269 million on $25.1 million of
total revenues for the year ended Dec. 31, 2014, compared with a
net loss of $245 million on $31.3 million of total revenues in
2013.

As of Sept. 30, 2015, the Company had $363.24 million in total
assets, $437.46 million in total liabilities and a $74.22 million
total stockholders' deficit.


FORESIGHT ENERGY: Moody's Lowers CFR to Caa1, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Foresight
Energy, LLC including the corporate family rating to Caa1 from B3,
the probability of default rating to Caa1-PD from B3-PD, senior
unsecured rating to Caa3 from Caa2, and senior secured rating to B2
from B1.  The speculative grade liquidity rating is unchanged at
SGL-4.  The outlook is negative.

Issuer: Foresight Energy, LLC

Downgrades:

  Probability of Default Rating, Downgraded to Caa1-PD from B3-PD

  Corporate Family Rating, Downgraded to Caa1 from B3

  Senior Secured Bank Credit Facility, Downgraded to B2 (LGD2)
   from B1 (LGD2)

  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
   (LGD5) from Caa2 (LGD5)

Unchanged:

  Speculative Grade Liquidity Rating, unchanged at SGL-4

Outlook Actions:

  Outlook, Changed To Negative From Rating Under Review

                          RATINGS RATIONALE

The downgrade reflects the continued headwinds in the coal sector
and the recent deterioration in seaborne and domestic coal prices,
which we expect to persist, putting pressure on average
realizations over the next two years as higher priced contracts
roll off.

The downgrade also reflects the prolonged continued negotiation
with the company's creditors associated with an ongoing litigation
by trustee for the bondholders of the company's 2021 Senior Notes,
alleging that a change of control event had occurred as a result of
the Murray acquisition in 2015.  In December 2015 the company
received a notice from the administrative agent of its secured
credit agreement that it was in default under the terms of the
agreement as a result of the court opinion issued in the bondholder
litigation.  The company continues to negotiate with its lenders to
cure the alleged default events, and the outcome is uncertain.  As
of Sept. 30, 2015, the company had $600 million of 2021 Senior
Notes outstanding, and $673 million under its senior secured bank
credit facility.  The company does not have sufficient liquidity to
repay its debt if it were to be accelerated.

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

The corporate family rating continues to reflect the company's
position as the lowest cost underground producer in the Illinois
Basin, ample reserves, multiple transportation options, and access
to export markets.  The CFR also captures the stable domestic
customer base of large scrubbed coal plants and attractive
contracted position through the end of 2016.  The ratings are
further supported by our view that Illinois Basin (ILB) remains the
better positioned coal region in the US.  The ratings are
constrained by the company's geographical and operational
concentration as an Illinois Basin producer with four underground
mining complexes.

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

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

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

In 2015 Foresight's parent company sold 34% of its general partner
interest and 50% of the limited partner interest to Murray Energy
Corporation.  Christopher Cline, the founder of Foresight, and his
affiliates retained an approximately 66% general partner interest
and an approximately 36% limited partner interest, with the balance
of limited partner units publicly traded.


FPMC SAN ANTONIO: Finds Buyer But Lender Declares Default
---------------------------------------------------------
San Antonio Realty Partners, LP, owner of a property in San
Antonio, Texas that housed a hospital, said in a filing Dec. 31,
2015, that it has found a buyer, which has agreed to purchase the
hospital at a purchase price that would allow the Debtor to pay all
creditors in full.

On Nov. 6, 2015, the Debtor filed a motion to commence a sale
process for substantially all assets.  On Nov. 20, Judge Craig A.
Gargotta approved the bidding procedures and set a Dec. 9 deadline
for the Debtor to select a stalking horse, Dec. 18 bid deadline for
competing bids, and a Jan. 4, 2016 sale hearing.

The Debtor said in a filing that it received multiple bids for
stalking horse status but declined to accept those offers for
reasons including the conditions set forth in the LOI's.  The
Debtor proceeded with a written auction which resulted in multiple
offers.  The Debtor forwarded each of the offers to DIP lender
Texas Capital Bank N.A. and its counsel on Dec. 18, 2015, and
indicated its preference among the offers received.  The buyer
selected by the Debtor ("Buyer") submitted an offer which is
considerably in excess of the indebtedness to the Lenders and would
pay all creditors in full.

On Dec. 30, 2015, counsel for TCB sent notice to the debtor of an
alleged event of default under the DIP Loan Agreement.  The Default
Letter alleges that effective Jan. 4, 2016, the Debtor will have
failed to meet the milestones requiring the Debtor to (i) select a
strategic transaction on or before Dec. 20, 2015 that satisfied the
requirements of the DIP Agreement, and (ii) obtain a Court order
approving the sale on or before Jan. 4, 2016.

The Debtor has filed a motion seeking a determination that it IS
NOT IN DEFAULT under the DIP Loan Agreement.

                         $5-Mil. DIP Loan

FPMC San Antonio Realty Partners on Nov. 12, 2015, obtained from
the U.S. Bankruptcy Court for the Western District of Texas final
approval to access up to $5 million of financing from Texas Capital
Bank N.A. and use the bank's cash collateral.

TCB or its designee agreed to provide the Debtor a multiple-advance
term loan made available to the Debtor in a principal amount of up
to $5,000,000 with superpriority claims and first-priority liens
senior to any prepetition or postpetition liens.

All obligations under the DIP Facility were to terminate on Jan. 4,
2016.  The DIP facility will have interest rate fixed at 10% per
annum.  The $400,000 of the DIP financing was made available upon
interim approval of the DIP facility.

As of the bankruptcy filing date, the Debtor already owes TCB, the
administrative agent for the prepetition lenders, $64.3 million
that was outstanding under a prepetition construction loan.

An interim hearing on the Motion was held Oct. 23 and a final
hearing was held Nov. 10.  An interim order was entered Oct. 27 and
a final order was entered Nov. 12.

The DIP Loan Agreement identifies 34 specific events of default.
Included as the last event of default is the "failure to satisfy
any single Strategic Transaction Milestone", which includes:

    (a) An Order entered by the Bankruptcy Court approving
Debtor-in-Possession's retention of a broker acceptable to Lender
and on terms acceptable to Lenders, both in Lenders' sole and
absolute discretion not later than 30 days after the Petition Date
[November 5, 2015].

    (b) An Order entered by the Bankruptcy Court approving the
process for consummating a Strategic Transaction on terms
acceptable to Lenders, in their sole and absolute discretion, not
later than 30 days after the Petition Date [November 5, 2015].

    (c) The Debtor-in-Possession has commenced the process of
obtaining a Strategic Transaction on terms acceptable to Lenders,
in their sole and absolute discretion, not later than 25 days after
the Petition Date [October 31, 2015].

    (d) The Debtor-in-Possession has received a letter of intent
for a Strategic Transaction acceptable to Lender, in their sole and
absolute discretion, not later than 60 days after the Petition Date
[December 5, 2015].

    (e) The Debtor-in-Possession has selected a Strategic
Transaction that (i) proposes to repay in full in cash all credit
extended under this Agreement; (ii) proposes to repay in full in
cash all amounts due and owing to the Prepetition Lenders pursuant
to the Prepetition Loan Documents; or (iii) is otherwise
satisfactory to Lender, in its sole and absolute discretion, in
each case not later than 75 days after the Petition Date [December
20, 2015].

    (f) An Order entered by the Bankruptcy Court approving the
Debtor-in-Possession to consummate a Strategic Transaction and
execute all of the documents and agreements related to such
Strategic Transaction not later than 90 days after the Petition
Date, unless such date is extended by written agreement of Lenders
and Debtor.

    (g) The Debtor-in-Possession has consummated a Strategic
Transaction not later than 120 days after the Petition Date, unless
such date is extended by written agreement of Lenders and Debtor
[January 4, 2016].

    (h) The employment of the Property Manager as the manager of
the Debtor's real estate, including both the hospital facility and
the medical office building, with Property Manager having sole and
exclusive responsibility and authority for managing the Debtor's
disbursements from its DIP accounts.

    (i) The employment of Raymond W. Battaglia of the Law Offices
of Ray Battaglia, PLLC approved by an order of the Bankruptcy Court
as the Debtor-in-Possession's restructuring counsel.

The DIP Loan Agreement provides remedies available to TCB,
including:

    "In addition to other remedies expressly set forth herein and
those legal and equitable remedies available under applicable law,
upon the occurrence of any Event of Default, Debtor's exclusive
periods established under the Bankruptcy Code are terminated, and
Lender and the Prepetition Lenders shall have immediate relief from
the automatic stay and may foreclose on all or any portion of the
Collateral, or otherwise exercise remedies against the Collateral
permitted by applicable law. Before exercising any remedies against
the Collateral, Lender must give five (5) days' advance written
notice to Debtor, the Case Professionals, and the United States
Trustee.  During such five (5)-day notice period1, Debtor is
entitled to an emergency hearing with the Bankruptcy Court for the
sole purpose of contesting whether an Event of Default has
occurred.  Unless during such period the Bankruptcy Court
determines that an Event of Default has not occurred and/or is not
continuing, the automatic stay of Section 362(a) of the Bankruptcy
Code, as to Lender, shall be automatically terminated at the end of
such notice period and without further notice or order."

A copy of the Final DIP Financing Order is available for free at:

      http://bankrupt.com/misc/FPMC_SA_64_Final_DIP_Order.pdf

           Debtor Denies Failure to Meet Sale Milestones

On Dec. 31, 2015, the Debtor filed a motion seeking a determination
that it IS NOT IN DEFAULT under the DIP Loan Agreement.  The Debtor
said it has complied with the DIP Loan Agreement and the Sale
Procedure Order.  The Debtor conducted an auction and forwarded
each of the offers to TCB and its counsel on Dec. 18, 2015 and
indicated its preference among the offers received.

The Debtor sought TCB's approval of the sale to the high bidder as
required under the DIP Loan Agreement and the Sale Procedures
Order.  TCB neither approved nor rejected the high bid. Rather, on
Dec. 19, 2015, TCB responded with questions and concerns related to
the offer of the highest bidder.  The Debtor has endeavored to
respond to TCB's concerns beginning on Dec. 22, 2015 during a
conference call with TCB and its counsel.  TCB wanted to conduct
additional due diligence regarding the proposed transaction with
the buyer.  TCB requested an in person meeting with the buyer,
which the Debtor arranged to be held on Dec. 23, 2015.  On Dec. 28,
2015, TCB requested a meeting with the Debtor's broker and with
counsel for the doctor group affiliated with the Debtor's Property.
The Debtor arranged those meetings as well and they were held on
Dec. 29.

Whether the buyers' offer was satisfactory to the lenders was a
mystery to the Debtor until receipt of the Default Letter on Dec.
30, 2015.  TCB's assertion that the Debtor will anticipatorily
breach its obligation to obtain an order of the Court approving the
sale to the high bidder is a bit like the child who kills his
parents and seeks mercy from the court because he is an orphan.
The Debtor waited 12 days after Dec. 18, 2015 for the lenders to
accept or reject the sale to the high bidder.  The Debtor said it
has complied with every request from TCB to assist it in the
conduct its' due diligence concerning the buyer and the proposed
transaction.  According to the Debtor, failure to timely proceed
with a motion to approve a sale to the buyer, is attributable to
TCB delay in advising the Debtor of its acceptance or rejection of
the Buyer's offer.

The Debtor on Jan. 8, 2016, obtained an order from the Bankruptcy
Court finding that the event of default alleged in the Default
Letter has not occurred.  The judge also ordered that the automatic
stay as to TCB and the Prepetition Lenders will remain in full
force and effect.

However, a court filing indicates that that order has been
withdrawn.  A copy of the document is available for free at:
http://bankrupt.com/misc/FPMC_90_Stay_Wirthdrawn.pdf

                        About FPMC San Antonio

FPMC San Antonio Realty Partners, LP's primary asset is a property
commonly known as the Forest Park Medical Center Hospital and
Medical Office Building located at 5510 Presidio Parkway in San
Antonio, Texas.  Forest Park Medical Center Hospital is a specialty
surgical hospital and medical office building.  The four-story,
150,000 square-foot hospital has 54 beds.  The Property includes an
adjacent 4-story, 84,000 square foot Medical Office Building,
together with a parking garage.

The Debtor did not operate the health care business conducted on
its property and instead leased the surgical hospital to a third
party.  The hospital has ceased operations and furloughed its
employees.

FPMC San Antonio Realty Partners sought Chapter 11 bankruptcy
protection (Bankr. W.D. Tex. Case No. 15-52462) on Oct. 6, 2015 to
pursue an 11 U.S.C. Sec. 363 sale of the assets.   The Debtor was
forced to file the Chapter 11 Case in order to stop an impending
foreclosure on the Property.

Judge Craig A. Gargotta is assigned to the case.

FPMC reported $110.3 million in assets and $67.4 million in
liabilities, according to San Antonio Express-News. The mortgage
loan accounts for most of the debt.

The Debtor tapped the Law Offices of Ray Battaglia, PLLC, as
counsel. The Debtor also engaged CBRE, Inc., to market the
property.

CBRE can be reached at:

         CBRE, Inc.
         Attn: Scott Herbold, First Vice President
         200 Concord Plaza, Suite 800
         San Antonio, TX 78216
         Tel: (210) 507-1120
         E-mail: Scott.Herbold@cbre.com

Attorneys for FPMC San Antonio Realty Partners:

         THE LAW OFFICES OF RAY BATTAGLIA,PLLC.
         Raymond W. Battaglia, Esq.
         66 Granburg Circle
         San Antonio, Texas 78218
         Telephone (210) 601-9405
         E-mail: rbattaglialaw@outlook.com

DIP Lender Texas Capital Bank is represented by:

         J. Mark Chevallier, Esq.
         MCGUIRE, CRADDOCK & STROTHER
         2501 N. Harwood St., Ste 1800
         Dallas, TX  75201
         Tel: 214-954-6807
         E-mail: mchevallier@mcslaw.com


FREEDOM COMMUNICATIONS: Wins Nod to Hold March 16 Auction
---------------------------------------------------------
Freedom Communications, Inc., on Feb. 5, 2016, received approval
from the U.S. Bankruptcy Court for the Central District of
California of bidding procedures in connection with the sale of
substantially all of the Company's assets.

Judge Mark S. Wallace agreed to this timeline:

   * The Debtors are authorized to enter into an asset purchase
     agreement with a stalking horse bidder by Feb. 12, 2016.

   * Competing bids are due March 11, 2016, at 5:00 p.m.
     (prevailing Pacific Time).

   * If multiple qualified bids are received, an auction will be
     conducted by the Debtors on March 16, 2016, at 10:00 a.m.
     (prevailing Pacific Time), at the offices of Lobel Weiland
     Golden Friedman LLP, 650 Town Center Drive, Suite 950, Costa
     Mesa, California 92626

   * The sale hearing will be held on March 21, 2016, at 9:00 a.m.
     (prevailing Pacific Time), before the U.S. Bankruptcy Court
     for the Central District of California, Santa Ana Division,
     Ronald Reagan Federal Building and U.S. Courthouse, in
     Courtroom 6C, 411 West Fourth Street, Santa Ana, CA 92701.
     Any objections to the sale will be filed and served so as to
     be received no later than 9:00 a.m. (prevailing Pacific Time)
     on the date of the sale hearing.

In connection with a Stalking Horse APA, the Debtors, with the
consent of the Official Committee of Unsecured Creditors and in
consultation with the DIP Agent, are authorized, but not required,
to grant to a Stalking Horse Bidder a Break-Up Fee of up to 2.5% of
the cash consideration offered by such Stalking Horse Bidder and/or
an Expense Reimbursement in an amount not to exceed $200,000.  Such
Stalking Horse Protections, if any, would be paid in the event that
the Stalking Horse Bidder is not approved by the Court as the
purchaser of the Assets on which it bid.

A copy of the Bidding Procedures Order is available for free at:

       http://bankrupt.com/misc/Freedom_C_371_Bidding_Ord.pdf

Freedom Communications and certain of its affiliates filed Chapter
11 cases in order to maximize the value of the Debtors and their
assets by selling their business operations as a going concern
under the supervision of the Bankruptcy Court.  Provided that the
contemplated sale results in the payment in full of their
respective claims, the sale is supported by the Debtors' two
primary prepetition secured creditors, Silver Point Finance, LLC
and the Pension Benefit Guaranty Corporation.  In addition, the
Debtors anticipate that the contemplated sale will have the support
of the Official Committee of Unsecured Creditors, which will be
actively involved in the sale process.

The Debtors contemplate a robust sale process seeking to maximize
the value of their Assets and, to this end, have engaged
GlassRatner as their financial advisory firm, FTI as their
investment banker, and Mosier & Company, Inc. as an independent
sales representative to assist the Debtors in implementing the sale
process.

Mosier may be reached at:

         Robert P. Mosier
         MOSIER & COMPANY, INC
         3151 Airway Avenue, Suite A-1
         Costa Mesa, CA 92626
         Tel: 714-432-0800
         Fax: 714-432.7329
         E-mail: rmosier@mosierco.com

FTI Capital Advisors, LLC may be reached at:

         Christopher T. Nicholls
         Senior Managing Director
         FTI CONSULTING
         Three Times Square, 11th Floor
         New York, NY, 10036
         Tel: 212 247 1010
         Fax: 212 841 9350
         E-mail: chris.nicholls@fticonsulting.com

Attorneys for the Debtors:

         William N. Lobel, Esq.
         Alan J. Friedman, Esq.
         Beth E. Gaschen, Esq.
         Christopher J. Green, Esq.
         LOBEL WEILAND GOLDEN FRIEDMAN LLP
         650 Town Center Drive, Suite 950
         Costa Mesa, CA 92626
         Telephone 714-966-1000
         Facsimile 714-966-1002
         E-mail: wlobel@lwgfllp.com
                 afriedman@lwgfllp.com
                 bgaschen@lwgfllp.com
                 cgreen@lwgfllp.com

                   About Freedom Communications

Headquartered in Santa Ana, California, Freedom Communications,
Inc., owns two daily newspapers -- The Press-Enterprise in
Riverside, Calif. and The Orange County Register in Santa Ana,
Calif.

Freedom Communications and 24 of its affiliates sought Chapter 11
bankruptcy protection in California with the intention of selling
their assets to a group of local investors led by Rich Mirman,
Freedom's chief executive officer and publisher.

Headquartered in Santa Ana, California, Freedom owns two daily
newspapers -- The Press-Enterprise in Riverside, Calif. and The
Orange County Register in Santa Ana, Calif.

Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on
Nov. 1, 2015.  Richard E. Mirman signed the petition as chief
executive officer.  Lobel Weiland Golden Friedman LLP serves as the
Debtors' counsel.

Freedom Communications Holdings estimated both assets and
liabilities in the range of $10 million to $50 million.

The Official Committee of Unsecured Creditors tapped Robert J.
Feinstein, Esq. (E-mail: rfeinstein@pszjlaw.com) and Jeffrey W.
Dulberg, Esq. (E-mail: jdulberg@pszjlaw.com) at Pachulski Stang
Ziehl & Jones LLP as attorneys.  The Committee's financial advisor
is Alvarez & Marsal (Attn: Brian Whittman, E-mail:
BWhittman@alvarezandmarsal.com).

Counsel to the DIP Agent is Munger, Tolles & Olson LLP (Attn: Seth
Goldman, Esq., E-mail: seth.goldman@mto.com).


FREEPORT-MCMORAN INC: S&P Lowers CCR to BB, Altered Outlook to Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Phoenix-based Freeport-McMoRan Inc. to 'BB' from
'BBB-'.  The outlook is negative.  At the same time, S&P lowered
its issue-level rating on the company's senior unsecured debt to
'BB' from 'BBB-' and assigned it a '3' recovery rating, indicating
S&P's expectation of meaningful (50% to 70%; lower half of the
range) recovery in the event of a payment default.  S&P also
lowered its rating on the preferred stock to 'B+' from 'BB'.

"We estimate Freeport closed 2015 with adjusted leverage above 6x.
We anticipate this will fall to around 4.5x if our pricing
assumptions hold and the company meets its 2016 targets," said
Standard & Poor's credit analyst Chiza Vitta.  "The company
continues to refine its operating plan, which includes significant
cost and capital spending reductions, as well as increases in
copper, gold, and oil production.  The rating is heavily dependent
on strengthening credit measures over the next 12 months to avoid
our downside triggers, and the negative outlook is an
acknowledgement that the plan ahead is aggressive and could be
derailed by commodity price volatility and delays."

S&P could lower the ratings if the company is unable to meet the
production increases, cost reductions or capital spending decreases
inherent in the current mine plan.  Specifically, S&P could lower
the ratings if it thought debt to EBITDA was likely to remain above
5x beyond 2016.  S&P could also lower the rating if it no longer
considered the company's business risk profile to be satisfactory.
This could be the case if adjusted EBITDA margins remain below
25%.

S&P could revise the outlook to stable if adjusted debt to EBITDA
was sustained below 5x.  This would most likely be the result of
successfully implementing recently announced cost-cutting and
margin-enhancing initiatives, such that the company returns to
positive free discretionary cash flow (operating cash flow less
capital spending less dividends).  In addition, asset sale-funded
debt repayments could accelerate the pace at which credit measures
recover.


GOT ROCK: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Got Rock, Inc.
           fdba D &L Turpin Enterprises, Inc.
           d/b/a Dave's Trucking
        718 Hwy 82 E. #301
        Sherman, TX 75090

Case No.: 16-40263

Chapter 11 Petition Date: February 12, 2016

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Hon. Brenda T. Rhoades

Debtor's Counsel: Bill F. Payne, Esq.
                  THE MOORE LAW FIRM, L.L.P.
                  100 North Main Street
                  Paris, TX 75460-4222
                  Tel: (903) 784-4393 ext. 40
                  Email: lgarner@moorefirm.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by David R. Turpin, director.

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


GRASS VALLEY: Green Valley's Estimation Bid Remanded to Bankr. Ct.
------------------------------------------------------------------
Judge David Nuffer of the United States District Court for the
District of Utah, Central Division, denied the motion to remand and
motion for extension filed by Garth O. Green Enterprises, Inc.,
Michael Green, Garth Green, GW Green Family Limited Partnership and
Wendy Green, and referred the Grass Valley's motion for estimation
to Bankruptcy Judge R. Kimball Mosier.

The three motions were pending in the bankruptcy case for which the
automatic reference to the bankruptcy court has been withdrawn.

Judge Nuffer found that remand is not appropriate because the
reasons set forth by the Green Parties were insufficient to support
a remand.  On this motion, the judge held that:

   -- remand is not appropriate simply because the motion to remand
was filed on time;

   -- the court does not lack subject matter jurisdiction under
Section 1334;

   -- the district court is not required to abstain from the
removed State Court Action under Section 1334(c)(2); and

   -- although Standard Plumbing initially failed to comply with
Rule 9027, the errors were not fatal to jurisdiction, and in any
event, were cured within a reasonable time.

As to the Green Parties' motion to extend the time for filing their
opposition memorandum to Grass Valley's motion for estimation until
after the court rules on their pending motion to remand, Judge
Nuffer held that the Green Parties are incorrect that the motion
for estimation will be rendered moot if the case is remanded to
state court.  The judge explained that even if the case is
remanded, federal courts will still have jurisdiction over the
estimation request because it is a proceeding brought under title
11.

Finally, Judge Nuffer referred back to the bankruptcy court Green
Valley's motion for estimation.  The judge found that referral of
the said motion is appropriate because it is brought under title 11
and the bankruptcy court has jurisdiction to hear and issue a
decision on the said motion.

The case is GARTH O. GREEN ENTERPRISES, INC., a Utah corporation;
GARTH O. GREEN, an individual; and MICHAEL GREEN, an individual,
Plaintiffs, Counterclaim Defendants, v. RANDALL HARWARD, an
individual; RICHARD HARWARD, an individual; HARWARD IRRIGATION
SYSTEMS, INC., a Utah corporation; GRASS VALLEY HOLDINGS, L.P.;
RICHARD N. REESE, an individual; STANDARD PLUMBING SUPPLY COMPANY,
INC., a Utah corporation; DOES 1-10; and ROE CORPORATIONS 1-X;
Defendants, Counterclaim Plaintiffs, Case No. 2:15-cv-00556-DN (D.
Utah).

A full-text copy of Judge Nuffer's February 1, 2016 memorandum
decision and order is available at http://is.gd/Pkuvl7from
Leagle.com.

Garth O. Green Enterprises, Garth O. Green, Michael Green and Wendy
Green are represented by:

          Adam C. Dunn, Esq.
          Clifford V. Dunn, Esq.
          1001 N. Main St., Suite A
          Bloomington, IL 61701
          Tel: (309)828-6241
          Fax: (309)828-8321
          DUNN LAW FIRM

            -- and --

          Marcus R. Mumford, Esq.
          MUMFORD PC
          405 South Main Street, Suite 975
          Salt Lake City, UT 84111 US
          Tel: (801)428-2000

            -- and --

          Steven W. Call, Esq.
          RAY QUINNEY & NEBEKER
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Tel: (801)532-1500
          Fax: (801)532-7543
          Email: scall@rqn.com

GW Green Family Limited Partnership is represented by:

          Steven W. Call, Esq.
          Elaine A. Monson, Esq.
          RAY QUINNEY & NEBEKER
          36 South State Street, Suite 1400
          Salt Lake City, UT 84111
          Tel: (801)532-1500
          Fax: (801)532-7543
          Email: scall@rqn.com
                 emonson@rqn.com

Standard Plumbing Supply is represented by:

          James T. Burton, Esq.
          Ryan R. Beckstrom, Esq.
          KIRTON MCCONKIE
          World Trade Center
          1800 World Trade Center
          60 East South Temple
          Salt Lake City, UT 84111
          Tel: (801)328-3600
          Fax: (801)321-4893
          Email: jburton@kmclaw.com
                 rbeckstrom@kmclaw.com

            -- and --

          Adelaide Maudsley, Esq.
          KIRTON MCCONKIE
          Kirton McConkie Building
          50 East South Temple, Suite 400
          Salt Lake City, UT 84111
          Tel: (801)328-3600
          Fax: (801)328-3600
          Email: amaudsley@kmclaw.com

Richard Reese is represented by:

          Ryan R. Beckstrom, Esq.
          KIRTON MCCONKIE
          World Trade Center
          1800 World Trade Center
          60 East South Temple
          Salt Lake City, UT 84111
          Tel: (801)328-3600
          Fax: (801)321-4893
          Email: rbeckstrom@kmclaw.com

            -- and --

          Adelaide Maudsley, Esq.
          KIRTON MCCONKIE
          Kirton McConkie Building
          50 East South Temple, Suite 400
          Salt Lake City, UT 84111
          Tel: (801)328-3600
          Fax: (801)328-3600
          Email: amaudsley@kmclaw.com

Grass Valley Holdings, Randall Harward, Richard Harward and Harward
Irrigation Systems are represented by:

          Evan A. Schmutz, Esq.
          Aaron R. Harris, Esq.
          Kimberly N. Barnes, Esq.
          DURHAM JONES PINEGAR PC
          3301 N. Thanksgiving Way, Suite 400
          Lehi, UT 84043
          Tel: (801)375-6600
          Fax: (801)375-3865
          Email: eschmutz@djplaw.com
                 aharris@djplaw.com
                 kbarnes@djplaw.com

                    About Grass Valley Holdings, L.P.

Based in Springville, Utah, Grass Valley Holdings, L.P., is a
holding company for real property located in Utah as well as an
interest in real property located in Idaho Falls, Idaho.

Grass Valley Holdings commenced a Chapter 11 bankruptcy case
(Bankr. D. Utah Case No. 15-24513) in Salt Lake City, Utah, on May
15, 2015.

The Debtor disclosed $21,478,874 in assets and $13,187,245 in
liabilities as of the Chapter 11 filing.

The case is assigned to Judge R. Kimball Mosier.  The Debtor is
represented by Gary E. Jubber, Esq., and Douglas J. Payne, Esq.,
at Fabian and Clendinin, in Salt Lake City.


GT ADVANCED: Has Deal Reducing Manz Admin. Claim to $375K
---------------------------------------------------------
GT Advanced Technologies Inc. and its affiliated debtors ask the
United States Bankruptcy Court for the District of New Hampshire to
approve a settlement with Manz China Suzhou Ltd., and Manz AG.

Under the Stipulation, Manz agrees to reduce its administrative
expense claims to $375,000.  Manz China is permitted to exercise
its set off rights with respect to the approximately $31 million it
owes to GT Hong Kong, and that no payments or distributions will be
made from the chapter 11 estates or the reorganized Debtors, as
applicable, on account of any secured claim asserted by Manz China.
In addition, Manz will receive general unsecured claims in an
aggregate amount of $6 million.

According to the Debtors, the reduction in administrative expense
claims will substantially benefit the general unsecured creditors
and the chapter 11 estates.  Absent the Stipulation, the Debtors
would have to reserve cash in the amount of approximately $6.25
million on account of Manz's administrative expense claims, with no
assurance that these claims would be resolved on better terms in
the future following costly and time-consuming litigation with
Manz.  Furthermore, the Debtors tell the Court that Manz has agreed
to support the Debtors' Plan and to vote all of its general
unsecured claims to accept the Plan, which is another important
step forward in the Debtors' efforts to emerge from chapter 11.

GT Advanced Technologies Inc. and its affiliated debtors as debtors
in possession are represented by:

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

     -- and --

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


                                        About GT Advanced

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

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

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

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

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

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

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

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

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

                     *     *     *

Judge Henry J. Boroff of the U.S. Bankruptcy Court for the
District
of New Hampshire on Feb. 2, 2016, approved the disclosure
statement
explaining GT Advanced Technologies, Inc., et al.'s joint plan of
reorganization and scheduled the hearing to consider confirmation
of the plan for March 3, 2016, at 10:00 a.m. (prevailing Eastern
Time).

To be counted as a vote, all Ballots must be received by no later
than Feb. 26.  Objections or responses to confirmation of the Plan
must be received no later than Feb. 26.  The Debtors may file and
serve replies to the objections and a memorandum in support of
confirmation of the Plan on or before Feb. 29.

In connection with the Plan, the Financing Support Parties have
committed $80 million of Exit Financing that will fund, in part,
the Debtors' obligations under the Plan.

Prior to the Disclosure Statement hearing, the Debtors amended the
Plan outline to correct typographical errors.  A blacklined
version
of the Disclosure Statement dated Feb. 1, 2016, is available at
http://bankrupt.com/misc/GTAds0201.pdf


HAGGEN HOLDINGS: Auction for 'Core' Stores Moved to Feb. 22
-----------------------------------------------------------
The auction of Haggen Holdings LLC's 33 stores in Oregon and
Washington was moved to Feb. 22 from Feb. 11, according to a filing
it made in U.S. Bankruptcy Court in Delaware.

Haggen also rescheduled the sale hearing to Feb. 29 from Feb. 17.
The grocery chain did not give a reason for the delay.

A bidding process, approved in December last year by the court,
allows the grocery chain to enter into a deal with a buyer that
will serve as the stalking horse bidder at the auction.

The stalking horse bidder will receive a breakup fee and
reimbursement for its expenses if another bidder wins the auction.

PNC Bank National Association, which provided financing to get
Haggen through bankruptcy, can take part at the auction should it
decide to credit bid, according to the bidding rules.

Haggen considers the stores in Oregon and Washington as its "core"
stores as they are "relatively successful" and are located in
strategic locations, according to its lawyer, Robert Poppiti Jr.,
Esq., at Young Conaway Stargatt & Taylor LLP.

                       Non-Core Store Sales

Prior to its Chapter 11 filing, Haggen had conducted closing sales
at its "non-core" stores.  The grocery chain was allowed to
continue the closing sales at its 27 stores on an interim basis
after it filed for bankruptcy protection in September last year.
On Oct. 15, the court gave final approval to the closing sales.

Haggen also entered into separate sale transactions for its
remaining "non-core" stores and other assets.

The grocery chain won court approval to sell 32 stores operated by
its affiliates to Smart & Final Stores LLC, which made a $68
million cash offer.

Meanwhile, Haggen received a $14 million offer from Albertson's LLC
to buy back 30 of the 146 stores it originally sold to the grocery
chain.  Judge Kevin Gross approved the sale on Nov. 24.

On Dec. 14, the bankruptcy judge approved another deal in which
Albertson's offered $875,000 to buy two additional stores located
in San Marcos and Santa Barbara, California.

Haggen sold its other stores to Balboa Retail LLC, Carnival
Supermarket Inc., Gelson's Markets, Good Food Holdings LLC, SFM
LLC, Stater Bros. Markets, Tawa Inc., Trails Village Center Co. and
Yoke's Foods Inc.

The sale of the Haggen store, located along W. Washington Street,
San Diego, California, to Good Food is being appealed by Antone
Corp.  

The landlord questioned the assumption and assignment of its lease
with the grocery chain to the buyer while prohibiting the
enforceability of a profit-sharing provision of the lease,
according to court filings.

                       About Haggen Holdings

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

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

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

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

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

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

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


HEALTHWAREHOUSE.COM: Karen Singer Reports 6.2% Stake as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Karen Singer disclosed that as of Dec. 31, 2015, she
beneficially owns 2,475,024 shares of common stock of
HealthWarehouse.com, Inc., representing 6.2 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/olrTnb

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter medical products.

Healthwarehouse.com reported a net loss attributable to common
stockholders of $2.08 million on $6.12 million of net sales for
the
year ended Dec. 31, 2014, compared with a net loss attributable to
common stockholders of $7.3 million on $10.23 million of net sales
in 2013.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

As of Sept. 30, 2015, the Company had $1.06 million in total
assets, $4.78 million in total liabilities and total stockholders'
deficiency of $3.71 million.

                        Bankruptcy Warning

"The Company recognizes it will need to raise additional capital in
order to fund operations, meet its payment obligations and execute
its business plan.  There is no assurance that additional financing
will be available when needed or that management will be able to
obtain financing on terms acceptable to the Company and whether the
Company will become profitable and generate positive operating cash
flow.  If the Company is unable to raise sufficient additional
funds, it will have to develop and implement a plan to further
extend payables, attempt to extend note repayments, attempt to
negotiate the preferred stock redemption and reduce overhead until
sufficient additional capital is raised to support further
operations.  There can be no assurance that such a plan will be
successful.  If the Company is unable to obtain financing on a
timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company states in the report for the
period ended Sept. 30, 2015.


HECLA MINING: S&P Lowers Rating to 'B-' on Weaker Credit Measures
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it downgraded Coeur
d'Alene, Idaho-based silver and gold producer Hecla Mining Co. to
'B-' from 'B'.  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 'B'.  The '4'
recovery rating on the debt is unchanged, indicating S&P's
expectation of average (30%-50%; upper half of the range) recovery
in the event of a payment default.

"The stable outlook reflects our expectation that Hecla Mining
Co.'s liquidity, including approximately $175 million in cash at
the end of the third quarter, will remain adequate over the next 12
months," said Standard& Poor's credit analyst Ryan Gilmore.  "We
also expect that Hecla will maintain FFO to debt below 12% and
adjusted debt leverage in the 6x-7x range over the next 12
months."

S&P would consider a downgrade if it no longer deemed liquidity to
be adequate, possibly as a result of continued weakness in metals
prices coupled with ongoing high levels of capital spending, or
diminished covenant headroom.  A negative rating action could also
occur if EBITDA interest coverage were sustained below 1x, which
could occur if metals prices remained weak or declined from current
levels and 2016 EBITDA fell below $60 million, all else being
equal.

S&P would consider an upgrade if the company maintains credit
measures near current levels while enhancing the business to a
level S&P feels is commensurate with a weak business risk profile
assessment.  This could occur if current expansion and production
targets are continually achieved or if the company enhanced its
geographic or operating diversity.  Separately, S&P could raise the
rating if the company achieved sustainable improvement in credit
measures, with debt to EBITDA of less than 5x and FFO to debt more
than 12%.

Note: S&P's forecast cash flow and leverage measures incorporate
Standard & Poor's expectation for lower metals prices over the next
24 months as reflected in the latest metals price deck.  If metals
prices were sustained at levels higher than currently forecast --
for example, the price of gold were sustained at above $1,250 and
expected to remain at higher levels -- S&P could revisit its
forecast accordingly.



HEPAR BIOSCIENCE: Amends Schedule of Secured Creditors
------------------------------------------------------
Hepar Bioscience LLC, filed with the U.S. Bankruptcy Court for the
District of South Dakota amendment to:

   1. Schedules B & D;

   2. Schedule D -- Creditors who have claims secured by property;
and

   3. Amended Schedule A/B -- Real and Personal Property.

According to the Debtor, it filed amendments to Schedules B & D,
and notice of amendments on Dec. 22, 2015; however, it did not
attach the Amended Schedule B as an exhibit, or the certificate of
service.

As reported in the Troubled Company Reporter on March 17, 2015, the
Debtor filed a summary of schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,350,000
  B. Personal Property            $8,637,018
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $19,268,387
  E. Creditors Holding
     Unsecured Priority
     Claims                                        
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,974,763
                                 -----------      -----------
        TOTAL                    $11,987,018      $22,243,151

Copies of the amendments are available for free at:

        http://bankrupt.com/misc/HeparBio_350_ASALS_B_D.pdf
       http://bankrupt.com/misc/HeparBio_352_ASALS_B_EXH.pdf
       http://bankrupt.com/misc/HeparBio_354_ASALS_D_EXH.pdf

                      About Hepar BioScience

Jefferson, South Dakota-based Hepar BioScience LLC in the business
of receiving porcine (pork) by-products (concentrated peptone, a
functional pork protein and animal fat) and other meat by-products
that are primarily used in the porcine animal nutrition feed
industry (concentrated porcine peptone) and biodiesel or animal
feed business (animal fat).

The Company filed a Chapter 11 bankruptcy petition (Bankr. D. S.D.
Case No. 15-40057) on Feb. 20, 2015.  

Bankruptcy Judge Charles L. Nail, Jr., presides over the case.
Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof. LLC, represents
the Debtor in its restructuring effort.  The Debtor disclosed
$11,987,018 in assets and $22,243,151 in liabilities as of the
chapter 11 filing.

The U.S. Trustee for Region 12 appointed a five-member Official
Committee of Unsecured Creditors.  The Committee tapped James S.
Simko of Cadwell, Sanford, Deibert & Garry, LLP as its counsel,
and
Duff & Phelps Securities, LLC as its valuation advis


HEXION INC: S&P Revises Outlook to Negative on Refinance Risk
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Ohio-based Hexion Inc. and revised the rating
outlook to negative from stable.

At the same time, S&P affirmed its 'CCC+' first-lien issue rating
on the company's senior secured notes and 'CCC' rating on the
remainder of the company's debt issues.  The recovery rating on the
first-lien notes remains '3', indicating S&P's expectation of
meaningful (lower half of the 50%-70% range) recovery in the event
of a default scenario.  The recovery rating on the remainder of the
company's debt issues remains '5', indicating modest (lower half of
the 10%-30% range) recovery in a default scenario.

"The outlook revision reflects the risk related to a successful
refinancing of Hexion's credit facility maturing in 2018, which
could come due as early as December 2017 depending on the amount
outstanding under the company's 8.875% senior notes due 2018," said
Standard & Poor's credit analyst Allison L Schroeder. "Volatile oil
prices and currency headwinds also continue to challenge the
company's future operating performance," she added.

S&P expects funds from operations (FFO) to debt to be the in
low-single-digit range and debt to EBITDA to remain above 10x over
the next year or so.  S&P could lower the ratings during the next
year if liquidity weakens from less than adequate, increasing the
likelihood that Hexion might not meet its payment obligations. This
could occur if macroeconomic or industry conditions worsen
materially, raw material costs spike, and Hexion is unable to pass
cost increases on to its customers, capital spending exceeds S&P's
expectations, there are additional sizable acquisitions, or if the
shared services agreement with MPM is terminated or significantly
amended.  S&P could also lower the ratings if it believes that a
debt restructuring is likely.  Although S&P do not view the
company's third quarter debt repurchase as distressed, S&P could
lower the rating if it views any subsequent buybacks as distressed
exchanges.

S&P could increase the rating on Hexion if improvement to operating
performance causes operating cash flow to consistently remain
positive and liquidity strengthens to adequate.  Although unlikely
in the within the next year, S&P could raise the ratings slightly
if the foregoing comes to pass, Hexion achieves and maintains an
adjusted debt to EBITDA ratio of about 6x, and the financial
sponsor appears unlikely to relever the company.


HORSEHEAD HOLDING: Court Recognizes Case as Foreign Proceeding
--------------------------------------------------------------
The Ontario Superior Court of Justice issued an initial order and a
supplemental order recognizing (i) the Chapter 11 cases of
Horsehead Holding Corp. as a foreign proceeding, and (ii) Zochem
Inc. as foreign Representative of the Debtors.

Persons or entities who wish to receive a copy of the Recognition
Orders or obtain any further information should contact the
information officer at:

   Richter Advisory Group Inc.
   in its capacity as Information Officer of
   Horsehead Holding Corp. et al.
   181 Bay Street, Suite 3320, Bay Wellington Tower
   Attention: Pritesh Patel
   Tel: 416-642-9421
   Fax: 416-488-3765
   Email: ppatel@richter.ca

Zochem can be reached at:

   Zochem Inc.
   1 Tilbury Court
   Brampton, ON L6T 3T4
   Tel: 742.773.2270
   Email: gwhitaker@horsehead.net

Zochem retained as counsel:

   Aird & Berlis LLP
   Brookfield Place, 181 Bay Street, Suite 1800, Box 754
   Toronto, ON M5J 2T9
   Attention: Sam Babe
   Tel: 416-865-7718
   Fax: 416-863-1515
   Email: sbabe@airberlis.com

                       About Horsehead Holding

Horsehead Holding Corp. is the parent company of Horsehead
Corporation, a U.S. producer of specialty zinc and zinc-based
products and a leading recycler of electric arc furnace dust; The
International Metals Reclamation Company, LLC ("INMETCO"), a
leading recycler of metals-bearing wastes and a leading processor
of nickel-cadmium (NiCd) batteries in North America; and Zochem
Inc., a zinc oxide producer located in Brampton, Ontario.
Horsehead, headquartered in Pittsburgh, Pa., has seven facilities
throughout the U.S. and Canada.  The Debtors currently employ
approximately 730 full-time individuals.

Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal
Products, LLC, The International Metals Reclamation Company, LLC,
and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016.  The petition
was signed by Robert D. Scherich as vice president and chief
financial officer.  Judge Christopher S. Sontchi is assigned to the
case.

The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management
Advisors, LLC as financial advisor, Lazard Middle Market LLC as
investment banker, Epiq Bankruptcy Solutions, LLC as claims and
noticing agent and Aird & Berlis LLP as Canadian counsel.

The Debtors disclosed total assets of $1 billion and total
liabilities of $544.6 million.  As of the Petition Date, the
Debtors' consolidated long-term debt obligations totaled
approximately $420.7 million.


HTH LEARNING: Fitch Affirms 'BB+' Rating on 2008A/B Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings for the series 2008A (Media
Arts) and 2008B (Chula Vista) educational facility revenue bonds
(together, the pledged schools) issued by the California Municipal
Finance Authority on behalf of HTH Learning (HTHL) at 'BB+' and
'BB', respectively:

-- $4,365,000 (High Tech High projects) series 2008A (Media Arts)

    at 'BB+';

-- $18,200,000 (High Tech High projects) series 2008B (Chula
    Vista) at 'BB'.

The Rating Outlook is Stable for both.

SECURITY

Lease payments received by HTHL from High Tech High Media Arts
(HTHMA) secure the series 2008A bonds. Lease payments received by
HTHL from High Tech High Chula Vista (HTHCV) secure the series
2008B bonds. HTHCV's series 2008B bonds also have a subordinate
pledge of up to $600,000 annually from revenues generated by
certain other HTHL schools, as well as a mortgage lien on the Chula
Vista facility. Both bond series have a cash-funded debt service
reserve.

KEY RATING DRIVERS

SPECULATIVE-GRADE CHARACTERISTICS: The 'BB+' and 'BB' ratings,
respectively, reflect HTHMA and HTHCV's speculative-grade financial
attributes, including high debt burdens, low balance sheet ratios
consistent with the rating categories, and positive but modest debt
service coverage.

SEPARATELY SECURED BONDS: The series 2008A and the 2008B bonds are
separately secured, warranting the distinct ratings. Fitch views
HTHCV's credit profile (high debt burden and a debt service
subsidy) as weaker than HTHMA's, supporting the one-notch rating
distinction.

SOLID DEMAND: Both HTHMA and HTHCV have demonstrated solid demand,
supported by a network of HTHL elementary and middle school
campuses that feed into the two high schools.

LIMITED FINANCIAL FLEXIBILITY: Despite solid academic performance
and favorable enrollment trends, both HTHMA and HTHCV operate in
improving but still constrained financial environments. HTHCV
relies on a debt service subsidy, although that subsidy continues
to decline. Both schools are heavily dependent on state per-pupil
funding, and both have very limited balance sheets.

RATING SENSITIVITIES

OPERATING PERFORMANCE: Weakened debt service coverage or operating
performance for either High Tech High Media Arts or High Tech High
Chula Vista, which is not presently expected, could negatively
stress the respective rating.

ELIMINATION OF SUBSIDY PAYMENTS: An elimination of the need for a
subsidy payment combined with stable-to -improving debt service
coverage and balanced operations could lead to an upgrade at High
Tech High Chula Vista.

STANDARD CHARTER RENEWAL RISK: A limited financial cushion;
substantial reliance on enrollment-driven, per-pupil funding; and
charter renewal risk are credit concerns common among all charter
school transactions that, if pressured, could negatively impact the
ratings.

CREDIT PROFILE

HTHL is the non-profit parent of several affiliates, including HTH,
which operates 12 charter schools. The various schools operate on
three campuses, with each campus housing a complement of
elementary, middle and high schools to provide academic services.
HTHL owns the facilities leased to the respective charter schools,
and provides supervision, oversight and coordination across its
affiliated charter schools.

The organization received a large gift in fiscal 2014, allowing it
to purchase a former public school site for a prospective fourth
campus housing K-12 students. At this time, management is
projecting renovations will cost $13.5 million to $15.5 million and
will be funded with a mix of loans, internal reserves and possibly
some gifts. A partial opening in fall 2018 and full build-out by
2020-21 is expected.

All affiliate charter schools operate in San Diego County, CA, and
management expects that geographic focus to continue. All of HTHL's
charter schools are authorized by either the San Diego Unified
School District (SDUSD) or under a statewide benefit charter from
the State Board of Education (SBE).

HTHCV is one of the SBE-authorized schools and opened in fall 2007.
It serves over 630 grade 9-12 students. The school operates under a
five-year charter that extends through June 2017. Fitch was unable
to speak with SBE prior to publication. However, given HTHCV's
strong student demand and stable financial position, management is
not anticipating any issues with its charter renewal.

HTHMA serves about 400 grade 9-12 students at the HTH Village in
San Diego, and is one of several HTH schools located on a campus on
a former Navy base in Pt. Loma. It was founded in fall 2005, and
operates under a SDUSD charter; the current five-year charter
extends through 2019. SDUSD reports a positive working relationship
with HTHMA with the school in full compliance with charter
standards.

PLEDGED SCHOOLS FINANCIALLY STABLE

The pledged schools maintained breakeven-to-positive operating
margins over the past few years, even in years with state per-pupil
aid reductions. Per-pupil aid is the dominant funding source for
the schools, as is typical in California and with charter schools
in general. Modest state per-pupil funding increases began in
fiscal 2013, and continued in 2014 (about 3%-5% depending on the
school) with larger increases in 2015 (about 12%) and 2016
(11%-14.5%). Management estimates a 4.5% increase for fiscal 2017.
Fitch views the improved per-pupil funding environment, combined
with solid demand and stable enrollment, as supporting positive
operating performance.

HTHMA generated a break-even or modestly positive margins in each
of the past five fiscal years. The fiscal 2015 results were
positive ($114,000 or a margin of 2.9%). This compares favorably to
fiscal 2014 results of negative 0.2%. Slimmer results in fiscal
2014 were due to a one-time purchase of computer equipment. Margins
for fiscal 2016 are projected to be positive. Coverage in fiscal
2015 of $620,000 annual debt service (equivalent to maximum annual
debt service [MADS] and the annual HTHL lease obligation) remains
positive; fiscal 2015 coverage was 2.5x.

HTHCV receives a subsidy from other HTHL schools (the various Point
Loma facilities) to meet its annual transaction MADS obligation of
$1.2 million. With that subsidy, operations are consistently close
to break-even, and debt service coverage is positive (1.3x in
fiscal 2015). In fiscals 2013 and 2014, the subsidy was lowered to
$450,000 from the pledged $600,000 due to stronger operations at
HTHCV, and further reduced to $217,139 in fiscal 2015. For fiscal
2016 management is projecting the subsidy at $195,000. Recently
HTHCV was awarded a three-year Charter School Facilities Incentive
Grant in the amount of $187,500 per year which will allow the
subsidy to be further reduced. Management reports the Point Loma
Facilities have ample capacity to continue the subsidy at the
maximum $600,000 level if required, but there is no expectation
that the full amount will be needed in the future. Fitch views the
moderating level of subsidization favorably and upgrade potential
for HTHCV exists if the subsidy is eliminated, debt service
coverage remains stable to improving, and operations are balanced.


SLIM BALANCE SHEETS

The balance sheet cushions at each of the schools remain extremely
narrow relative to the rating category. Liquidity remains a
significant credit concern, as is the case for many other
Fitch-rated charter schools. For HTHCV, available funds (AF;
unrestricted cash and investments) on June 30, 2015 declined to
$688,000 (from $858,000), equal to a slim 11.8% of expenses (15.5%
in fiscal 2014) and 3.7% of debt (4.7% in fiscal 2014). For HTHMA,
AF improved to $473,000, still a narrow 12.3% of expenses and 10.7%
of debt. HTH management reports that liquidity is managed on a
pooled basis at the HTHL and Affiliates level.

At June 30, 2015, AF for HTH Learning and Affiliates was
approximately $15 million, up from $12.6 million the prior year. AF
in fiscal 2015 was equal to 30.4% of expenses and 20% of pro forma
debt ($75 million, including the $22.6 million series 2008A and B
bonds). Fitch included a $2 million bank line in the pro forma debt
calculation. While HTHL and Affiliate's balance sheet is stronger
than that of the pledged schools, not all is pledged or available
for series 2008A or 2008B debt service.

STRONG STUDENT DEMAND

Strong student demand at the pledged schools supports operating
performance. At HTHMA, enrollment for fall 2015 remained stable and
consistent with budget, with 400 students. At HTHCV, enrollment
increased to 639 in fall 2015 from 626 in fall 2014 and above the
618 budget. Management is trying to reduce enrollment to a more
ideal 560-580, but has not been successful because prior year
freshman classes were larger and had strong retention rates.
Management expects enrollment will moderate at HTHCV within the
next year or two. Both schools are routinely over-subscribed with
2-3 times the applications for every available seat. As such, they
use lotteries to select students.

MIXED DEBT BURDEN RATIOS

HTHMA's debt burden is consistently high but has declined to a more
manageable 15.6% of operating revenues from 18% in 2011. Fitch
bases this calculation on the $620,000 annual lease payment due to
HTHL. Actual series 2008A bond debt service is less. Transaction
MADS debt burden remains high at 15.5% in fiscal 2015, but has
moderated from 18.4% in fiscal 2010. In fiscal 2015, MADS was 5.8x
net income available for debt service, a level more favorable than
most Fitch-rated charter schools.

HTHCV's ratios are substantially weaker, reflecting the younger age
of the school, higher debt leverage, and reliance on a pledged debt
service subsidy from other HTH charter schools at the Point Loma
campus. TMADS represented 21% of fiscal 2015 operating revenues,
slightly lower than the prior two years but one which Fitch
considers still very high. Similarly, total debt represented a high
11.6x net available income.


INTERPARK INVESTORS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Interpark Investors, LLC
        8608 W Catalpa Ave, Suite 806
        Chicago, IL 60656

Case No.: 16-04404

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 12, 2016

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Carol A. Doyle

Debtor's Counsel: Peter J Roberts, Esq.
                  SHAW FISHMAN GLANTZ & TOWBIN LLC
                  321 North Clark St, Suite 800
                  Chicago, IL 60654
                  Tel: 312-276-1322
                  Fax: 312-980-3888
                  Email: proberts@shawfishman.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by John J Fitzmaurice, manager of Interpark
Manager, LLC, the Debtor's manager.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Alis & Co.                         Note/Interest         $677,677
30 N. LaSalle Street
Suite 1232
Chicago, IL 60602

Katten Muchin                       Legal Fees           $619,080
Rosenman LLP
David R. Shevitz
525 W Monroe Street
Chicago, IL 60661

David R. Shevitz                    Notes/Interest       $343,221
c/o Katten Muchin
525 W. Monroe
Chicago, IL 60661

Mark Thomas Trust                   Notes/Interest       $122,056

Michael Murphy                      Notes/Interest       $121,931

McIntosh Limited Partnership        Notes/Interest       $115,549

Herbert S. Wander Revocable Trust   Notes/Interest        $99,360

Melvin E. Pearl                     Notes/Interest        $97,608

Joseph & Delores Weber              Notes/Interest        $94,756

Thomas Tulley LTD                     Legal Fees          $94,277

Howard M. Richard                   Notes/Interest        $93,068

Entrust Group FBO                   Notes/Interest        $81,287

Alan D. Croll                       Notes/Interest        $81,287

Alan Croll Ttee for                 Notes/Interest        $75,652
Robert F. Croll

Alan Croll Ttee for                 Notes/Interest        $75,652
Anthony F. Croll

Alan Croll Ttee for                 Notes/Interest        $75,652
Daniel V. Croll

C&L Construction                       Services           $59,486

Floyd A. Mandell                    Notes/Interest        $56,901

Michael Hartz                       Notes/Interest        $50,068

City of Chicago Department of                             $47,920
Revenue


JAMES RIVER COAL: BNP Paribas Unit Owns 6.4% Equity Stake
---------------------------------------------------------
BNP Paribas Arbitrage, SNC and BNP Paribas Securities Corp. filed
with the Securities and Exchange Commission a SCHEDULE 13G
(Amendment No. 6), disclosing their beneficial ownership of James
River Coal Co. common stock.  Specifically, BNP Paribas said they
may be deemed to beneficially own 2,476,600 shares or roughly 6.4%
of the Debtor's Common Stock.

BNP Paribas may be reached at:

     Paul Drumm
     Managing Director
     BNP Paribas Securities Corp.
     787 Seventh Ave.
     New York, NY 10019
     Tel: (212) 841-2724

                      About James River Coal

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed by
Peter T. Socha as president and chief executive officer.  Judge
Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M.
Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims
and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for $52
million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining.  The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.

                           *     *     *

James River Coal has filed a bankruptcy-exit Plan that contemplates
the liquidation and dissolution of the Debtors and the resolution
of all outstanding claims against, and interests in, the Debtors.
A copy of the Disclosure Statement for the Liquidating Plan filed
Dec. 22, 2015, is available for free at:

     http://bankrupt.com/misc/James_River_1565_DS_Liq_Plan.pdf

The Bankruptcy Court has approved the adequacy of the disclosure
statement describing the Chapter 11 plan, and set March 3, 2016, at
4:00 p.m. (prevailing Eastern Time) as deadline to vote on the
Debtors' plan.  A hearing is scheduled for March 10, 2016, at 1:00
p.m. (prevailing Eastern Time) to confirm the Debtors' plan.
Objections to the confirmation of the Debtors' plan must be filed
no later than 4:00 p.m. (prevailing Eastern Time) on March 3, 2016.


JEVIC TRANSPORTATION: Truckers Tell High Court Case Has High Stakes
-------------------------------------------------------------------
Patrick Boyle at Bankruptcy Law360 reported that some 1,200
truckers have shot back at their former company's argument that the
U.S. Supreme Court shouldn't hear their challenge to a bankruptcy
settlement that ignores their $12.4 million in claims, saying the
deal upends federal law guiding which creditors take priority.

The Third Circuit's dismissal of their suit last year conflicts
with other circuit court rulings and is likely to affect more
bankruptcy cases because it casts doubt on whether courts must
follow the priority scheme dictated in federal bankruptcy law, the
truckers said in a Feb. 2 response to Jevic Holding Corp.'s
contention that the settlement involves a rare circumstance that is
unlikely to apply elsewhere.

The truckers are represented by Jack A. Raisner and Rene S.
Roupinian of Outten & Golden LLP, Christopher D. Loizides of
Loizides PA, and Craig Goldblatt, Danielle Spinelli and Matthew
Guarnieri of WilmerHale.

Jevic Holding Corp. is represented by Christopher Landau of
Kirkland & Ellis LLP.

The case is Casimir Czyzewski et al. v. Jevic Holding Corp. et al.,
case number 15-649, in the U.S. Supreme Court.

                    About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services.  Two    
affiliates -- Jevic Holding Corp. and Creek Road Properties -- have
no assets or operations.  Jevic et al. sought Chapter 11 protection
(Bankr. D. Del. Case No. 08-11008) on May 20, 2008.  

Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del.,
represented the Debtors.  

The U.S. Trustee for Region 3 appointed five creditors to
serve on an Official Committee of Unsecured Creditors.  Robert J.
Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent
the Official Committee of Unsecured Creditors.

Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process.  As a part of the wind-down process, the
Debtors ceased substantially all of their business and
terminated roughly 90% of their employees.  The Debtors continue
to manage the wind-down process in an attempt to deliver all
freight in their system and to retrieve their assets.

When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
At Oct. 31, 2010, the Debtor had total assets of $425,000, total
liabilities of $12.2 million, and a stockholders' deficit of
$11.8 million.


KRONOS WORLDWIDE: S&P Lowers CCR to 'B', Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas-based Kronos Worldwide Inc.'s to 'B' from 'B+'.
The outlook is stable.

At the same time, S&P revised the recovery rating on the company's
$350 million term loan B to '2' from '3'.  The issue-level rating
remains 'B+'.  The '2' recovery rating indicates S&P's expectation
of substantial (lower end of the 70% to 90% range) recovery in the
event of a payment default.

"The downgrade reflects our forecast for weaker-than-expected
credit measures, with weighted-average debt to EBITDA of above 5x,"
said Standard & Poor's credit analyst Brian Garcia.  "As a result,
we have revised our assessment of the company's financial risk
profile to highly leveraged from aggressive," he added.

S&P's base case assumes a slower recovery in titanium dioxide
(TiO2) industry conditions than previously expected.  Despite the
expectation for some modest improvement in prices from weak 2015
levels, S&P believes that the supply-demand imbalance in the TiO2
sector will persist and continue to depress earnings.

The stable outlook on Kronos Worldwide Inc. reflects S&P's
expectation that industry conditions will gradually improve from
depressed 2015 levels, supporting adequate liquidity and an
improvement in credit measures.  S&P also expects that management
will maintain a prudent approach to funding growth and returns to
shareholders.  Over the next year, S&P expects Kronos to maintain
leverage measures appropriate for the rating, including debt to
EBITDA between 5x and 6x on a weighted average sustainable basis.
At the current rating S&P also expects the group credit profile to
remain unchanged.

S&P could lower the ratings in the next 12 months if it expects
pressure from weak TiO2 prices to continue longer than expected, as
well as weaker-than-expected end market demand.  In this scenario,
S&P would expect debt to EBITDA to remain above 7x, without
near-term prospects for improvement.  S&P could also lower the
ratings if the company uses additional debt to fund growth plans or
returns to shareholders.  Additionally, to lower the ratings, S&P's
downside scenario would have to lead to a weakening of the group
credit profile.

S&P could raise the ratings in the next 12 months if the TiO2
industry conditions and Kronos' operations stabilize to the point
where S&P expects the company to maintain debt to EBITDA below 4x
on a weighted average sustainable basis.  For this to occur S&P
would look for evidence of steadier end market demand and raw
material input prices.  To raise the ratings, the group credit
profile would also need to strengthen as a result of more
stabilized industry conditions in S&P's upside scenario.


LAZARD GROUP: Moody's Puts Ba1 CFR on Review for Upgrade
--------------------------------------------------------
Moody's Investors Service has placed the ratings of Lazard Group
LLC on review for upgrade, including its Ba1 corporate family
rating and Ba1 senior unsecured debt rating.

Moody's has taken these rating actions:

  Corporate family rating, Ba1 on review for upgrade

  Senior unsecured debt rating, Ba1 on review for upgrade

  Senior unsecured shelf rating, (P)Ba1 on review for upgrade

  Subordinate shelf rating, (P)Ba2 on review for upgrade

                        RATINGS RATIONALE

Moody's said there is upward pressure on Lazard's ratings following
its reported 2015 results that demonstrated a sustained level of
discipline in its compensation practices.  This cost discipline,
and strong revenues driven by a buoyant M&A advisory environment,
have improved Lazard's key credit metrics, said Moody's.  Moody's
said that Lazard's credit strengths include a strong brand and
agency-based business model, a broadly diversified business and
geographical mix, and a liquid balance sheet.

In reviewing Lazard for upgrade, Moody's said it would focus on the
resiliency of its business model should the M&A advisory market
soften and Lazard's asset management activities become affected by
a significant and prolonged market downturn.  Moody's said Lazard's
cash flow generating capacity would be pressured in such a
scenario, although this would likely be mitigated to some extent by
growth in Lazard's corporate restructuring advisory business under
such adverse economic conditions.  Moody's said management's
ability to remain within its stated through-the-cycle cost control
targets, without damaging its franchise value, would become a key
factor in its ability to weather such a downturn and maintain a
reasonable level of credit strength at the bottom of the cycle.

In addition to reviewing Lazard's financial resiliency, Moody's
said it would assess Lazard's capital allocation policies, and how
these might develop in the future.

What Could Change the Rating -- UP

Lazard could be upgraded should Moody's conclude that its improved
cost discipline is sufficiently rigorous to sustain a reasonable
debt service capacity at the bottom of the economic cycle, and
which would accelerate the company's improved results in a
subsequent upturn.  Moody's said an upgrade would also be dependent
upon its assessment of how Lazard's capital allocation policies
might evolve over time, particularly with respect to the balance
between creditor and shareholder interests.

What Could Change the Rating -- DOWN

Moody's said downward rating pressure is unlikely to develop in the
short term, given that Lazard's ratings are on review for upgrade.
A significant and prolonged deterioration in debt leverage would be
viewed negatively, as would a sharp escalation in compensation
costs as a percentage of revenues, said Moody's. Moody's added that
downward rating pressure could also develop if Lazard's significant
balance sheet cash was materially reduced without a commensurate
reduction in debt.

The methodologies used in these ratings were Global Securities
Industry Methodology published in May 2013 and Asset Managers:
Traditional and Alternative published in December 2015.


LEVEL 3: Southeastern Asset Reports 9.2% Stake as of Feb. 12
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on Feb. 12, 2016, Southeastern Asset Management, Inc.
disclosed that it beneficially owns 32,931,724 shares of common
stock of Level 3 Communications, Inc., representing 9.2 perent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/L9WZJX

                   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.

                           *     *     *

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.


LOUISIANA OILFIELD: Court Refuses to Lift Stay for Injured Workers
------------------------------------------------------------------
Judge Robert Summerhays of the United States Bankruptcy Court for
the Western District of Louisiana, Lafayette Division, granted the
motion filed by Louisiana Oilfield Contractors Association
Insurance Fund with respect to non-employer direct claims by
injured workers.

The judge also granted in part and denied in part the motions for
relief from automatic stay filed by Kelvin Hoyt, Richard Kozma, and
Westley Bourg.

Early in LOCA's chapter 11 bankruptcy case, the court entered an
order extending the stay to all actions and proceedings against
members of LOCA on the grounds that any such claims were property
of the bankruptcy estate.  Subsequently, the Movants sought relief
from the stay to pursue claims against their employers who were
members of LOCA.  The Movants also sought to expand liability to
LOCA member companies who did not employ them, solely by virtue of
their membership in the fund.  The Movants based their claim on
LSA-R. S. 23:1196F which provides that the members of a group
self-insurance fund, like LOCA, are "liable in solido for
liabilities of the fund."  

LOCA then sought a ruling that these claims are property of the
estate and that the Movants do not possess independent claims
against LOCA members who did not employ them.

Judge Summerhays found that LSA-R. S. 23:1196F does not support an
independent private cause of action or the expansion of workers'
compensation liability advocated by the Movants.  The judge
explained that the text of the said provision imposes in solido
liability with respect to "liabilities of the fund," not with
respect to individual workers' compensation claims.

Accordingly, Judge Summerhays granted LOCA's motion requesting a
ruling that the Movants do not have independent claims against the
LOCA members who did not employ them and that they are barred by
the automatic stay from pursuing any such claims.  The judge also
denied the Movants' motions for relief with respect to claims
against these LOCA members.

Judge Summerhays, however, granted the Movants' motion for relief
from the stay to pursue claims against their employers because
these claims arise out of the Louisiana Workers Compensation Law,
and are not affected by LSA-R.S. Sections 1191 et seq. per section
1196E.

The case is IN RE: LOUISIANA OILFIELD CONTRACTORS ASSOCIATION
INSURANCE FUND, Chapter 7, Debtor, Case No. 14-51518 (Bankr. W.D.
La.).

A full-text copy of Judge Summerhays' January 27, 2016 reasons for
decision is available at http://is.gd/Y05ODwfrom Leagle.com.

Louisiana Oilfield Contractors Association Insurance Fund is
represented by:

          H. Kent Aguillard
          H. KENT AGUILLARD
          P.O. Drawer 391
          Eunice, LA 70535
          Tel: (337) 457-9331
          E-mail: kaguillard@yhalaw.com

US Trustee is represented by:

          Gail Bowen McCulloch, Esq.
          OFFICE OF THE US TRUSTEE
          300 Fannin St, Rm 3196
          Shreveport, LA 71101-3079
          Tel: (318)676-3550



LUIS BURGOS: Goldsmith, US Trustee Deadline to File Briefs Extended
-------------------------------------------------------------------
Judge Jennifer A. Dorsey of the United States District Court for
the District of Nevada granted the stipulation filed by Tracy Hope
Davis, the United States Trustee for Region 17, and Jonathan B.
Goldsmith for an extension of time to file their briefs.

Goldsmith filed a notice of appeal of a bankruptcy order (1)
granting the Trustee's motion for disgorgement of fees pursuant to
11 U.S.C. Section 329 that were paid to Goldsmith; and (2) denying
Goldsmith's request for allowance of fees and expenses pursuant to
11 U.S.C. Section 330.

The scheduling order provides that appellant Goldsmith's opening
brief is due by January 29, 2016, that appellee Trustee's answering
brief is due on February 15, 2016, and that a reply brief by the
appellant is due on March 2, 2016.  Goldsmith and the Trustee
sought an extension in order to have an opportunity to engage in
settlement discussions.

Judge Dorsey granted the requested extension, which allows
Goldsmith until February 29, 2016 to file an opening brief, and
gives the Trustee 30 days after service of the appellant's opening
brief to file a response brief.  Any reply by the appellant is to
be filed 14 days after service of the appellee's responsive brief.

The case is In re: JONATHAN B. GOLDSMITH, Appellant, v. UNITED
STATES TRUSTEE, Appellee, Case No. 2:15-cv-2473-JAD (D. Nev.).

A full-text copy of Judge Dorsey's January 20, 2016 order is
available at http://is.gd/oi9oaKfrom Leagle.com.

Jonathan B. Goldsmith is represented by:

          Jonathan B. Goldsmith, Esq.
          617 Hoover Ave
          Las Vegas, NV 89101
          Tel: (702)818-4739
          Email: jonathan@vegaslawsite.com

United States Trustee is represented by:

          Brian E. Goldberg, Esq.
          Terri H. Didion, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          300 Las Vegas Boulevard South, Suite 4300
          Las Vegas, NV 89101
          Tel: (702)388-6600
          Fax: (702)388-6658


LUVU BRANDS: Posts $224,000 Net Income for Second Quarter
---------------------------------------------------------
Luvu Brands, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $224,392 on $4.88 million of net sales for the three months
ended Dec. 31, 2015, compared to net income of $197,625 on $4.29
million of net sales for the same period in 2014.

For the six months ended Dec. 31, 2015, the Company reported net
income of $2,157 on $8.60 million of net sales compared to net
income of $113,302 on $7.87 million of net sales for the six months
ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $3.88 million in total assets,
$6.11 million in total liabilities and a total stockholders'
deficit of $2.22 million.

As of Dec. 31, 2015, the Company has an accumulated deficit of
$8,895,330 and a working capital deficit of $1,456,721.  This,
according to the Company, raises substantial doubt about its
ability to continue as a going concern.

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

                   http://is.gd/4L5yJ0

                    About Luvu Brands

Luvu Brands, Inc., formerly known as Liberator, Inc., is a
U.S.-based manufacturer that has built several brands in the
wellness, lifestyle and casual furniture and seating categories.
Its brands are headquartered in Atlanta in a 140,000 square foot
manufacturing facility.


LUZERNE COUNTY: S&P Affirms 'BB+' GO Debt Rating, Off CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB+' long-term
and underlying rating on Luzerne County, Pa.'s general obligation
(GO) debt and removed it from CreditWatch.  The outlook is
negative.

"The removal from CreditWatch reflects our opinion that the county
has remedied our short-term concerns regarding debt repayment,"
said Standard & Poor's credit analyst Timothy Little, "while the
negative outlook reflects our view of continued fiscal pressure
given uncertainty around state funding and persistent structural
budget imbalance that will require various fiscal adjustments in a
timely manner to stabilize liquidity."

The bonds are secured by the county's full faith, credit, and
unlimited taxing power pledge.

"The non-investment-grade rating and negative outlook reflect our
very weak assessment of management conditions based on a structural
imbalance and political instability and gridlock that have weakened
the county's financial position and operations," said Mr. Little.
The council's adopted 2016 budget was largely divergent from what
was proposed by management and, in S&P's opinion, demonstrates a
lack of willingness to meaningfully replenish its reserves.
Furthermore, despite a change in management through the recent
departure of its county manager and three new members of the county
council, if the county does not enact significant structural
reforms or a structurally sound 2017 budget, S&P's view of
management conditions will likely remain very weak because the lack
of reforms will place further pressure on the rating.

"The rating is further constrained by the county's significantly
negative reserve positon over the past three years that we do not
expect to significantly improve in the near term," said Mr. Little,
"and its current structural imbalance based on prior-year history."
Other factors include its adopted 2016 budget's reliance on
non-recurring revenues, and uncertainty regarding fiscal 2017's
budget.  These factors create uncertainty as to whether the county
can address its significantly diminished reserve position and place
downward pressure on the rating.

"The negative outlook reflects our view that the county's credit
rating could be lowered further if structural reforms are not
implemented or liquidity worsens," added Mr. Little.  "It also
reflects the county's very weak flexibility that we do not expect
to substantially improve in the near term and our very weak
assessment of management.  The fiscal position of the county
remains tenuous as it continues to financially recover.  In our
opinion, the actions by the county over the last three months have
been materially negative and are consistent with a
non-investment-grade rating," S&P said.

However, in S&P's opinion, the county has options to return to
structural balance and improve its liquidity.  Should it
demonstrate a track record of fiscal adjustments that stabilize
reserves and liquidity, S&P may revise the outlook to stable.


MAGNUM HUNTER: Continuum Wants Plan Outline to Discuss Its Claims
-----------------------------------------------------------------
Continuum Midstream, L.L.C., and Continuum Energy Services, L.L.C.,
object to the Disclosure Statement explaining Magnum Hunter
Resources Corporation, et al.'s Chapter 11 plan.

Continuum Energy, formerly known as Seminole Energy Services,
L.L.C., et al., is an integrated energy products and services
company with dual headquarter offices in Houston, Texas and Tulsa,
Oklahoma. Natural gas production from the southern Appalachian
Basin properties of Magnum Hunter Production, Inc. ("MHP"), one of
the Debtors, is delivered and sold through gas gathering facilities
owned by Continuum Energy and located in Southeastern Kentucky,
northeastern Tennessee, and western Virginia -- Continuum Energy
Gathering System.

As of the Petition Date, Continuum Energy and affiliated companies
were owed over $6 million in pre-petition claims arising under
these Agreements, and were listed by the Debtors as the second
largest unsecured creditor.  Subsequent to the Petition Date, the
parties have engaged in preliminary discussions to restructure
certain of these Agreements.  The parties so far have not reached
agreement concerning restructuring of the Agreements or the
treatment of Continuum Energy's pre-petition cure claims.

"Discussion of the impact of the Debtors' business plan regarding
the Agreements with Continuum Energy may be crucial to the
distributions to the Debtors' creditors and to the feasibility of
the Plan.  Yet, the Disclosure Statement is devoid of any
discussion of the Agreements, including a description of the
Debtors' interests in and obligations under the Agreements and the
impact that assumption or rejection of the Agreements will have on
the Debtors' reorganization efforts and the Debtors' underlying
acreage and production that are served by the Agreements.  For
instance, if the Debtors' reject the Agreements, they will not be
able to provide natural gas service to some of their customers and
the customers may not have any other source to obtain the natural
gas. Further, the Continuum Energy Gathering System is the only
known way for the Debtors to get the natural gas and NGLs to market
so the Debtors may be forced to shut in the production and wells
that feed into the gathering system.  The economic impact on the
Debtors of shutting in that production and cutting off some of the
Debtors' customers has not been disclosed or discussed in the
Disclosure Statement," Continuum said in its objection.

"Additionally, assuming the Debtors elect to reject the Agreements,
the Debtors have scheduled what they believe are the pre-petition
amounts due to Continuum Energy under the Agreements at no less
than $6,188,867, which Continuum believes may increase upon final
reconciliation.  If this claim is allowed, Continuum could be the
largest unsecured creditor participating in distributions from the
Unsecured Creditor Cash Pool reserved for allowed unsecured claims
under the Plan and its claim will significantly dilute the monies
available for distribution to general unsecured creditors in the
cases."

"The Disclosure Statement presently represents that general
unsecured creditors will receive a distribution of approximately
52% (subject to adjustment for professional fees, claims
objections, etc.), based upon the Debtors' estimate of unsecured
claims and the amount to be set aside in the Unsecured Creditor
Cash Pool.  However, the impact of Continuum Energy's claims, as
well as the claims of any other similarly situated contract parties
(which may significantly reduce the proposed distribution) has not
been adequately disclosed to creditors," Continuum avers.

Continuum Energy joins in the objections to the Disclosure
Statement raised by other parties-in-interest, to the extent
applicable to its interests. Continuum Energy expressly reserves
all objections to confirmation of the Debtors' Plan.

Co-Counsel for Continuum Midstream, L.L.C. and Continuum Energy
Services, L.L.C.:

         Natalie D. Ramsey, Esq.
         Laurie A. Krepto, Esq.
         Joseph O'Neil, Esq.
         MONTGOMERY MCCRACKEN WALKER & RHOADS, LLP
         1105 North Market Street, Suite 1500
         Wilmington, DE 19801
         Telephone: (302) 504-7800
         Facsimile: (302) 504-7820
         E-mail: nramsey@mmwr.com
                 lkrepto@mmwr.com
                 joneil@mmwr.com

                 - and -

         Steven W. Soule, Esq.
         John Richer, Esq.
         Hall Estill, Esq.
         320 South Boston Avenue
         Tulsa, OK 74103-3706
         Telephone: (918) 594-0466
         Facsimile: (918) 594-0505
         E-mail: ssoule@hallestill.com
                 jricher@hallestill.com

                        About Magnum Hunter

Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States.  MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015.  In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.

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

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

As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock.  The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing Facility;
(b) approximately $336.6 million in principal amount of obligations
under the Debtors' second lien credit agreement; (c) approximately
$13.2 million in principal amount of Equipment and Real Estate
Notes; and (d) approximately $600 million in principal amount of
Notes.


MAGNUM HUNTER: Disclosure Statement Hearing Adjourned to Feb. 19
----------------------------------------------------------------
Counsel to Magnum Hunter Resources Corporation and its
debtor-affiliates notified the U.S. Bankruptcy Court that the Feb.
11 hearing on the Disclosure Statement explaining their proposed
bankruptcy-exit plan has been adjourned to Feb. 19, 2016, at 1:00
p.m., prevailing Eastern time.

Objections to approval of the Disclosure Statement were filed by
(a) Continuum Midstream, L.L.C., and Continuum Energy Services,
L.L.C., and (b) Kanbar Spirits, Inc., and the Maurice S. Kanbar
Revocable Trust under agreement dated June 7, 2001, with the
objectors asking that their agreements with the Debtors included in
the Disclosure Statement.  Another objection was filed by Arjun S.
Rautela, who is acting pro se, and wants an equity committee to
evaluate the inconsistent asset values presented by the Debtors.

The Debtors have proposed a voting record date of Feb. 11, 2016, a
March 21 deadline to cast votes, and a March 28 plan confirmation
hearing.

                        Debt-for-Equity Plan

As reported in the Jan. 22, 2016 edition of the TCR, Magnum Hunter
Resources and its affiliated debtors filed a proposed Chapter 11
plan of reorganization that provides for the reorganization of the
Debtors as a going concern through a debt-for-equity conversion of
substantially all of the Debtors' remaining pre- and postpetition
funded indebtedness.

The key element of the Plan is the agreement of creditors to
convert their pre- and postpetition funded debt claims, including
the DIP facility claims of up to $200 million, second lien claims
of $336.6 million, and note claims of $600 million, into new common
equity.  Specifically, the DIP Facility Lenders shall receive their
pro rata share of 28.8 percent of the new common equity, the second
lien lenders will receive their Pro Rata share of 36.87 percent of
the New Common Equity, and the Noteholders shall receive their Pro
Rata share of 31.33 percent of the New Common Equity (all of which
is subject to dilution by the Management Incentive Plan).

Moreover, the holders of the equipment and real estate notes with
principal totaling $13.2 million will have their claims
reinstated.

The holders of general unsecured claims will receive their pro rata
share of the unsecured creditor cash pool.  It is currently
intended that the unsecured creditor cash pool will be $20,000,000,
which amount may be subject to the costs of any professional fees
or other expenses incurred as part of the claims reconciliation
process.  The Disclosure Statement still has blanks as to the
projected total amount of unsecured claims and the estimated
percentage recovery by the class.

The terms of the prearranged restructuring are set forth in a
Restructuring Support Agreement, which was signed by parties
holding in the aggregate of approximately 75 percent in principal
amount of the Debtors' prepetition funded debt.  Specifically, the
Restructuring Support Agreement was executed by (a) holders of
substantially all of the outstanding principal amount under the $70
million bridge financing facility, (b) holders of approximately
66.5 percent of the outstanding principal amount under the Second
Lien Credit Agreement, and (c) holders of approximately 79 percent
of the outstanding principal amount of the Notes.

A copy of the Disclosure Statement and Plan filed Jan. 7, 2016, is
available for free at:

             http://bankrupt.com/misc/Magnum_H_213_DS.pdf

The Debtors' attorneys:

          Laura Davis Jones, Esq.
          Colin R. Robinson, Esq.
          Joseph M. Mulvihill, Esq.
          PACHULSKI STANG ZIEHL & 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: ljones@pszjlaw.com
                  crobinson@pszjlaw.com
                  jmulvihill@pszjlaw.com

                  - and -

          Edward O. Sassower, P.C.
          Brian E. Schartz, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900
          E-mail: edward.sassower@kirkland.com
                  brian.schartz@kirkland.com

                  - and -

          James H.M. Sprayregen, P.C.
          Justin R. Bernbrock, Esq.
          Alexandra Schwarzman, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200
          E-mail: james.sprayregen@kirkland.com
                  justin.bernbrock@kirkland.com
                  alexandra.schwarzman@kirkland.com

                        About Magnum Hunter

Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States.  MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015.  In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.

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

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

As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock.  The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing Facility;
(b) approximately $336.6 million in principal amount of obligations
under the Debtors' second lien credit agreement; (c) approximately
$13.2 million in principal amount of Equipment and Real Estate
Notes; and (d) approximately $600 million in principal amount of
Notes.


MAGNUM HUNTER: Kanbar Wants Plan Outline to Discuss Joint Ventures
------------------------------------------------------------------
Kanbar Spirits, Inc., and the Maurice S. Kanbar Revocable Trust
under agreement dated June 7, 2001, tell the Bankruptcy Court that
approval of the Disclosure Statement explaining Magnum Hunter
Resources Corporation, et al.'s Chapter 11 plan must be denied
because the plan outline fails to provide "adequate information"
that would allow parties to intelligently vote for the proposed
plan, particularly with respect to the Debtors' proposed treatment
of the partnerships and joint ventures in which Kanbar is partners
and a joint venturer with one or more of the Debtors.

Kanbar is involved in multiple partnerships and joint ventures in
which one or more of the Debtors is also a partner or joint
venturer.  These partnerships include: (1) NGAS Partners 2004-2,
Ltd., (2) NGAS Partners 2005-A, Ltd., (3) NGAS Partners 2005-B,
Ltd., and (4) NGAS Partners 2005-C, Ltd.  Under these partnerships,
the parties agreed to develop and produce oil and gas from
properties located primarily in Kentucky.  These particular
partnerships involve Daugherty Petroleum, Inc., predecessor of
Magnum Hunter Resources Corporation and/or Magnum Hunter
Production, Inc., two of the Debtors in the Chapter 11
proceedings.

These partnerships and joint ventures were investment vehicles
offered through the Debtors directly and marketed through brokers
and were largely geared to retail investors, like Kanbar.  Kanbar's
investment in these partnerships and joint ventures exceeds $20
million.  It is believed that there are hundreds of similar
partnerships and joint ventures involving the Debtors and other
retail investors.  There is no mention of these partnerships and
joint ventures in the Disclosure Statement; nor is there any
mention of the Debtors intentions concerning its rights and
interests in these partnerships and joint ventures.

"As a fundamental and threshold matter, the Disclosure Statement
wholly fails to advise creditors and equity holders about the
Debtors' interests in these partnerships and joint ventures, the
obligations of the Debtors as partners and joint venturers, and
their effect on the reorganization efforts of the Debtors. The
Disclosure Statement cannot be approved until there is full and
complete disclosure of all such partnerships and their assets and
liabilities and the Debtors' proportional interest in the same,"
Kanbar tells the Court.

"Moreover, the Debtors must provide specific information concerning
the effect of bankruptcy on these partnerships and joint ventures.
For example, whether the Debtors are going to voluntarily seek
dissolution of such partnerships and co-ventures under the
operative agreements and distribute assets to the partners after
payment of outstanding liabilities consistent with applicable state
law; whether the bankruptcy itself acted to terminate these
partnerships through the bankruptcy of one or more of the partners;
and whether and to what extent the Debtors assert that the
properties and other assets owned by these partnerships and joint
ventures are estate property."

Attorneys for Kanbar Spirits:

         MONZACK, MERSKY, MCLAUGHLIN & BROWDER, P.A.
         Rachel B. Mersky, Esq.
         1201 N. Orange Street, Suite 400
         Wilmington, DE 19801
         Tel: (302) 656-8162
         Fax: (302) 656-2769
         E-mail: rmersky@monlaw.com

                 - and -

         MCDONALD, MCCANN, METCALF & CARWILE, LLP
         Gary M. McDonald, Esq.
         Chad J. Kutmas, Esq.
         15 E. Fifth Street, Suite 1400
         Tulsa, OK 74103
         Tel: (918) 430-3700
         Fax: (918) 430-3770
         E-mail: gmcdonald@mmmsk.com
                 ckutmas@mmmsk.com

                        About Magnum Hunter

Magnum Hunter Resources Corporation is an oil and gas company
headquartered in Irving, Texas that primarily is engaged in the
acquisition, development, and production of oil and natural gas
reserves in the United States.  MHRC and its affiliates own
interests in approximately 431,643 net acres in total and have
proved reserves with an industry value of approximately $234.5
million as of December 31, 2015.  In the aggregate, MHRC generated
approximately $391.5 million in revenue from their operations in
2014 and generated approximately $169.3 million in revenues from
their operations for the ten months ended October 31, 2015.

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

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

As of Sept. 30, 2015, the Debtors reported approximately $1.1
billion in total liabilities, as well as $416.3 million in stated
value of preferred stock.  The Debtors' significant funded debt
obligations include: (a) approximately $70 million in principal
amount of obligations under the Debtors' Bridge Financing Facility;
(b) approximately $336.6 million in principal amount of obligations
under the Debtors' second lien credit agreement; (c) approximately
$13.2 million in principal amount of Equipment and Real Estate
Notes; and (d) approximately $600 million in principal amount of
Notes.


MAGNUM HUNTER: Wins Nod to Assume Restructuring Support Agreement
-----------------------------------------------------------------
Magnum Hunter Resources Corporation and its debtor-affiliates on
Feb. 9, 2016, obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to assume a restructuring support
agreement with certain lenders.

As reported in the Jan. 29, 2016 edition of the TCR, the
Restructuring Support Agreement contemplates consummation of a
chapter 11 plan of reorganization that provides for the conversion
of substantially all of the Debtors' prepetition funded debt
obligations into newly-issued common equity of reorganized MHRC,
which eliminates virtually all future interest burden.  Under the
Restructuring Support Agreement, the DIP Facility will also convert
into New Common Equity and general unsecured claimants are expected
to receive a significant cash recovery.  In addition, all of the
existing equity interests in MHRC will be cancelled.  

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

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

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

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

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

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

   * The Real Estate and Equipment Notes will be reinstated;

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

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

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

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

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

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

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

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

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

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

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

A copy of the Order and the Restructuring Support Agreement is
available for free at:

     http://bankrupt.com/misc/Magnum_H_503_RSA_Order.pdf

                  About Magnum Hunter Resources

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

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

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


MALIBU LIGHTING: CGPC Buys NCOC Pet Bedding Business for $61MM
--------------------------------------------------------------
National Consumer Outdoors Corporation, formerly known as Dallas
Manufacturing Company, Inc., a debtor-affiliate of Malibu Lighting
Corporation, won approval from the Bankruptcy Court to sell its pet
bedding and pet accessories business to Central Garden and Pet
Company for $61 million in cash plus the assumption of
liabilities.

The Debtor on Oct. 27, 2015, won approval to commence a sale
process for substantially all of its operating assets.  

DMC Acquisition Holdings, LLC, an affiliate of Summit Investment
Management LLC, was the stalking horse bidder, signing an agreement
to purchase the assets for $36,850,000, plus the assumption of
$9,500,000 in liabilities, absent higher and better offers.

At the behest of the Official Committee of Unsecured Creditors, the
bidding procedures order provided among other things that the
failure of the Committee to object to a credit bid put forth by
Comerica Bank or the Court's approval of any such credit bid shall
not (a) prejudice or impair the rights of the Committee to
challenge the nature, extent, validity, priority, perfection or
amount of Comerica's alleged liens, security interests and claims
or (b) release Comerica from any causes of action which can be
brought by or on behalf of the Debtor's estate.

The Court-approved approved bid procedures set a Nov. 12 deadline
for initial bids, a Nov. 17 auction and a Nov. 19 sale hearing.

The approved bid procedures provided that the Summit unit will be
entitled to a break-up fee in the amount of $942,500 and expense
reimbursement of up to $400,000 if it is not the Successful Bidder
at the auction.  The parties originally requested that the break-up
fee be set at $1,117,500 and the expense reimbursement be capped at
$225,000.

                          Nov. 17 Auction

Upon conclusion of the auction, the Debtor determined that the
highest or otherwise best bidder was Central Garden and Pet Company
(the "Successful Bidder") and the second highest or otherwise best
bidder was DMC Acquisition Co., LLC, an affiliate of OpenGate
Capital Partners I, LP (the "Backup Bidder").  

Following a sale hearing, the Court entered an order approving the
sale of the assets to Central Garden for a purchase price of $61
million in cash plus the assumption of liabilities.

A copy of the Sale Order is available at:

       http://bankrupt.com/misc/Malibu_L_270_Sale_Ord_CG.pdf

Purchaser Central Garden and Pet Company can be reached at:

          CENTRAL GARDEN & PET COMPANY
          Office of the General Counsel
          1340 Treat Blvd.
          Walnut Creek, CA 94597
          Attn: George A. Yuhas
          E-mail: gyuhas@central.com

Purchaser Central Garden and Pet Company's attorneys:

          ORRICK, HERRINGTON & SUTCLIFFE LLP
          The Orrick Building
          San Francisco, CA 94105
          Attn: Frederick D. Holden, JR.
          E-mail: fholden@orrick.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 petitions were signed by
David M. Baker as chief restructuring officer.  Judge Kevin Gross
is assigned to the cases.

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

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 Debtors engaged Pachulski Stang Ziehl & Jones LLP as counsel,
Piper Jaffray Co. as investment banker and Kurtzman Carson
Consultants as claims and noticing agent.


MALIBU LIGHTING: Expeditors Asks for Relief From Stay
-----------------------------------------------------
In the Chapter 11 cases of Malibu Lighting Corporation, et al.,
Expeditors International of Washington, Inc. and its subsidiaries,
including Expeditors Canada, Inc., filed a motion seeking relief
from the automatic stay as to its liens and security interests.

Expeditors is a non-vessel owned common carrier, freight forwarder,
customs broker, warehouseman and provider of distribution and other
logistics services.

Before the Petition Date, Expeditors transported goods in
international and domestic commerce for the Debtors.  In the course
of performing such services, Expeditors acquired possession,
custody and control of, inter alia, goods belonging to the Debtors
or in which the Debtors claim an interest and various commercial
documents, including documents of title.

Expeditors has possession, custody or control of certain goods of
the Debtors -- Petition Date Cargo -- and related documents, having
a declared value of approximately $4.9 million.  On information and
belief the Petition Date Cargo consists of lighting fixtures, parts
and accessories.  To the extent the Debtors abandon the Petition
Date Cargo, Expeditors anticipates that the value of the Petition
Date Cargo will decrease significantly.

As of the Petition Date, MLC and Brinkman owe Expeditors $38,677 in
the aggregate -- Expeditors' "Claims" -- for transportation,
storage and preservation of goods and other property, including
freight, storage, distribution, Customs duties and fees, demurrage,
detention, and other charges, plus late charges on the foregoing at
18% per annum and attorneys' fees.  All charges continue to accrue.
Significantly, storage charges continue to accrue with respect to
the Petition Date Cargo at a rate of approximately $2,720 per week
for Brinkman related storage charges and $4,845 per week for MLC
related storage charges.

In the case at bar, the Debtors have represented to Expeditors that
they are abandoning their interest in the Petition Date Cargo.
Further, the Debtors have no equity in the Petition Date Cargo,
Expeditors tells the Court.  Therefore, Expeditors says it is
entitled to relief from the automatic stay.

However, storage charges are accruing at a substantial rate.
Therefore, it is essential that the automatic stay be terminated
quickly to mitigate potential loss and expense to Expeditors,
Expeditors tells the Court.

Expeditors' attorneys:

         Jason C. Powell
         FERRY JOSEPH & PEARCE, PA
         824 N. Market Street, Suite 1000
         Wilmington, DE 19801
         Tel: (302) 575-1555
         Fax: (302) 575-1714

             - and -

         Lisa M. Kresge
         BRENNAN, RECUPERO, CASCIONE, SCUNGIO & MCALLISTER, LLP
         362 Broadway
         Providence, RI 02909
         Tel: (401) 453-2300
         Fax: (401) 453-2345

                       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 petitions were signed by
David M. Baker as chief restructuring officer.  Judge Kevin Gross
is assigned to the cases.

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

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 Debtors engaged Pachulski Stang Ziehl & Jones LLP as counsel,
Piper Jaffray Co. as investment banker and Kurtzman Carson
Consultants as claims and noticing agent.


MALIBU LIGHTING: Has Until May 4 to Decide on Unexpired Leases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until May 4, 2016, Malibu Lighting Corporation, et al.'s time to
assume or reject unexpired leases of nonresidential real property.

Debtors Outdoor Direct Corporation and MLC are currently winding
down their operations and liquidating their remaining assets -- a
process that began prepetition.  In this relation, they have not
yet concluded the sale of ODC's and MLC's remaining assets and must
continue to honor obligations under the asset purchase agreement
with respect to leases and agreements covered under that agreement.
The Debtors are current on their rental payments owed to the
affected landlords to the unexpired leases.

                       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.

Malibu Lighting disclosed total assets of $31,974,071 and total
liabilities of $12,166,857 as of the Chapter 11 filing.

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.


MARSHALL MEDICAL: Fitch Affirms 'BB+' Rating on $20MM 2004B Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
California Health Facilities Financing Authority bonds, issued on
behalf of Marshall Medical Center (MMC):

-- $20 million series 2004B auction rate (insured: Ambac
    Assurance Corporation).

MMC has $13.7 million fixed rate series 2012A bonds and $26.7
million fixed rate 2015A bonds that are insured by Cal-Mortgage
Loan Insurance Division. The series 2012A bonds have an insured
only rating of 'A+'. Fitch was not asked to rate the series 2015A
bonds.

The Rating Outlook is revised to Positive from Stable.

SECURITY

Debt payments are secured by a pledge of the gross revenues of the
obligated group and a mortgage lien. There is a debt service
reserve fund. The consolidated financials include a subsidiary, a
surgery center that is non-obligated. The obligated group accounted
for 99.7% of total assets and 97.4% of total revenue of the
consolidated entity in fiscal 2014 (Oct. 31 year end). Fitch's
analysis is based on the consolidated entity.

KEY RATING DRIVERS

STRONG OPERATING PERFORMANCE: The Rating Outlook revision to
Positive from Stable reflects MMC's very strong operating
performance in fiscal 2015 that led to almost a doubling of its
unrestricted cash and investments. An upgrade is precluded at this
time given the uncertainty around both the permanence of the
provider fee program that has greatly benefited MMC, and expected
sizeable investments in an integrated electronic medical record.

SIGNIFICANT POSITIVE IMPACT FROM PROVIDER FEE: California enacted a
hospital provider fee in 2010 to draw down additional federal funds
for Medi-Cal services, and the current program expires in December
2016. While MMC has significantly benefited from the provider fee
program, its profitability has been volatile over the last several
years due to the timing of recording the provider fee net income
related to the significant lag in receiving the various approvals
from the Centers for Medicare and Medicaid Services (CMS). Fiscal
2015 performance includes a portion of provider fee funds related
to fiscal 2014. Provider fee funds (net of pledge payments) totaled
$6.9 million in fiscal 2013, $1.3 million in fiscal 2014 and $18.4
million in fiscal 2015.

GOOD DEBT SERVICE COVERAGE: With strong operating performance and a
moderate debt burden, debt service coverage is very good for the
rating level. Maximum annual debt service (MADS) coverage by EBITDA
was 7.4x in fiscal 2015 compared to 3.2x in fiscal 2014 and 3.4x in
fiscal 2013.

ELEVATED CAPITAL SPENDING EXPECTED: After MMC opened a three-story
hospital expansion in January 2013, capital needs have been
manageable. However, higher capital spending is expected over the
next two years due to the MMC's plan to implement an integrated
electronic medical record. This project is expected to increase
both capital and operating costs over the next two years.

LIQUIDITY IMPROVEMENT: As of Oct. 31, 2015, MMC had $61.9 million
of unrestricted cash and investments (114.7 days cash on hand
[DCOH] and 90.8% cash to debt), compared to $33.4 million the prior
year (62.2 DCOH and 47.2% cash to debt). Management has been
committed to rebuilding liquidity since funding half of its
expansion project from equity. The significant improvement in
liquidity was driven by the receipt of the provider fee funds.

MANAGEMENT ADDRESSING REDUCED REIMBUSEMENT ENVIRONMENT: MMC has
been proactive in entering into alternative payer arrangements to
gain experience as the reimbursement model shifts more to value
based. MMC is participating in bundled payments, an accountable
care organization, and a program to manage high utilizers of
medical services.

RATING SENSITIVITIES

CLARITY ON PROVIDER FEE PROGRAM: Although the majority of MMC's
ratios are currently in line with the 'BBB' category medians, its
small revenue base subjects performance to volatility. Given the
large impact of the provider fee program, upward movement of the
rating will be dependent on ongoing funding after 2016.

CREDIT PROFILE

MMC is located in Placerville, CA approximately 45 miles east of
Sacramento, and operates a 113 bed general acute-care community
hospital and several clinics. MMC maintains a good market position
in its service area, with competition mainly from Kaiser Permanente
as well as other tertiary providers in the Sacramento area. In
fiscal 2015 (interim financials), MMC generated $230.6 million in
total operating revenue.

Strong Profitability in Fiscal 2015

Operating income in fiscal 2015 was $21.5 million (9.3% operating
margin), compared to 0.3% operating margin in fiscal 2014 and 2.6%
in fiscal 2013. Fiscal 2015 performance was driven by good volume
growth and $18.4 million of provider fee funds.

The provider fee program has been in place since November 2009
(retroactive to April 2009) with various phases and sunset dates;
the most recent phase (Phase 4) is running from Jan. 1, 2014 to
Dec. 31, 2016. The funding from this program has been uneven given
the timing of CMS approval. The fee for service portion of the
Phase 4 program did not receive approval until December 2014.
Therefore, the amounts related to calendar year 2014 were not
booked until December 2014. MMC is not subject to the provider fee
portion of the provider fee program due to its rural designation,
but does make pledge payments, which are fairly minimal (less than
$300,000).

The financial benefit from the provider fee program has been $12.8
million in fiscal 2012, $6.9 million in fiscal 2013, $1.3 million
in fiscal 2014, $18.4 million in fiscal 2015 and a projected $12
million in fiscal 2016. A November 2016 ballot initiative seeks to
make the program permanent. If approved, management estimates the
program would result in annual funding of $10 million-$13 million.


Conservative Debt Profile

Total par amount of debt outstanding as of Oct. 31, 2015 was $63.4
million and includes $26.9 million series 2015A fixed rate, $20
million series 2004B auction rate, $13.7 million series 2012A fixed
rate and $2.8 million USDA loan and capital leases. All of the
bonds are insured by Cal Mortgage, and MMC issued the series 2015A
bonds to refinance the series 2004A bonds. Management stated that
the auction rate bonds have been setting at less than 1%. MADS is
calculated at $5.1 million, down from $5.8 million during last
year's review. The debt burden is moderate and MADS accounted for
2.2% of total revenue in fiscal 2015, compared to the 'BBB'
category of 3.6%.


MATADOR RESOURCES: S&P Raises Rating on Sr. Unsecured Debt to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
Dallas-based exploration and production (E&P) company Matador
Resources Co.'s senior unsecured debt to 'B' (same level as the
corporate credit rating) from 'B-'.  At the same time, S&P removed
the rating from CreditWatch where it placed it with negative
implications on April 6, 2015.  S&P simultaneously revised the
recovery rating on this debt to '4', indicating its expectation of
average (30% to 50%; higher end of range) recovery in the event of
a payment default, from '5'.

The corporate credit rating on Matador Resources remains 'B'.  The
outlook is stable.

S&P revised its recovery rating and raised its issue-level rating
on Matador's senior unsecured debt based on an increase in the
PV-10 valuation of the company's reserves as of year-end 2015,
resulting in higher recovery prospects for the senior unsecured
debt.

"The ratings on Matador Resources reflect our view of the company's
vulnerable business risk and aggressive financial risk profiles,"
said Standard & Poor's credit analyst Christine Besset.

S&P considers Matador Resources' financial risk profile to be
aggressive.  The stable outlook reflects S&P's view that Matador
Resources will continue to grow its reserves and production while
maintaining FFO/debt of about 20% and debt/EBITDA of 4x to 4.5x.

S&P could lower the rating if S&P expected FFO/debt to fall below
12% or debt/EBITDA to exceed 5x with no near-term remedy, or if
liquidity deteriorated.  This would most likely occur if commodity
prices were to significantly weaken further, the company did not
meet our oil production growth expectations, or if capital spending
exceeded cash flows by significantly more than currently
contemplated.

An upgrade would be possible if Matador Resources continues to
improve is operational performance such that the scale of its
reserves and production are more consistent with a weak business
risk profile, while maintaining adequate liquidity and FFO/debt
above 30%.


MERRIMACK PHARMACEUTICALS: Board OKs $546K Cash Bonus for Execs.
----------------------------------------------------------------
The Organization and Compensation Committee of the Board of
Directors of Merrimack Pharmaceuticals, Inc. took the following
actions regarding the compensation of the executive officers of the
Company listed below:

1. Approved 2015 annual cash bonus awards pursuant to the
   Company's annual cash bonus program:

                                  2015 Base      2015 Actual
  Name                              Salary       Cash Bonus
  ----                            ---------      -----------
Robert J. Mulroy                   $570,180        $176,756
President and Chief
Executive Officer

Yasir B. Al-Wakeel                 $370,000        $129,500
Chief Financial Officer and
Head of Corporate Development

Peter N. Laivins                   $314,815        $110,185      
Head of Development

William M. McClements              $371,382        $129,984
Head of Corporate Operations
      
In addition, the Committee awarded William A. Sullivan, the
Company's principal accounting officer and treasurer, and former
chief financial officer, a cash bonus of $108,643 for 2015.

2. Established 2016 base salaries, effective April 1, 2016:

   Name                                         2016 Base Salary
   ----                                         ----------------
Robert J. Mulroy                                   $598,689
Yasir B. Al-Wakeel                                 $370,000
Peter N. Laivins                                   $333,704
William M. McClements                              $386,237   

3. Approved the annual performance-based cash bonus program for
2016.  The 2016 Bonus Program is comprised of the following three
elements:

  (1) the achievement of specified annual corporate objectives;

  (2) the achievement of specified annual individual performance
      objectives; and

  (3) the support of the overall management of the Company and the
      creation of long-term value for the Company's stockholders,
      which are referred to as the general management
      contribution.

The corporate objectives for 2016 generally focus on ensuring a
successful launch of ONIVYDE, advancing the Company's clinical and
preclinical pipeline and pursuing various corporate development
opportunities.

The individual performance objectives for 2016 generally relate to
the following:

   * for Robert J. Mulroy, advancing the Company's corporate
     objectives, strengthening the Company's investor base and
     setting up the Company for growth as a commercial
     organization;

   * for Yasir B. Al-Wakeel, ensuring adequate funding for the
     Company, pursuing various corporate development opportunities

     and strengthening the Company's investor base;

   * for Peter N. Laivins, advancing the Company's last-stage
     clinical trials, including in additional indications for
     ONIVYDE; and

   * for William M. McClements, developing the organizational
     capabilities and infrastructure necessary to support the
     Company's continued growth as a commercial organization.

The general management contribution of each executive officer will
be evaluated retrospectively and will broadly focus on overall
contributions during the year to the improvement of processes and
efficiency, the development of human and scientific capacity and
the development and management of stakeholders, including partners,
collaborators, investigators, stockholders and licensees, rather
than on specific, pre-determined criteria.

Each executive officer is eligible to receive an annual cash bonus
under the 2016 Bonus Program up to a fixed percentage of his base
salary.  For 2016, Mr. Mulroy is eligible to receive an annual cash
bonus of up to 50% of his 2016 base salary and each of Dr.
Al-Wakeel, Mr. Laivins and Mr. McClements is eligible to receive an
annual cash bonus of up to 35% of his respective 2016 base salary.

For Mr. Mulroy, the Committee will weigh each of the three
foregoing elements equally when determining the percentage of the
annual cash bonus that he will receive.

For each of Dr. Al-Wakeel, Mr. Laivins and Mr. McClements, the
Committee will look at the three foregoing elements as a whole.  If
the Committee determines that the executive officer has
substantially satisfied the elements as a whole, then the executive
officer will receive his full annual cash bonus.  On the other
hand, if the Committee determines that the executive officer has
not substantially satisfied the elements as a whole, then the
executive officer will not receive an annual cash bonus.

                        About Merrimack

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

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

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


MGM RESORTS: Capital World Holds 4.3% Stake as of Dec. 31
---------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Capital World Investors reported that as of Dec. 31,
2015, it beneficially owns 24,306,442 shares of common stock of
MGM Resorts International representing 4.3 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/KhMfAa

                        About MGM Resorts

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

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

As of June 30, 2015, the Company had $27.1 billion in total assets,
$17.9 billion in total liabilities, $5 million in redeemable
noncontrolling interest and $9.1 billion in total stockholders'
equity.

                         Bankruptcy Warning

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

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

   * incur additional debt;

   * incur liens on assets;

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

   * enter into transactions with affiliates;

   * allow certain subsidiaries to transfer assets; and

   * enter into sale and lease-back transactions.

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

                           *     *     *

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

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

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

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


MID-STATES SUPPLY: Meeting of Creditors Set for March 18
--------------------------------------------------------
The meeting of creditors of Mid−States Supply Company Inc. is set
to be held on March 18, 2016, at 10:00 a.m., according to a filing
with the U.S. Bankruptcy Court for the Western District of
Missouri.

The meeting will be held at U.S. Courthouse, Trustee Hearing Room
2110B, 400 East 9th Street, Kansas City, Missouri.

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 Mid-States Supply

Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016.  The petition was signed by Stuart Noyes
as chief restructuring officer.  The Debtor estimated both assets
and liabilities in the range of $50 million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and Epiq Bankruptcy
Solutions, LLC as claims and noticing agent.


MID-STATES SUPPLY: U.S. Trustee Forms Seven-Member Committee
------------------------------------------------------------
The Office of the U.S. Trustee appointed seven creditors of
Mid−States Supply Company Inc. to serve on the official committee
of unsecured creditors.

The unsecured creditors are:

     (1) Giuseppe Biasco
         Cameron International Corporation, Inc.
         1333 West Loop South, Suite 1700
         Houston, TX 77027
         (281) 261-3622 phone
         (281) 261-3681 fax
         Giuseppe.Biasco@c-a-m.com

     (2) Erick Johansson
         Flowserve US Inc.
         5215 N. O’Conner Blvd. Suite, 2300
         Irving, TX 75039
         (972) 443-6688 phone
         (972) 443-6988 fax ejohansson@flowserve.com

     (3) Lyle Williams
         Forum US, Inc.
         920 Memorial City Way, Suite 1000
         Houston, TX 77024
         (281) 949-2500 phone Lyle.williams@f-e-t.com

     (4) John T. Young, Jr.
         Texas Bolt and Nut Co.
         c/o Conway MacKenzie, Inc.
         1301 McKinney, Ste 2025
         Houston, TX 77010
         (713) 650-0500 phone jyoung@conwaymackenzie.com

     (5) Carl Lenz
         Texas Pipe & Supply Company, Ltd.
         2330 Holmes Road
         Houston, TX 77051
         (713) 799-5724 phone
         (713) 799-5724 fax
         carll@texaspipe.com

     (6) Sonyia McNeill
         Global Stainless Supply and Global Pipe Supply
         8900 Railwood Drive
         Houston, TX 77078
         (713) 980-0747 phone
         (713) 631-1098 fax
         Sonyia.mcneill@globalgroup1.com

     (7) Andrew Hodges
         Lamons Gasket Company
         7300 Airport Blvd.
         Houston, TX 77061
         (248) 631-5465 phone
         (248) 631-5413 fax
         andrewhodges@trimascorp.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                    About Mid-States Supply

Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016.  The petition was signed by Stuart Noyes
as chief restructuring officer.  The Debtor estimated both assets
and liabilities in the range of $50 million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and Epiq Bankruptcy
Solutions, LLC as claims and noticing agent.


MORGANS HOTEL: Ameriprise Financial Holds 2.7% Stake as of Dec. 31
------------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Ameriprise Financial, Inc. and Columbia Management
Investment Advisers, LLC disclosed that as of Dec. 31, 2015, they
beneficially own 950,632 shares of common stock of Morgans Hotel
Group Co. representing 2.74 percent of the shares outstanding.  A
copy of the regulatory filing is available for free at:

                       http://is.gd/uxRtIb

                   About Morgans Hotel Group

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

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

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


MORNINGSTAR MARKETPLACE: Plan Withdrawal Approved by Court
----------------------------------------------------------
Morningstar Marketplace, LTD, by counsel, Adam G. Klein, Esq., at
Smigel, Anderson & Sacks, LLP, obtained approval from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to
withdraw its Plan and Disclosure Statement.

On Sept. 29, 2015, Debtor filed a Disclosure Statement in support
of a Plan of Reorganization together with a proposed Plan.

The Plan offered to return 16 cents on the dollar to bondholders
but let its owner retain control of the company in exchange for a
contribution of $220,000 in cash plus other assets.  The 680
bondholders who each issued $5,000 in bonds prior to the company's
bankruptcy filing was to be paid at a rate of $800 per bond within
90 days of approval of the plan.  PNC Bank, a secured creditor,
will be paid at $23,459 per month in accordance with the terms of
the original mortgage note until paid in full while general
unsecured creditors will receive a premium of 10% of the accepted
amounts of the claims.

In its Motion to Withdraw, the Debtor noted that it has recently
entered into a Fourth Amended Final Stipulated Order authorizing
the use of cash collateral which Order, among other things,
extends
the use of cash collateral from Nov. 1, 2015, to March 31, 2016.

Manufacturers & Traders Trust Company as trustee for certain
bondholders has concurred with the entry of the Cash Collateral
Order.

A portion of the Order deals with the subject of Debtor's Plan of
Reorganization stating in paragraph 8, page 9, the following:

    "Withdrawal of Plan. The Debtor's Plan of Reorganization dated

    September 29, 2015 [Docket 195] and Disclosure Statement in
    support of Debtor's Plan of Reorganization [Doc. 196] are
    hereby withdrawn without prejudice."

The Debtor believes and avers that M&T concurs with the Motion to
Withdraw.

The Debtor's counsel:

         Adam G. Klein, Esq.
         SMIGEL, ANDERSON & SACKS, LLP
         4431 North Front Street
         Harrisburg, PA 17110
         Tel: 717-234-2401
         Fax: 717-234-3611
         E-mail: aklein@sasllp.com

                   About Morningstar Marketplace

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

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

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

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

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


MOTORS LIQUIDATION: Has $613-Mil. Net Assets in Liquidation
-----------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the Securities and
Exchange Commission its quarterly report disclosing $669.50 million
in total assets, $56.40 million in total liabilities and $613.10
million in net assets in liquidation.

The GUC Trust's sources of liquidity are principally the funds it
holds for the payment of liquidation and administrative costs, and
to a significantly lesser degree, the earnings on such funds
invested by it.  In addition, as a result of the liquidation of all
the GUC Trust's holdings of New GM Securities during the quarter
ended Sept. 30, 2015, the GUC Trust holds Distributable Cash for
distribution to GUC Trust beneficiaries.  The GUC Trust holds those
funds as cash and cash equivalents and also invests such funds in
certain marketable securities, primarily U.S. Treasury bills, as
permitted by the Plan and the GUC Trust Agreement.

During the nine months ended Dec. 31, 2015, the GUC Trust'’s
holdings of cash and cash equivalents decreased approximately $13
million from approximately $37.5 million to approximately $24.5
million. The decrease was primarily due to cash paid for
liquidation and administrative costs of $11 million and cash paid
for Residual Wind-Down Claims of $6 million, offset in part by
receipts of cash dividends on holdings of New GM Common Stock of
$4.1 million.  Cash distributions of approximately $130 million
during the nine months ended Dec. 31, 2015, were funded from the
proceeds of the liquidation of New GM Securities of $741.7 million,
with the balance of such proceeds remaining largely invested in
Marketable Securities.

During the nine months ended Dec. 31, 2015, the funds invested by
the GUC Trust in marketable securities increased approximately
$612.3 million, from approximately $30.9 million to approximately
$643.2 million.  The increase was due primarily to the liquidation
of all the GUC Trust's holdings of New GM Securities during the
quarter ended Sept. 30, 2015.  The GUC Trust earned approximately
$0.4 million in interest income on such investments during the
period.

As of Dec. 31, 2015, the GUC Trust held approximately $667.6
million in cash and cash equivalents and marketable securities.  Of
such amount, approximately $620.9 million relates to Distributable
Cash (including Dividend Cash), a portion of which the GUC Trust
Administrator is permitted to set aside from distribution and to
appropriate with the approval of the Bankruptcy Court or Trust
Monitor, as applicable, in order to fund additional costs and
income tax liabilities (including Dividend Taxes, Investment Income
Taxes and Taxes on Distribution) as they become due.  Included in
Distributable Cash at Dec. 31, 2015, is approximately $17.3 million
of Dividend Cash.  Dividend Cash will be distributed to holders of
subsequently Resolved Allowed Claims and GUC Trust Units in respect
of Distributable Cash that they receive, unless such dividends are
in respect of Distributable Cash that is appropriated by the GUC
Trust in accordance with the GUC Trust Agreement to fund the GUC
Trust's liquidation and administrative costs, income tax
liabilities or shortfalls in Residual Wind-Down Assets.

As of Dec. 31, 2015, Distributable Cash (including Dividend Cash)
held by the GUC Trust was set aside as follows: (a) $4.6 million
for liquidating distributions payable as of that date, (b) $46.6
million to fund projected liquidation and administrative costs,
including Dividend Taxes and Investment Income Taxes, and (c)
$109.7 million to fund potential Taxes on Distribution.

In addition to Distributable Cash (including Dividend Cash), the
GUC Trust held $46.7 million in cash and cash equivalents and
marketable securities at Dec. 31, 2015, representing funds held for
payment of costs of liquidation and administration. Of that amount,
approximately $30.7 million (comprising approximately $22.2 million
of the remaining Residual Wind-Down Assets, approximately $8.2
million of the remaining Administrative Fund and approximately $0.3
million in remaining funds designated for the Indenture Trustee /
Fiscal and Paying Agent Costs), is required by the GUC Trust
Agreement to be returned, upon the winding-up

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

                       http://is.gd/mPeMTR

                     About Motors Liquidation

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

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

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

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

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


MURRAY ENERGY: Moody's Lowers CFR to Ca, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of Murray Energy
Corporation, including its corporate family rating to Ca from Caa1,
probability of default rating (PDR) to Ca-PD from Caa1-PD, first
lien term loan rating to Caa2 from B2, and the rating on second
lien senior secured notes to C from Caa2.  The outlook is stable.

Issuer: Murray Energy Corporation

Downgrades:

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

  Corporate Family Rating, Downgraded to Ca from Caa1

  Senior Secured Bank Credit Facility, Downgraded to Caa2 (LGD2)
   from B2 (LGD2)

  Senior Secured Regular Bond/Debenture, Downgraded to C (LGD5)
   from Caa2 (LGD5)

Outlook Actions:

  Outlook, Changed To Stable From Negative

                        RATINGS RATIONALE

The downgrade reflects Moody's expectation that the company's
leverage metrics and cash flow generation will continue to be under
stress due to the headwinds facing the coal industry as well as the
issues facing its affiliate Foresight Energy GP LLC, in which
Murray holds 50% of limited partner units.  As of Sept. 30, 2015,
Murray's Debt/ EBITDA, as adjusted, stood at 6.5x and Moody's
expects it to drift above 7x over the next eighteen months, as
EBITDA declines and the company generates negative free cash flows.


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

Earlier in the year and effective November 2015, Foresight cut its
quarterly cash distribution to $0.17 per unit for common
unitholders from $0.35-$0.38 over the previous four quarters, while
suspending its distribution on all subordinated units, which are
held by Murray.  This dividend cut will result in Murray receiving
no dividends for the quarter.  If this dividend policy by Foresight
remains in place, it would result in no annual distributions to
Murray.

The downgrade also reflects the recent deterioration in seaborne
and domestic coal prices, which Moody's expects to persist, putting
pressure on average realizations over the next two years as higher
priced contracts roll off.  Moody's expects that the company's
production volumes will also be under pressure over the next two
years, due to the challenging industry conditions.

The ratings continue to also reflect market leadership in Northern
Appalachia (NAPP), operational diversity, solid contract positions,
low-cost longwall mines, and low-cost barge and truck
transportation to power plants served.  Longer-term challenges
include managing what we continue to expect will be a difficult
environment in the coal industry and avoiding unexpected cash
outlays related to the legacy liabilities acquired from CONSOL.

Moody's expects Murray's liquidity to come under pressure over the
next twelve months, which at Sept. 30, 2015, included $282 million
in cash, and a little over $100 million of availability on their
$225 million ABL facility maturing in December 2018.  Murray's
nearest debt maturity is $244 million remaining under secured term
loan due in April 2017.

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


NEW GULF RESOURCES: Can Hire Baker Botts as Bankruptcy Counsel
--------------------------------------------------------------
New Gulf Resources, LLC, et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Baker Botts L.L.P. as bankruptcy counsel despite a formal objection
raised by Andrew R. Vara, Acting U.S. Trustee for Region 3, and an
informal comment filed by an Ad Hoc Committee.

As bankruptcy counsel, Baker Botts is expected to, among other
things:

   a. advising the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their businesses and properties;

   b. advising and consulting on the conduct of the Chapter 11
Cases, including all of the legal and administrative requirements
of operating in chapter 11;

   c. attending meetings and negotiating with representatives of
creditors and other parties in interest;

   d. taking all necessary actions to protect and preserve the
Debtors’ estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;

   e. preparing pleadings in connection with the Chapter 11 Cases,
including motions, applications, answers, orders, reports, and
papers necessary or otherwise beneficial to the administration of
the Debtors' estates;

   f. representing the Debtors in connection with negotiation,
documentation and obtaining authority to enter into financing
arrangements as may be required, including but not limited to, cash
collateral agreements or financing documents;

   g. advising the Debtors in connection with any potential sale of
assets or strategic transaction involving the Debtors or their
assets;

   h. appearing before the Court and any appellate courts to
represent the interests of the Debtors' estates;

   i. advising the Debtors regarding tax matters;

   j. taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan; and

   k. performing all other necessary legal services for the Debtors
in connection with the prosecution of the Chapter 11 Cases,
including: (i) analyzing the Debtors' leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyzing the
validity of liens against the Debtors; and (iii) advising the
Debtors on corporate and litigation matters.

Baker Botts' standard hourly rates for 2016 range are:

         Billing Category                    Range
         ----------------                    -----
         Partners                         $800 - $1,300
         Special Counsel                  $600 - $1,000
         Associates                       $425 - $725
         Paraprofessionals                $165 - $325

Professionals expected to have primary responsibility, and their
2016 rates for the matter are:

         Professional                         Rate
         ------------                         ----
         Luckey McDowell (Restructuring)      $775
         Jim Prince (Restructuring)           $875
         Steve Marcus (Tax)                 $1,050
         Andrew Thomison (Finance)            $675
         Bryan Henderson (Transactional)      $550
         Meggie Gilstrap (Restructuring)      $550

As of the Petition Date, the Debtors did not owe Baker Botts any
amounts for legal services rendered.

C. Luckey McDowell, Esq., a partner at Baker Botts L.L.P., assures
the Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. McDowell, pursuant to the U.S. Trustee Guidelines, discloses
that Baker Botts has not agreed to a variation of its standard or
customary billing arrangements for its engagement, except with
respect to a Premium.  Mc. McDowell adds that none of the Firm's
professionals included in the engagement have varied their rate
based on the geographic location of the Chapter 11 Cases.

Mr. McDowell further discloses that prior to the Petition Date
Baker Botts charged the Debtors at a preferred billing rate that
incorporated a discount of approximately 10-15% off of the firm's
standard billing rates.  Baker Botts will continue to charge the
Debtors at the preferred rate post-petition, subject to application
of a Fee Premium.  Baker Botts has provided the Debtors with a
prospective budget and staffing plan for the Firm's engagement for
the postpetition period.

Mr. McDowell adds that Baker Botts previously disclosed its
representation of Schlumberger Technology Corporation, one of the
Debtors' vendors, as a Firm client in unrelated matters.  He
relates that since the Petition Date, it has come to his attention
that Schlumberger has acquired an interest in Vector Seismic Data
Processing Inc., another of the Debtors' vendors.  Baker Botts does
not represent Vector, and the Firm's representation of Schlumberger
continues to be unrelated to the Debtors, he says.

                  Court Reserves Ruling on Fee Premium

In accordance with guidance from the Supreme Court and the Fifth
Circuit, Baker Botts has modified its postpetition fee structure to
account for the payment uncertainty associated with representing a
debtor in bankruptcy.  Subject to certain conditions, Baker Botts'
aggregate fees incurred during the bankruptcy will be increased by
10% (the "Fee Premium"), aligning its bankruptcy fees more closely
to its standard billing rates.

According to Baker Botts, there are two notable conditions to the
Fee Premium: (1) First, although the Fee Premium will be earned as
services are provided, no portion of the Fee Premium will be
payable until and unless the Bankruptcy Court enters an order
approving Baker Botts' final fee application; and (2) Second, Baker
Botts will waive its right to the entire Fee Premium if, and only
if, Baker Botts does not incur material fees and expenses defending
against any objection with respect to an interim or final fee
application.  If Baker Botts incurs material fees or expenses,
Baker Botts will not waive the Fee Premium regardless of the
outcome of the objection, the firm said.  The Bankruptcy Court will
make the determination as to whether any those fees and expenses
are in fact material for the purposes of the Fee Premium.

The U.S. Trustee complained that Baker Botts seeks to be retained
under Section 327(a) of the Bankruptcy Code and does not expressly
rely on section 328(a) for pre-approval of its Fee Premium.
Nevertheless, the premise
of the Application seeks court approval now for a Fee Premium as a
term and condition of the employment, which is necessarily subject
to review under section 328, and section 328 requires that any term
of employment must be reasonable to be approved, the U.S. Trustee
further complained.

The U.S. Trustee argued that the requested 10% Fee Premium is
impermissible and unreasonable and should not be approved.  The
Supreme Court, in Baker Botts LLP v. ASARCO LLC, ___ U.S. ___, 135
S. Ct. 2158 (2015), recently held that section 330(a) does not
authorize a court to approve a law firm's fee for litigating its
fee application.  The Firm, the U.S. Trustee further argued, cannot
circumvent ASARCO by having defense fees -- simply renamed as a
waivable "Fee Premium" -- approved under section 328 to offset the
cost of potential fee litigation.  Moreover, the U.S. Trustee
asserted that bankruptcy compensation must be comparable to
non-bankruptcy compensation, and premium compensation by definition
is not comparable and, therefore, not reasonable.

In a certification of counsel, Ryan M. Bartley, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, said the
Court has advised the Debtors that it would defer consideration of
approval of the Fee Premium until a later date.  The Debtors have
shared with the U.S. Trustee and the Ad Hoc Committee a form of
order, which defers consideration of the Fee Premium and otherwise
grants the Application, and those parties have consented to its
entry.

The Court held that "[c]onsideration, authorization and approval of
the provisions authorizing the Fee Premium, if any, are subject in
all respects to further order of the Court after notice and
hearing, and all rights of the Ad Hoc Committee, the Debtors, the
U.S. Trustee, and Baker Botts, with respect to the Fee -- whether
in opposition to or support of -- on any grounds are fully
reserved."

The U.S. Trustee is represented by:

         Richard L. Schepacarter, Esq.
         Jane M. Leamy, Esq.
         David Gerardi, Esq.
         United States Department of Justice
         Office of the United States Trustee
         J. Caleb Boggs Federal Building
         844 King Street, Suite 2207, Lockbox 35
         Wilmington, DE 19801
         Tel: (302) 573-6491
         Fax: (302) 573-6497

The Debtors are represented by:

         M. Blake Cleary, Esq.
         Ryan M. Bartley, Esq.
         Justin Duda, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         1000 N. King Street
         Rodney Square
         Wilmington, DE 19801
         Tel: (302) 571-6600
         E-mails: mbcleary@ycst.com
                  rbartley@ycst.com
                  jduda@ycst.com

            -- and --

         C. Luckey McDowell, Esq.
         Ian E. Roberts, Esq.
         Meggie S. Gilstrap, Esq.
         BAKER BOTTS L.L.P.
         2001 Ross Avenue
         Dallas, TX 75201
         Tel: (214) 953-6500
         E-mail: luckey.mcdowell@bakerbotts.com
                 ian.roberts@bakerbotts.com
                 meggie.gilstrap@bakerbotts.com

                     About New Gulf Resources

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

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

The Company currently employs 55 people.

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

                      *     *     *

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.


NGL ENERGY: Moody's Withdraws B2 Rating on $300MM Sr. Unsec. Notes
------------------------------------------------------------------
Moody's Investors Service has withdrawn the B2 rating on NGL Energy
Partners LP's previously proposed $300 million senior unsecured
notes.  The senior notes offering was launched in November 2015 but
was not completed.

Issuer: NGL Energy Partners LP

Ratings withdrawn:

  US$300 Million Senior Unsecured Regular Bond/Debenture,
   Withdrawn B2, LGD5

Headquartered in Tulsa, Oklahoma, NGL Energy Partners LP is a
publicly traded MLP with diversified midstream assets in several
key oil and gas basins in North America.


NPC INT'L: Moody's Alters Outlook to Stable & Affirms B2 CFR
------------------------------------------------------------
Moody's Investors Service changed the ratings outlook of NPC
International, Inc. to stable from negative and raised the
company's Speculative Grade Liquidity rating to SGL-2 from SGL-3.
Concurrently, Moody's affirmed NPC's B2 Corporate Family Rating,
B2-PD Probability of Default Rating (PDR), B1 senior secured bank
ratings and Caa1 senior unsecured note rating.

                         RATINGS RATIONALE

"The change in outlook to stable reflects Moody's view that NPC's
leverage will remain well below 6.0 times while maintaining good
liquidity." stated Bill Fahy, Moody's Senior Credit Officer. "These
improvements are driven in part by the earnings benefit of
materially lower commodity costs that has helped to offset higher
labor costs and more recently a modest deceleration in negative
comparable sales trends at Pizza Hut and strong operating trends at
Wendy's which we expect to continue over the near term." stated
Fahy.  For the LTM period ending Sept. 30, 2015, NPC's debt to
EBITDA was about 5.7 times.

The Speculative Grade Liquidity rating was raised to SGL-2 from
SGL-3 and reflects NPC's relatively steady cash flow generation and
material cash balances and improved external sources of liquidity.
NPC amended its bank facility that provided additional room under
covenants and extended the maturity of its revolver. Overall, the
SGL-2 rating reflects the expectation for good liquidity, as
covenant compliance remains likely and the company's cash balances,
cash flow and revolver availability are expected to cover basic
working capital needs, capital expenditures and mandatory debt
amortization for the next twelve months.

Ratings affirmed are:

   -- Corporate Family Rating at B2

   -- Probability of Default Rating at B2-PD

   -- First lien senior secured revolving credit facility due
      September 2018 at B1 (LGD3)

   -- First lien senior secured term loan due December 2018 at
      B1 (LGD3)

   -- Unsecured notes due 2020 at Caa1 (LGD5)

Rating raised:

   -- Speculative Grade Liquidity Rating to SGL-2 from SGL-3
      Outlook changed to Stable

The B2 CFR reflects NPC's relatively high leverage and modest
interest coverage driven by weak operating trends to date at Pizza
Hut and cost inflation related to wages as well as commodities,
which have since materially subsided.  The rating also considered
NPC's limited product offering, concentrated day-part in lunch and
dinner and limited geographic diversity.  Supporting the rating are
NPC's multiple brands, meaningful scale within the Pizza Hut
franchise system and good liquidity.

Ratings could be downgraded if a deterioration in operating
performance resulted in debt/EBITDA above 6.0 times on a sustained
basis.  Any deterioration in liquidity, could also result in a
downgrade.

The ratings could be upgraded in the event a sustained improvement
in operating performance, driven by profitable same store sales and
new unit growth resulted in stronger debt protection metrics and
liquidity.  Specifically, an upgrade would require debt/EBITDA
declining near 4.5 times and EBITA/ interest exceeding 2.0 times on
a sustained basis.

The principal methodology used in these ratings was Restaurant
Industry published in September 2015.

NPC International, Inc. is the world's largest Pizza Hut
franchisee, operating 1,263 Pizza Hut restaurants and delivery
units in 28 states and 143 Wendy's units in three states.  Annual
revenues are approximately $1.2 billion.  NPC is owned by Olympus
Partners.


OFFSHORE DRILLING: Fitch Affirms 'B+' IDRs, Off Negative Watch
--------------------------------------------------------------
Fitch Ratings has affirmed Offshore Drilling Holding S.A.'s (ODH)
long-term foreign and local currency Issuer Default Ratings (IDRs)
at 'B+'. Simultaneously, Fitch has removed the ratings from
Negative Watch and assigned a Stable Outlook.

KEY RATING DRIVERS

ODH's ratings are supported by the company's solid commercial
relationship with Petroleos Mexicanos SA (Pemex, IDR 'BBB+'); its
only customer, and its solid contractual position, evidenced by its
recent extension of the Centenario and Bicentenario contracts, that
contributes to the company's relatively stable and predictable cash
flow generation.

The ratings also reflect the company's moderately high leverage,
partial structural subordination and decreasing but still existing
contract roll-over risk. Fitch forecasts leverage metrics to remain
between 4.0x - 4.5x, consistent with the assigned rating over the
rating horizon.

The Stable Rating Outlook reflects the decreased re-contracting
risk during 2016 - 2017, given the company's contract extensions
for Centenario and Bicentenario until 2017. This adds to the
stability and predictability of the company's cashflow generation
during the current significant weak market environment for offshore
drillers.

Following the downward revision of Fitch's oil & gas price
assumptions, the agency expects recovery for the offshore rig
industry to take longer than previous expectations with dayrates
and utilization rates improving by 2018.

SOLID RELATIONSHIP; STRONG OFFTAKER

ODH's ratings reflect the strong commercial relationship of the
company and its shareholder, Grupo R, and Pemex. ODH currently owns
three ultra-deepwater (UDW) sixth-generation dynamic positioning
semisubmersible drilling rigs, which are contracted with Pemex at
day rates ranging between USD365,000/day and USD489,000/day.
Additionally, ODH was able to obtain long-term contracts with Pemex
for two of its jackups, under a pressured global market for
jackups. Fitch views this positively and as further evidence of the
company's solid relationship with Pemex.

ROLL-OVER AND DAY RATES RISK

ODH is exposed to contract renewal risk given that the contracts
for the three UDW drilling rigs expire before the maturity of the
notes. The contracts for Centenario and Bicentenario have recently
been extended until December 2017 at a dayrate of USD365,000/day,
providing more certainty to the company's cashflow generation
during 2016 - 2017 that may allow ODH to navigate the downcycle.
Fitch has pushed back its recovery inflection point estimate into
2H' 2018 with a risk for further inflection point revisions. The
rating incorporates Fitch's expectation that Pemex will re-contract
these drilling rigs shortly before the contracts expire.

OIL PRICE PRESSURES

Offshore drillers continue to face depressed market conditions due
to lower demand and a significant oversupply of rigs. The severe
decline in oil prices has compounded the effects of the offshore
rig oversupply cycle resulting in continued global market dayrate
deterioration. Fitch believes that medium-term demand will rebound
and absorb the newer high-quality assets. Fitch believes that an
uptick in demand could lag supportive oil & gas price levels
(estimated at $65 - $70/barrel for deepwater) by at least six-12
months. Moreover, Pemex may favor continuity and fostering
relationships with its existing drilling providers under the right
conditions.

PARTIAL STRUCTURAL SUBORDINATION

ODH's senior secured notes are guaranteed by the unencumbered
restricted subsidiaries that own the Centenario and Bicentenario
drilling rigs. The notes are currently structurally subordinated to
a project-finance bank loan of approximately USD320 million,
related to the financing of La Muralla IV. This bank debt has
certain cash-sweep provisions restricting cash flow distributions
to ODH. The bank loan amortizes through 2018 and once it is repaid,
La Muralla IV will become a co-guarantor for the notes.

MODERATELY HIGH LEVERAGE

Fitch expects consolidated leverage to range between 4.0x and 4.5x,
with the exception of years when the company adds financial debt to
fund acquisitions without reporting a full year of operational
revenues for the new assets. During the LTM ended Sept. 30, 2015,
ODH's consolidated leverage was 3.9x. As of Sept. 30, 2015, total
debt was USD1.3 billion, slightly down from USD1.52 billion, as of
year-end 2013, and LTM EBITDA, as of the end of June 2015, was
USD331 million. Fitch expects leverage to sharply decline below
3.0x once the five jackups have reported a full year of
operations.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch's rating cases for ODH
include:

Fitch Base Case:

-- Brent oil price that trends up from $45/barrel in 2016 to a
    longer-term price of $65/barrel;

-- Current contracted backlog is forecast to remain intact with
    no renegotiations contemplated for both the ultra-deepwater
    rigs and jackups;

-- After expiration of the contracts for the semisubs, Centenario

    and Bicentenario are re-contracted in 2018 at the $365  
    thousand, considering the negotiated floor within the
    contracts;

-- 2 Jackups start operations during the 1Q2016 at day rate of
    $130 thousand, the remaining 3 units start operations in 2016
    at the same rate;

-- Increased capital expenditures of approximately $1 billion
    during 2016 due to the financing of the Jack Ups;

-- Regular maintenance capex of approximately $90 million during
    the next 5 years;

-- No dividend payments forecasted.

Fitch Stress Case makes the following key adjustments to the Fitch
Base Case:

-- Brent oil price that trends up from $35/barrel in 2016 to a
    longer-term price of $45/barrel;

-- Starting in 2017, renegotiations are considered and market
    day rates are assumed to be $200,000 for higher specification
    ultra-deepwater rigs and $90,000 for the jackups;

-- Rigs performance is assumed to deteriorate with declining
    uptime levels to 90% on average starting this year.

RATING SENSITIVITIES

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

-- Through-the-cycle consolidated debt/EBITDA of 5x or above on a

    sustained basis;

-- Contracts are not rolled over within six months after
    expiration or contracted day rates experience further pressure

    and are significantly lower than current market dayrates;

-- The company faces delays of six months or greater contracting
    new equipment after it is delivered.

No positive rating actions are currently contemplated over the
near-term given the weak offshore oilfield services outlook.

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

-- Through-the-cycle consolidated debt/EBITDA decreases below
    4.0x on a sustained basis;

-- The company contracts all its drilling equipment with very
    limited to none out-clauses and with improved fixed day rates
    suggesting strengthening market conditions.

LIQUIDITY

ODH's liquidity position is supported by the company's stable and
predictable cash flow generation coupled with a lengthened debt
maturity profile. ODH's liquidity position is further supported by
its cash on hand, which as of Sept. 30, 2015, was approximately
USD138.5 million. The company also maintains a one-year interest
reserve account for the 2020 notes and La Muralla IV in an amount
equal to USD106.2 million. This favourably compares with the
company's short-term needs of USD80.8 million to repay short-term
debt. Manageable amortizations of approximately $100 - $160 million
per year are expected for the next four years which are expected to
be covered with cash on hand and FCF.

FULL LIST OF RATING ACTIONS

Fitch has affirmed ODH's ratings as follows:

-- LT Foreign and local currency IDRs at 'B+'; Stable Outlook
-- Senior secured notes at 'BB-'; Recovery Rating 'RR3'.


OFFSHORE DRILLING: S&P Lowers CCR to 'B+', Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit and
issue-level ratings on Offshore Drilling Holding S.A. (ODH) to 'B+'
from 'BB-'.  The outlook is stable.  The recovery rating on the
issue-level rating remains unchanged at '3'.

The downgrade reflects S&P's expectation that ODH will show weaker
financial performance, given S&P's belief that day rates will
remain at lower levels than those it previously expected.  Day
rates for two of the company's oil rigs--Centenario and
Bicentenario— are at $365,000 and S&P expects them to remain at
the contractual minimum for the next 12 months due to the continued
low oil prices (compared to an average of $530,000 in 2014).  These
day rates will result in weaker interest coverage ratios and a
slower cash build-up for the notes' bullet payment. Under S&P's
revised base case scenario, the company's cash flow will only be
able to cover around 50% of the $950 million principal payment due
in 2020.  As a consequence, the rating on the notes incorporates
refinancing risk.  As S&P expected, charter agreements with
Petroleos Mexicanos (Pemex; BBB+/Stable/--), ODH's only client, now
have a shorter term.  Although this can result in a potential
revision of day rates if oil prices rebound, it also leads to less
cash flow predictability and higher recontracting risk.

Under S&P's updated base-case assumptions, it expects ODH's annual
revenue and EBITDA to fall to $285 million and $218 million,
respectively, in 2016 from $421 million and $360 million in 2014.
S&P expects the company will accumulate cash flow by 2020 that will
account for about 50% of the $950 million bullet payment and that
the remainder will be refinanced.  S&P projects funds from
operations (FFO) to interest of 2.3x in 2016 and 2.5x in 2017 and
FFO to debt of 11% and 16% in the same years.  These ratios are now
in line with S&P's 'B+' rating and could worsen if the $365,000 day
rates persist beyond 2018 or if ODH fails to renew its contracts
until its debt matures in 2020.

The 'B+' ratings also reflect ODH's somewhat uncertain quality of
cash flow, high concentration and correlation of assets, and
ability to service its financial obligations.  This assessment
incorporates refinancing risk and reflects the company's risk of
recontracting the charter agreements when they expire.  The rating
also reflects ODH's prudent financial management and its exposure
to a highly competitive and cyclical industry.  However, the
mitigating factor is the high likelihood that Pemex will recontract
ODH's vessels, given its plans to continue investing in oil
exploration and production (E&P) activities in the Gulf of Mexico.
In S&P's view, ODH enjoys adequate contractual foundations thanks
to the three charter agreements with Pemex Exploracion y Produccion
(PEP; Pemex's exploration and production arm).  S&P's analysis also
incorporates ODH's more than 50 years of experience in Mexico's oil
and gas industry through its parent Grupo R (Not rated), its solid
business relationship with Pemex, and the strong collateral
package, which benefits ODH's lenders.

S&P believes ODH has the ability to absorb low probability adverse
events in the next two years without incurring additional debt,
thanks to its current cash balances and its manageable debt
maturity schedule.  However, S&P also considers that due to market
conditions, ODH's access to capital markets could be restricted.
ODH will continue to build up cash to cover its $950 million senior
secured notes bullet payment in 2020.

The stable outlook reflects S&P's expectation that current day
rates of $365,000 for Centenario and Bicentario and $489,000 for La
Muralla IV, would allow the company to maintain stable and
relatively predictable cash flow generation and main credit
metrics, such as FFO to interest ratio of around 2.5x and FFO to
debt in the 15% range in the next 12 months.

S&P could lower the rating on ODH if any of the platforms is unable
to secure a contract after their respective maturity dates or if
day rates fall to levels that lead to FFO to interest expense of
less than 1.5x and FFO to debt of less than 12%.  In addition, S&P
could revise the ratings downward if any of the assets owned by ODH
experience an operational issue that negatively affects the
company´s cash flow generation.

Although not likely in the short term, S&P could upgrade the
ratings if it perceives a significant improvement in day rates that
translates in stronger coverage ratios, with FFO to interest
coverage above 2.7x and FFO to debt of more than 19%, and if S&P
assess decreases in its exposure to refinancing risk.

The recovery rating of '3' on the senior secured bonds indicates
S&P's expectation for meaningful recovery (in the 70%-90% range) in
a default scenario.  S&P valued the company on a liquidated value
basis, subject to the stresses incorporated in its simulated
default scenario.  S&P acknowledges that default modeling,
valuation, and restructuring (whether as part of a formal
bankruptcy proceeding or otherwise) are inherently dynamic and
complex processes that don't lend themselves to precise or certain
predictions.  S&P's recovery ratings are intended to provide
educated approximations of post-default recovery rates, rather than
exact forecasts.


OFFSHORE GROUP: Files Fourth Plan Supplement
--------------------------------------------
Vantage Drilling International (f/k/a Offshore Group Investment
Limited) and certain of its affiliates filed on Feb. 10, 2016, a
fourth supplement to their confirmed Prepackaged Plan.

Included in the Fourth Supplement is the Debtors' filing for the
first time of their proposed Management Incentive Program.  A copy
of the document is available for free at:

    http://bankrupt.com/misc/OGIL_240_Mgt_Incentive_Plan.pdf

The purpose of the OGIL 2016 Management Incentive Plan is to
further align the interests of participants with those of the
shareholders by providing incentive compensation opportunities tied
to the performance of the common stock and stapled securities and
by promoting increased ownership of the common stock and/or stapled
securities by such individuals.

The Fourth Supplement also contained updated filings of:

  A. Amended and Restated Credit Facility Agreement
  B. New Second Lien Notes Indenture
  C. New Second Lien Intercreditor Agreement
  D. New Secured Convertible PIK Notes Indenture
  E. New Third Lien Intercreditor Agreement
  F. Form of Stapled Units Updated
  H. New Shareholders Agreement
  I. Registration Rights Agreement with Holders
  J. Registration Rights Agreement with Vantage Parent
  K. Amended Organizational Documents
  M. Directors and Officers of Reorganized Debtors Updated

Copies of the exhibits contained in this Plan Supplement may be
obtained free of charge through the Web site of the Debtors'
notice, claims, and solicitation agent at http://dm.epiq11.com/OGI

                       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.

                           *     *     *

Offshore Group on Feb. 10, 2016, disclosed that it has successfully
completed its prepackaged restructuring and recapitalization and
emerged from chapter 11 bankruptcy protection.  The Debtors'
prepackaged plan was confirmed by the bankruptcy judge Jan. 15,
2016.


OFFSHORE GROUP: Prepackaged Plan Has Feb. 10 Effective Date
-----------------------------------------------------------
Offshore Group Investment Limited, et al., said in a filing with
the U.S. Bankruptcy Court for the District of Delaware that the
Effective Date of their Prepackaged Plan occurred on February 10,
2016.

On the Effective Date, Offshore Group Investment Limited changed
its name to Vantage Drilling International.  The Reorganized
Debtors have filed a Certification of Counsel Regarding Order
Authorizing Change to Case Caption as a Result of Name Change to
change the consolidated caption of these cases from "In re Offshore
Group Investment Limited, et al." to "In re Vantage Drilling
International (f/k/a Offshore Group Investment Limited), et al."

The Prepackaged Plan and the provisions thereof are binding on the
Debtors, the Reorganized Debtors, any holder of a Claim against, or
Interest in, the Debtors and such holder's respective successors
and assigns, whether or not the Claim or Interest of such holder is
impaired under the Prepackaged Plan and whether or not such holder
or entity voted to accept the Prepackaged Plan.

                      Plan Confirmation Order

Judge Brendan L. Shannon on Jan. 15, 2016, entered Findings of
Fact, Conclusions of Law and Order confirming Offshore Group
Investment Limited, et al.'s Joint Prepackaged Plan and approved
the Disclosure Statement.

The Prepackaged Plan is supported by 98.88% of the Debtors' secured
term loan and noteholders and 100% of the Debtors' secured
revolving lenders. These are the only creditors entitled to vote on
the Prepackaged Plan.  Unsecured claims are unimpaired.

The Debtors' restructuring will leave the Debtors' business intact
under OGIL and will substantially de-lever it.  The Debtors'
balance sheet liabilities will be reduced from greater than $2.6
billion in secured debt to $969 million in secured debt or $219
million in secured debt once the New Secured Convertible PIK Notes
are converted into New Common Shares.  

Under the terms of the Prepackaged Plan, holders of Allowed
Administrative Expense Claims, Fee Claims, and Priority Tax Claims
shall be paid in full in cash.  Holders of Allowed Claims in Class
1 (Priority Non-Tax Claims), Class 2 (Other Secured Claims), Class
5 (General Unsecured Claims), and Class 6 (Intercompany Claims),
will be left unimpaired.  Holders of Allowed Claims in Class 7
(Subordinated Claims) and holders of Interests in Class 9
(Intercompany Interests) will receive no distribution and will be
Impaired.

A copy of the Amended Prepackaged Plan filed by the Debtors on Jan.
11, 2016, is available for free at:

     http://bankrupt.com/misc/Offshore_G_166_Am_Plan.pdf

Attorneys for the Debtors:

         RICHARDS, LAYTON & FINGER, P.A.
         Mark D. Collins, Esq.
         Daniel J. DeFranceschi, Esq.
         Zachary I. Shapiro, Esq.
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Telephone: (302) 651-7700
         Facsimile: (302) 651-7701

                - and -

         WEIL, GOTSHAL & MANGES LLP
         Ray C. Schrock, P.C.
         Ronit J. Berkovich
         767 Fifth Avenue
         New York, NY 10153
         Telephone: (212) 310-8000
         Facsimile: (212) 310-8007

Nobu Su and F3 Capital's attorneys:

         MONZACK MERSKY MCLAUGHLIN AND BROWDER, P.A.
         Rachel B. Mersky, Esq.
         1201 N. Orange Street, Suite 400
         Wilmington, DE 19801
         Telephone: (302) 656-8162
         Facsimile: (302) 656-2769
         E-mail: rmersky@monlaw.com

                - and -

         HOOVER SLOVACEK LLP
         Deirdre Carey Brown, Esq.
         Galleria Tower II
         5051 Westheimer, Suite 1200
         Houston, TX 77056
         Telephone: 713-977-8686
         Facsimile: 713-977-5395
         E-mail: brown@hooversovacek.com

                       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.


OFFSHORE GROUP: Su & F3 Capital Appeal Plan Confirmation Order
--------------------------------------------------------------
Hsin Chi Su and F3 Capital have taken an appeal from the ruling of
the United States Bankruptcy Court for the District of Delaware
confirming Offshore Group Investment Limited, et al.'s Joint
Prepackaged Plan.  They ask the U.S. District Court for the
District of Delaware to determine whether the Bankruptcy Court
erred in granting confirmation of the Debtors' Plan.

Mr. Su and F3 Capital also appeal from a ruling made by the
bankruptcy judge on Jan. 14, 2016, denying them standing to appear
in the Debtors' Chapter 11 cases.

Hsin Chi Su a/k/a Nobu Su ("Nobu Su") was the lone remaining
objector to the Debtors' Plan.  As reported in the TCR, Mr. Su and
F3 Capital said that the Debtors attempt to favor current
management and favored creditors to the detriment of parties like
Mr. Su, F3 Capital and the public shareholders and creditors of
Vantage Drilling Company by taking actions to divest Vantage
Drilling of assets without complying with Cayman Law.  The Debtors
suggest that unsecured creditors are unimpaired.  However, they are
impaired given there is a provision to deny post-petition interest,
Mr. Su and F3 Capital argued.  Furthermore, they noted that the
universe of unsecured creditors is unknown.  The Debtor's Plan and
Disclosure Statement, they point out, also does not deal with the
issue of potential maritime claims which would prime other claims
and could arise after confirmation.

The Debtors respond that Mr. Su has no legal rights against any
Debtor in the Chapter 11 cases.  Mr. Su is the shareholder of an
entity (F3 Capital) that holds a disputed, unliquidated claim
against and equity interest in Vantage Drilling Company ("Vantage
Parent"), the nondebtor parent of OGIL.

According to the Debtors, Mr. Su's rights against Vantage Parent
will be addressed in the Cayman Islands' proceeding, along with the
$1.5 billion deficiency claim of the Debtors' secured term loan
lenders and noteholders that also exists in that proceeding.

The Debtors also refute Mr. Su's contentions that shareholders are
deprived of significant value in the Debtors' estates.  They aver
that Vantage Parent is "hopelessly out of the money."

Attorneys for Hsin Chi Su and F3 Capital:

         MONZACK MERSKY MCLAUGHLIN AND BROWDER, P.A.
         Rachel B. Mersky
         1201 N. Orange Street, Suite 400
         Wilmington, DE 19801
         Telephone: (302) 656-8162
         Facsimile: (302) 656-2769
         E-mail: rmersky@monlaw.com

                - and -

         HOOVER SLOVACEK LLP
         Deirdre Carey Brown
         Galleria Tower II
         5051 Westheimer, Suite 1200
         Houston, TX 77056
         Telephone: 713-977-8686
         Facsimile: 713-977-5395
         E-mail: brown@hooversovacek.com

                       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.

                           *     *     *

Offshore Group on Feb. 10, 2016, disclosed that it has successfully
completed its prepackaged restructuring and recapitalization and
emerged from chapter 11 bankruptcy protection.  The Debtors'
prepackaged plan was confirmed by the bankruptcy judge Jan. 15,
2016.


OKKO HOMES: Seeking Offer for Assets; March 14 Bid Deadline Set
---------------------------------------------------------------
Hardie & Kelly Inc., in its capacity as court-appointed receiver of
Okko Homes Inc. and Okko Communities, is accepting offers for
Okko's right, title and interest in Sullivan Landing, inclusive of
two duplex show homes, one of which has been furnished.

Okko substantially completed a 55 lot serviced residential
development located in the City of Kimberley, British Columbia
known local as Sullivan Landing.

The deadline for offer is 2:00 p.m. MST on March 14, 2016.  Any
sale will be subject to approval by the Court of the Queen's Bench
of Alberta and the Supreme Court of British Columbia and the
receiver reserves the right to enter into any sale prior to the
deadline and is not obligated to accept the highest, or any offer.

To obtain further information and to arrange for a viewing ok
Okko's assets, please contact Joanne Kitt of RE/MAX Caldwell
Agencies at 877 427-2221 or email at joanne@caldwellagencies.com.

The firm can be reached at:

   Hardie & Kelly Inc.
   Trustee in Bankruptcy
   110, 5800 - 2nd Street S.W.
   Calgary, Ab T2H 0H2
   Tel: 403-777-9999
   Fax: 403-640-0591


OUTER HARBOR: U.S. Trustee to Hold 341 Meeting on March 9
---------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, has requested the
Clerk of Bankruptcy Court to schedule a meeting of creditors of
Outer Harbor Terminal LLC on March 9, 2016, at 2:00 p.m.

Mr. Vara plans to hold the meeting at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, 844 King Street, 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 Outer Harbor

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
officer.


OUTER HARBOR: US Trustee Unable to Form Creditors' Committee
------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, said he wasn't able
to form a committee of unsecured creditors in Outer Harbor Terminal
LLC's Chapter 11 case due to "insufficient response" from
creditors.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                        About Outer Harbor

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
officer.


OVERLAND PARK: Moody's Affirms Ba1 Rating on $41MM Revenue Bonds
----------------------------------------------------------------
Moody's Investor Service has affirmed the Ba1 underlying ratings on
the Overland Park Development Corporation, KS's $41 million First
Tier Refunding Revenue Bonds, Series 2007A (Overland Park
Convention Center Hotel) and $62.5 million Second Tier Refunding
Revenue Bonds, Series 2007B (Overland Park Convention Center
Hotel).  The outlook is stable.

                      Summary Rating Rationale

The Ba1 ratings reflect the hybrid bond security that includes the
broader city-wide transient guest tax (TGT) revenues that are
available on a rolling basis to help pay debt service if net hotel
operating revenues are insufficient.  The pledged TGT revenues
improve the project's cash flow predictability as they provide
needed support to offset volatile net hotel operating revenues that
are highly sensitive to economic downturns.  The project's use of
TGT revenues has occurred since 2008 and Moody's expects this to
continue until the debt is repaid given debt service costs annually
rise by an average of 2.76% through the 2031 maturity date.

The ratings also reflect the hotel's relatively sound market
position as one of only a few higher-end hotels in the region and
its favorable location adjacent to the Overland Park convention
center that drives more predictable group bookings that comprised
48% of room nights and 44% of revenue in 2015.  The hotel's
location near a concentration of many regional office parks and
business including, Sprint Corporation's (corporate family rating,
B3 negative) headquarters, also supports transient business demand
for the facility.

The rating incorporates the hotel's improving operating performance
with annually rising RevPAR since 2010 driven by higher average
daily room rates in recent years as occupancy rates are near
prerecession 2007 peak levels.  The hotel operator has maintained
the facility in good condition and the city remains committed to
the facility and continues to promote its use to new businesses
that locate in the city.  The ratings incorporate the need for a
room renovation plan over the next few years that will have unknown
operating impacts and will take a few years to complete
incrementally so the facility can remain open.  The renovations are
likely to be funded from the current Furniture, Fixtures, and
Equipment (FFE) fund balances and from annual required deposits
into the FFE fund.

The first and second tier bonds are both rated Ba1.  The second
tier bonds benefit from a larger 4.5% share of the city-wide
pledged hotel tax revenues while the first tier bonds only receive
a 1.5% share.  On balance, the higher amount of pledged hotel tax
revenues for the second tier bonds balances the second tier's
subordinate claim on net hotel operating revenues.

                          Rating Outlook

The stable outlook reflects Moody's expectation that there will be
gradual improvements to both the net operating revenues of the
hotel and the TGT revenues in line with rising operating and debt
service costs.

              Factors that Could Lead to an Upgrade

Sustained revenue growth that exceeds rising debt service and
operating costs resulting in stronger financial metrics

              Factors that Could Lead to a Downgrade

Total net hotel operating revenues and/or TGT revenues do not grow
in step with rising debt service costs

A decline in demand that reduces margins and requires more TGT
revenues on a sustained basis.

                            Legal Security

The revenue bonds are special, limited obligations of the
corporation, secured by the hotel's net operating revenues and
monies held by the trustee.  There is no cross default between the
First and Second tier liens.  The rate covenant requires net
revenues from hotel operations alone, not including TGT revenues,
to be at least 1.05 times the total debt service required on all
outstanding bonds.  In the event the corporation fails to meet the
covenant, the corporation must engage a hotel consultant to
recommend how to improve operations in order generate more revenues
to meet future debt service requirements.  The corporation has not
meet this rate covenant since 2008, but the corporation is not only
in technical default as it has complied with all required actions
and has continued to make all payments on time and in full.

The First tier bonds' additional bonds test requires debt service
coverage on the First tier bonds to be at least 2.25 times and debt
service coverage on all bonds to be at least 1.10 for the most
recent calendar year and on a forward-looking basis through the
final interest payment.  The Second tier bonds' additional bonds
test requires a total debt service coverage ratio of at least 1.10
times for the most recent calendar year and on a forward-looking
basis through the final interest payment, along with a TGT coverage
ratio of debt service by at least 1.00 times in the most recent
year and on a forward-looking basis through the final interest
payment.

The bonds are further secured by a pledge on city-wide Transient
Guest Tax (TGT) revenue.  The city is obligated, under certain
conditions, to make available its TGT revenue to help pay the debt
service on the bonds according to the terms of a Debt Service
Support Agreement.  The TGT is a 6% tax levied on gross hotel,
motel, or tourist accommodation revenues earned within the city,
which has about 5,285 available rooms. The tax is collected by the
state, and returned to the city (less a 2% administration fee) at
least quarterly.

The senior tier bonds receive 1.5% of the 6% TGT collections and
the second tier bonds receive the remaining 4.5%.  The relatively
greater amount pledged to the second tier bonds accounts for the
second tier's rating at the same level as the senior lien debt,
despite the senior-subordinate relationship with respect to hotel
net operating cash flows.  Failure by the city to appropriate TGT
revenues is an event of default under the lease between the
corporation and the city and could result in a loss of rental
payments to the city.

The city may be released of its support obligations under the
agreement if the corporation achieves debt service coverage ratios
for three consecutive years of 2.75 times on the first tier and
2.25 times on the second tier.  Additionally, the corporation must
demonstrate that the Corporation Reserve Fund (the bottom fund in
the corporation's flow of funds) contains an amount equal to
maximum annual debt service on both the first and second tier
bonds.  If subsequent to the release of the city of its support
obligations the corporation's debt service coverage falls below
2.25 times and 1.75 times on the first and second tier bonds,
respectively, the agreement must be reinstated.

                         Obligor Profile

Overland Park Development Corporation is a not-for-profit
corporation formed for the purpose of facilitating financing,
construction, and ownership of the hotel.  The 412-room hotel
opened in December 2002 and is connected to the Overland Park
Convention Center in Overland Park, Kansas, a Aaa rated suburb of
Kansas City.  The hotel is owned by the corporation, an
instrumentality of the city.  The corporation's sole purpose is to
finance, build, and operate the hotel which is managed by the
Sheraton Operating Corporation under a management agreement that
will extend through 2022.  The corporation has entered into a
60-year lease with the city for use of the land and makes annual
lease payments to the city, which are subordinate to debt service.
The city cannot terminate the lease for nonpayment of annual rent.


PARAGON OFFSHORE: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                           Case No.
    ------                                           --------
    Paragon Offshore Drilling LLC                    16-10385
      aka Noble Drilling Corporation
    3151 Briarpark Drive, Suite 700
    Houston, TX 77042

    Paragon Offshore plc                             16-10386

    Paragon Drilling Services 7 LLC                  16-10387

    Paragon Offshore Finance Company                 16-10388

    Paragon Offshore Leasing (Switzerland) GmbH      16-10389

    Paragon Offshore do Brasil Ltda.                 16-10390

    Paragon International Finance Company            16-10391

    Paragon Asset (ME) Ltd.                          16-10392

    Paragon Offshore Holdings US Inc.                16-10393

    Paragon Asset (UK) Ltd.                          16-10394

    Paragon FDR Holdings Ltd.                        16-10395

    Paragon Offshore International Ltd.              16-10396

    Paragon Offshore (North Sea) Ltd.                16-10397

    Paragon Duchess, Ltd.                            16-10398

    Paragon (Middle East) Limited                    16-10399

    Paragon Offshore (Luxembourg) S. r.l.            16-10400

    Paragon Holding NCS 2 S.a.r.l.                   16-10401

    Paragon Leonard Jones LLC                        16-10402

    PGN Offshore Drilling (Malaysia) Sdn. Bhd.       16-10403

    Paragon Offshore (Nederland) B.V.                16-10404

    Paragon Offshore Contracting GmbH                16-10405

    Paragon Offshore (Labuan) Pte. Ltd.              16-10406

    Paragon Holding SCS 2 Ltd.                       16-10407

    Paragon Asset Company Ltd.                       16-10408

    Paragon Holding SCS 1 Ltd.                       16-10409

    Paragon Offshore Leasing (Luxembourg) S.a r.l.   16-10410

Type of Business: Drilling Rig Operator

Chapter 11 Petition Date: February 14, 2016

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

Judge: Hon. Christopher S. Sontchi

Debtors'          Gary T. Holtzer, Esq.
General           Stephen A. Youngman, Esq.
Counsel:          WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  Email: gary.holtzer@weil.com
                         stephen.youngman@weil.com

Debtors' Local    Mark D. Collins, Esq.
Counsel:          Amanda R. Steele, Esq.      
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  Email: collins@RLF.com

  
Debtors'          LAZARD FRERES & CO. LLC
Financial
Advisor:

Debtors'          ALIXPARTNERS, LLP
Restructuring
Advisor:


Debtors'          KURTZMAN CARSON CONSULTANTS
Claims and
Noticing
Agent:

Estimated Assets: $1 billion to $10 billion

Estimated Debts: $1 billion to $10 billion

The petition was signed by Randall D. Stilley, authorized
representative.

List of Paragon Offshore Drilling's 30 Largest Unsecured Creditors:


   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------  --------------
Deutsche Bank Trust                    Bond Debt    $1,012,035,280
Company Americas, AS
Trustee, Under Senior Notes
Indenture Dated July 18, 2014
60 Wall Street, 16th Floor
Mail Stop: NYC60-1630
New York, NY 10005
Attn: Corporates Team Deal
Manager - Paragon
Offshore PLC

National Oilwell Varco, Inc.           Trade Debt       $3,775,369
7909 Parkwood Circle Drive
Houston, TX 77036-6565

Keppel Verolme BV                      Trade Debt       $1,600,275
PO Box 1001
Rozenburg 12 3180 AA
Netherlands

Advanced Joining                       Trade Debt         $455,000
Technologies, Inc.
945 Buker Hill Road, Ste 500
Houston, TX 77024

Now, Inc. (DBA DNow LLP)               Trade Debt         $441,908
7402 North Eldridge Parkway
Houston, TX 77041

GE Power Conversion Do Brasil LTDA     Trade Debt         $336,566
AV. Alvarez Cabral 1345
MG 30170-001
Brazil

Cameron France SAS                     Trade Debt         $329,280
Plaine St Pierre - CS620
Beziers Cedex 75 34535
France

Bentec GMBH                            Trade Debt         $306,591
Deilmannstr 1
Bad Bentheim 11 48443
Germany

AllRig, Inc.                           Trade Debt         $280,746
1644 Coteau Road
Houma, LA 70364

Chantier Naval Et Industriel           Trade Debt         $269,515
Du Cameroun SA
Zone Amont Doula
Doula 2389
Cameroon

Rignet, Inc.                           Trade Debt         $225,019

International SOS                     Professional        $224,184
                                        Services

Control Union Testing and              Trade Debt         $213,982
Inspections BV

Dynamic Drilling & Services            Trade Debt         $207,840

PVT Ltd.

Gecko ME                               Trade Debt         $206,956

Baker Manufacturing Company            Trade Debt         $189,393

Mammoet Nederland BV                   Trade Debt        $183,648

Offshore Accomodation Contractors      Trade Debt        $173,660

Hydril USA Distribution LLC            Trade Debt        $162,467

De Nora Water Technologies             Trade Debt        $162,412

Teco Solutions AS                      Trade Debt        $160,316

Crowner's Services BV                  Trade Debt        $154,797

Spinneys ABU Dhabi LLC                 Trade Debt        $147,485

Electro-Flow Controls Ltd.             Trade Debt        $140,450

Dunlop Oil & Marine Ltd.               Trade Debt        $134,515

Thrustmasters of Texas, Inc.           Trade Debt        $129,431

Deloitte Touche Tohmatsu Tax           Trade Debt        $127,762

Pon Power BV                           Trade Debt        $113,606

Neptunus Power Plant                   Trade Debt        $103,914
  
Highland Rope Access Inspection Ltd    Trade Debt         $90,769


PARAGON OFFSHORE: Files for Chapter 11 With Plan
------------------------------------------------
Paragon Offshore plc and 25 of its subsidiaries filed with the U.S.
Bankruptcy Court for the District of Delaware separate Chapter 11
bankruptcy petitions on Feb. 14, 2016, with an accompanying joint
Chapter 11 plan of reorganization.  

The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.  The financial restructuring
is expected to reduce Paragon's debt by more than $1 billion and
allow existing equity holders to retain 65% equity in the
reorganized Debtors.  The consensual restructuring is also intended
to eliminate the potential risk of costly multi-party litigation.

Certain creditors holding approximately 95.62% of the Debtors'
Revolving Credit Agreement Claims and approximately 76.88% of the
Debtors' Senior Notes Claims entered into a plan support agreement.
Under the terms of the Plan Support Agreement, the

Consenting Creditors agreed to a deleveraging transaction that
would restructure the existing debt obligations of the Debtors in
chapter 11 through the Plan.

The rights of holders of General Unsecured Claims will be left
unaltered by the Plan, and the Debtors will continue to pay or
dispute each General Unsecured Claim in the ordinary course of
business.

Paragon Offshore plc also entered into a binding term sheet with
Noble Corporation plc, the Debtors' former parent, with respect to
a definitive settlement agreement, under which Noble will provide
direct bonding to satisfy requirements necessary to challenge
certain tax assessments in Mexico relating to the Debtors'
business.  In connection with Paragon's spin-off on Aug. 1, 2014,
Paragon gave Noble promissory notes totaling approximately $1.7
billion.  As part of the Spin-Off, Paragon borrowed $650 million
under the Secured Term Loan and issued approximately $1.03 billion
under the Senior Notes Indenture.  Proceeds of these borrowings
were transferred to Noble in satisfaction of the promissory notes.

James A. Mesterharm, managing director of AlixPartners, LLP, the
Debtors' restructuring advisor, said that due to the amount of debt
Paragon incurred in connection with the Spin-Off and the nature of
the assets acquired, Paragon could not absorb the ongoing and
precipitous decline in oil and gas prices and the corresponding
decline in demand for their services.

"Although Paragon does not face any maturities on material secured
debt until 2019, the severity and duration of the market downturn
has increased the risk that existing customer contracts, some of
which are due to expire in the near term, will not be renewed or
will be renewed at materially reduced prices," Mr. Mesterharm
maintained.

The Debtors are also dealing with the termination of longer-term
contracts, including contracts with Pemex and Petrobras.

Concurrently with the filing of the petitions, the Debtors filed
first day motion seeking authority to, among other things, use
existing cash management system, prohibit utility providers from
discontinuing services, pay employee compensation, pay general
unsecured creditors that provide goods or services (many of which
are located in jurisdictions outside the United States), and use
cash collateral.  These motions will ensure that the company's
vendors, as well as employees, will continue to be paid.  Paragon
expects to maintain sufficient liquidity throughout the
restructuring process to maintain its business operations.

Randall D. Stilley, President and Chief Executive Officer of
Paragon, said, "Paragon has acted proactively to strengthen the
company's balance sheet in this challenging environment.  We look
forward to moving as quickly as possible through this process while
maintaining our focus on delivering safe, reliable, and efficient
operations as the industry's High-Quality, Low-Cost drilling
contractor. We are confident that Paragon will emerge as an even
stronger company, better positioned for long-term growth and
success."

                     About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/--
is a global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on
Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.

Judge Christopher S. Sontchi is assigned to the cases.


PARAGON OFFSHORE: Files Pre-Arranged Reorganization Plan
--------------------------------------------------------
Paragon Offshore plc, et al., filed with their Chapter 11
bankruptcy petitions a proposed reorganization plan that lets
holders of $1.02 billion in senior notes recover up to 72.6%,
returns 100% cents on the dollar to general unsecured creditors,
and lets existing shareholders retain 65% of the company.

Holders of approximately 95.62% in outstanding principal amount of
the revolving credit agreement claims entitled to vote on the Plan
(the "Consenting Revolver Lenders") and holders of 76.88% in
outstanding principal amount of the senior notes claims entitled to
vote on the Plan have already agreed to vote in favor of the Plan.

The restructuring will leave the Debtors' business intact under
Paragon Offshore plc and substantially de-lever it, providing for
the reduction of $1.1 billion of the Debtors' existing debt and $60
million of the Debtors' annual cash interest expense upon the
completion of the Restructuring.  This deleveraging will enhance
the Debtors' long-term growth prospects and competitive position
and allow the Debtors to emerge from their chapter 11 cases (the
"Chapter 11 cases") as reorganized entities better positioned to
withstand a depressed market for offshore contract drilling.

In accordance with the Plan Support Agreement, the Debtors are
obligated to proceed with the implementation of the Plan through
the Chapter 11 Cases.  Among the milestones contained in the Plan
Support Agreement are the requirement that the Bankruptcy Court
enter the order approving the Disclosure Statement and the
solicitation procedures within 75 days after the Petition Date,
enter an order confirming the Plan within 185 days after the
Petition Date, and that the Plan must be consummated no later than
230 days after the Petition Date.  Achieving the various milestones
under the Plan Support Agreement is crucial to reorganizing the
Debtors successfully.

                   Prepetition Capital Structure

The Debtors' significant prepetition indebtedness includes secured
financing obligations in the amount of approximately $1,440,650,651
and unsecured financing obligations in the amount of approximately
$983,582,000.

Paragon Offshore plc and Paragon International Finance Company are
borrowers and each of the other Debtors are guarantors under a
Senior Secured Revolving Credit Agreement, dated as of June 17,
2014, with the lenders and issuing banks party thereto from time to
time (the "Secured Revolver Lenders"), JPMorgan Chase Bank, N.A.,
as administrative agent (the "Secured Revolver Agent").  The
Secured Revolving Credit Agreement provides for revolving credit
commitments, including letter of credit commitments and swingline
commitments, in an aggregate principal amount of $800 million. The
Secured Revolving Credit Agreement matures in July 2019.  As of the
Petition Date, the aggregate principal amount outstanding under the
Secured Revolving Credit Agreement is approximately $708.5 million
in unpaid principal, plus any applicable interest, fees, and other
expenses, in addition to approximately $87.4 million of letters of
credit.

Debtor Paragon Offshore Finance Company, as borrower, and Paragon
Parent, along with each of the other Debtors, as guarantors, are
parties to that certain Senior Secured Term Loan Agreement, dated
as of July 18, 2014, with the lenders party thereto (the "Secured
Term Loan Lenders"), and JPMorgan Chase Bank, N.A., as
administrative agent (the "Secured Term Loan Agent").  The Secured
Term Loan Agreement provides for a term loan in an aggregate
principal amount of up to $645 million (the "Secured Term Loan").
The Secured Term Loan Agreement matures in July 2021.
12. As of the Petition Date, the aggregate principal amount
outstanding under the Secured Term Loan Agreement is approximately
$642 million in unpaid principal, plus any applicable interest,
fees, and other expenses.

Paragon Offshore plc is also an issuer under an Indenture, dated as
of July 18, 2014, with each of the other Debtors as named
guarantors therein, and Deutsche Bank Trust Company Americas, as
indenture trustee (as amended, modified, or supplemented from
time to time, the "Senior Notes Indenture"), pursuant to which
Paragon Parent issued 6.75% Senior Notes due 2022 in the aggregate
principal amount of $500,000,000 (the "6.75% Senior Notes") and
7.25% Senior Notes due 2024 in the aggregate principal amount of
$580,000,000 (the "7.25% Senior Notes").  As of the Petition Date,
the aggregate amount outstanding under the 6.75% Senior Notes is
approximately $456.5 million, plus any applicable interest, fees,
and  other expenses, and the aggregate amount outstanding under the
7.25% Senior Notes is approximately $527 million, plus any
applicable interest, fees, and other expenses.

On Aug. 1, 2014, Noble Corporation plc ("Noble") completed a
spin-off of Paragon by: (i) transferring to Paragon Parent the
assets and liabilities constituting most of Noble's standard
specification drilling business and (ii) making a pro rata
distribution to Noble's shareholders of all of Paragon Parent's
issued and outstanding ordinary shares (the "Spin-Off").  In
connection with the Spin-Off, Paragon gave Noble promissory notes
totaling approximately $1.7 billion.  As part of the Spin-Off,
Paragon borrowed $650 million under the Secured Term Loan and
issued approximately $1.03 billion under the Senior Notes
Indenture.  Proceeds of these borrowings were transferred to Noble
in satisfaction of the promissory notes. The rigs transferred to
Paragon through the Spin-Off had an average age of 35 years.

The Debtors estimate that, as of the Petition Date, they owe a
total of approximately $41.5 million on account of undisputed trade
claims.

                         Terms of the Plan

Under the Plan, holders of priority non-tax claims in Class 1 and
Other Secured Claims in Class 2 are unimpaired.  Recovery is 100%.

Class 3, the Revolving Credit Agreement Claims, will be Allowed as
Secured Claims with respect to funded loans and the face amount of
undrawn letters of credit in an aggregate principal amount of not
less than $795,600,000 plus any unpaid accrued interest, letter of
credit fees, other fees, and unpaid reasonable fees and expenses as
of the Effective Date.  On the Effective Date, each holder of an
Allowed Revolving Credit Agreement Claim will receive, in full
satisfaction of and in exchange for such Allowed Secured Claim, its
Pro Rata share of: (i) any accrued and unpaid interest from the
Petition Date through the Effective Date as set forth in the
Adequate Protection Order to the extent not previously paid
pursuant to the Adequate Protection Order; (ii) $165,000,000 in
Cash and a corresponding permanent commitment reduction; and (iii)
the remaining outstanding loans under the Revolving Credit
Agreement converted to a term loan.  Recovery is 100%.

The legal, equitable, and contractual rights of Class 4, the
holders of Allowed Secured Term Loan Claims, are unaltered by the
Plan and such claims will be allowed in an amount of $644,950,651.
Recovery is 100%.

The Senior Notes Claims will be allowed in the amount of
$1,020,555,682.  On the Effective Date, or as soon as practicable
thereafter, each holder in Class 5, the Allowed Senior Notes
Claims, will receive, in full satisfaction of and in exchange for
its Allowed Claim, its Pro Rata share of: (i) that number of Parent
Ordinary Shares which will in the aggregate comprise 35% of the
total outstanding ordinary shares of Reorganized Paragon as of the
Effective Date without regard to the Management Incentive Plan
Securities; (ii) the right to receive the 2016 Deferred Cash
Payment and the 2017 Deferred Cash Payment in accordance with the
terms of the Plan; and (iii) $345,000,000 in Cash.  Recovery is
57.1% to 72.6%.

The rights of holders of General Unsecured Claims (Class 6) will be
left unaltered by the Plan, and the Debtors will continue to pay or
dispute each General Unsecured Claim in the ordinary course of
business.

On the Effective Date, the holders of Parent Interests (Class 8)
will retain their Parent Interests, subject to dilution on account
of the Parent Ordinary Shares to be issued in accordance with the
Plan.  After the issuance of the Parent Ordinary Shares, the Parent
Interests will comprise in the aggregate 65% of the total
outstanding ordinary shares of Reorganized Paragon without regard
to the Management Incentive Plan Securities.  Recovery is 100%.

Holders of Claims and Interests in Classes 1, 2, 4, 6, 7, 8, and 9
are conclusively deemed to have accepted the Plan pursuant to
Section 1126(f) of the Bankruptcy Code.  Only holders of Allowed
Claims in Classes 3 and 5 are entitled to vote to accept or reject
the Plan.

Intercompany Interests held by Paragon Parent or a direct or
indirect subsidiary of Paragon Parent (Class 9) will be unaffected
by the Plan and continue in place following the Effective Date.

                           *     *     *

Copies of the affidavits in support of the Ch. 11 petitions and the
first day motions are available for free at:

   http://bankrupt.com/misc/Paragon_17_AL_1st_D_Affidavit.pdf
   http://bankrupt.com/misc/Paragon_18_JM_1st_D_Affidavit.pdf

Copies of the Plan and Disclosure Statement are available for free
at:

   http://bankrupt.com/misc/Paragon_11_Ch11_Plan.pdf
   http://bankrupt.com/misc/Paragon_12_Disc_Statement.pdf

Counsel to the Debtors:

          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, New York 10153
          Attn: Gary T. Holtzer
          Stephen A. Youngman
          Telephone: (212) 310-8000
          E-mail: gary.holtzer@weil.com
                  stephen.youngman@weil.com

Co-Counsel to the Debtors:

          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, Delaware 19801
          Attn: Mark D. Collins
          Amanda R. Steele
          Telephone: (302) 651-7700
          E-mail: collins@rlf.com
                  steele@rlf.com

Counsel to the Ad Hoc Committee of Senior Noteholders

          PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Attn: Andrew N. Rosenberg
          Elizabeth R. McColm
          Telephone: (212) 373-3000
          E-mail: arosenberg@paulweiss.com
                  emccolm@paulweiss.com

Counsel to the Revolving Credit Facility Agent:

          SIMPSON THACHER & BARTLETT LLP
          425 Lexington Avenue
          New York, NY 10017
          Attn: Sandeep Qusba, Esq.
                Kathrine A. McLendon, Esq.
          Telephone: (212) 455-2000
          E-mail: squsba@stblaw.com
                  kmclendon@stblaw.com

                      About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/--
is a global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on
Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
case.

The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.  

The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.

Judge Christopher S. Sontchi is assigned to the cases.



PARAGON OFFSHORE: S&P Lowers CCR to 'D' on Ch. 11 Filing Plan
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit and
issue-level ratings on offshore drilling company Paragon Offshore
PLC to 'D' from 'CC'.

At the same time, S&P revised its recovery rating on the company's
unsecured debt to '4' from '6', indicating S&P's expectation of
average recovery (30% to 50%, lower end of the range).  The
recovery rating on the company's term loan remains '2', indicating
S&P's expectation of substantial recovery (70%-90%, lower end of
the range).

The 'D' ratings reflect Paragon's announcement that it will file
for Chapter 11 under the U.S. Bankruptcy Code, where it will
implement a negotiated settlement with bondholders and lenders.


PARAGON OFFSHORE: Seeking Joint Administration of Cases
-------------------------------------------------------
Paragon Offshore Plc and 25 of its affiliates ask the Bankruptcy
Court to enter an order directing the consolidation of their
Chapter 11 cases for procedural purposes only.

The Debtors anticipate that there are more than 10,000 creditors
and other parties-in-interest that are involved in their cases.
They maintained that joint administration will allow for the
efficient and convenient administration of their interrelated
Chapter 11 cases.  

"Joint administration of these cases will save the Debtors and
their estates substantial time and expense because it will remove
the need to prepare, replicate, file, and serve duplicative
notices, applications, and orders," said Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., counsel for the Debtors.
"Further, joint administration will relieve the Court of entering
duplicative orders and maintaining duplicative files and dockets,"
he added.

                      About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/--
is a global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on
Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.  

The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.


PARAGON OFFSHORE: Targeting June 10 Confirmation of Plan
--------------------------------------------------------
Paragon Offshore plc, et al., have sought bankruptcy protection in
the United States with a proposed reorganization plan that will
leave the Debtors' business intact and substantially de-lever it,
providing for the reduction of $1.1 billion of the Debtors'
existing debt and $60 million of the Debtors' annual cash interest
expense upon the completion of the restructuring.

The Debtors have filed with the U.S. Bankruptcy Court for the
District of Delaware a motion seeking approval of (i) the
Disclosure Statement explaining the Chapter 11 Plan, and the (ii)
proposed solicitation procedures.  The Debtors intend to seek
confirmation of the Plan based on this timeline:

           Event                                 Date/Deadline
           ----                                  -------------
Disclosure Statement Objection Deadline         March 21, 2016
Deadline to Reply to Disclosure Statement       March 24, 2016
Disclosure Statement Hearing                    March 30, 2016
Record Voting Date                              March 30, 2016
Solicitation Date                                April 6, 2016
Plan Supplement Filing Deadline                   May 10, 2016
Voting Deadline                                   May 20, 2016
Voting Certification Deadline                     May 27, 2016
Plan Confirmation Objection Deadline              May 20, 2016
Deadline to File Confirmation Brief               June 7, 2016
Deadline to Reply to Plan Objection               June 7, 2016
Confirmation Hearing                             June 10, 2016

Paragon negotiated terms of its restructuring with key
constituencies prepetition.  On Feb. 12, 2016, Paragon Offshore
entered into a plan support agreement with respect to the terms of
a chapter 11 plan of reorganization with holders representing an
aggregate of 77% of the outstanding $457 million of the Company's
6.75% senior unsecured notes maturing July 2022 and the outstanding
$527 million of the Company's 7.25% senior unsecured notes maturing
August 2024 (together, the “Noteholders”) together with lenders
representing an aggregate of 95.62% of the outstanding debt
(including letters of credit) under the Company's Senior Secured
Revolving Credit Agreement (the “Revolving Credit Agreement”).

Only holders of the Revolving Credit Agreement Claims (Class 3);
and holders of the Senior Notes Claims (Class 5) are entitled to
vote on the Plan.  Holders of Class 3 claims are slated to have a
100% recovery although they are still impaired under the Plan.
Holders of Senior Notes Claims are slated to have a 57.1% to 72.6%
recovery.  Other classes of claims, including general unsecured
claims, are unimpaired and will recover 100 cents on the dollar
under the Plan.

A copy of the Plan Support Agreement is available for free at:
http://goo.gl/wRbO8g

                      About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/--
is a global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on
Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.  

The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.


PARAGON OFFSHORE: Wants to Use Secured Parties' Cash Collateral
---------------------------------------------------------------
Paragon Offshore plc and its affiliated debtors request authority
from the Bankruptcy Court to use cash collateral of JPMorgan Chase
Bank, N.A. and Cortland Capital Market Services LLC, to fund their
payments to vendors and employees and to satisfy the other ordinary
costs of operation, including rent, taxes, and insurance.

JPMorgan serves as the administrative agent for the revolver
lenders and collateral agent for the revolver lenders and term loan
lenders.  Cortland Capital Market Services L.L.C. acts as the
proposed successor administrative agent for the term loan lenders.

To protect the Prepetition Secured Parties to the extent of any
aggregate diminution in value of the Prepetition Collateral
resulting from the use of Cash Collateral, the Debtors propose to
provide various forms of adequate protection.  The proposed
adequate protection includes a first priority lien on, and security
interest in "Unencumbered Property," which includes approximately
$332 million in a Goldman Sachs Bank Account owned by Paragon
Offshore Group plc.

"Absent authority to use Cash Collateral, even for a limited period
of time, the continued operation of the Debtors' business would
suffer, causing immediate and irreparable harm to the Debtors,
their respective estates, and their creditors," said Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., counsel for the
Debtors.

                      About Paragon Offshore

Paragon Offshore plc -- http://www.paragonoffshore.com/--
is a global provider of offshore drilling rigs.  Paragon's operated
fleet includes 34 jackups, including two high specification heavy
duty/harsh environment jackups, and six floaters (four drillships
and two semisubmersibles). Paragon's primary business is
contracting its rigs, related equipment and work crews to conduct
oil and gas drilling and workover operations for its exploration
and production customers on a dayrate basis around the world.
Paragon's principal executive offices are located in Houston,
Texas. Paragon is a public limited company registered in England
and Wales and its ordinary shares have been trading on the
over-the-counter markets under the trading symbol "PGNPF" since
December 18, 2015.

Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on
Feb. 14, 2016, after reaching a deal with lenders on a
reorganization plan that would eliminate $1.1 billion in debt.

The petitions were signed by Randall D. Stilley as authorized
representative.  Judge Christopher S. Sontchi is assigned to the
cases.

The Debtors reported total assets of $2.47 billion and total debts
of $2.96 billion as of Sept. 30, 2015.  

The Debtors have engaged Weil, Gotshal & Manges LLP as general
counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard
Freres & Co. LLC as financial advisor, Alixpartners, LLP as
restructuring advisor, and Kurtzman Carson Consultants as claims
and noticing agent.


PARAMOUNT SCAFFOLD: Loses Summary Judgment Bid in ERISA Suit
------------------------------------------------------------
In the case captioned CARPENTERS HEALTH AND SECURITY TRUST OF
WESTERN WASHINGTON, et al., Plaintiffs, v. PARAMOUNT SCAFFOLD,
INC., et al., Defendants, Case No. C12-1252RSM (W.D. Wash.), Judge
Ricardo S. Martinez of the United States District Court for the
Western District of Washington, Seattle, denied the defendants'
motion for summary judgment and granted the plaintiffs'
cross-motion for summary judgment.

An Employee Retirement Income Security Act suit arose from the
defendants' alleged failure to pay certain funds withheld from
paychecks into required trust funds.  Defendant Paramount Scaffold,
Inc., is now a defunct entity and had sold all assets to defendant
California Access Scaffold, Inc.

The defendants sought summary judgment on two bases: (1) that the
plaintiffs' failure to object to the bankruptcy sale of Paramount's
assets estops the plaintiffs from bringing claims against defendant
California Access now; and (2) that California Access is not a
continuation or alter ego of Paramount.

The plaintiffs opposed the motion and cross-moved for summary
judgment, arguing that neither the bankruptcy sale nor their
failure to object to the sale precludes their claims, and that
California Access is merely the continuation of Paramount and is
therefore liable for their claims.

Judge Martinez agreed with the plaintiffs that California Access is
the successor to Paramount, considering that the management of
California Access remains largely the same as it was at Paramount.
The judge also found that California Access now uses Paramount's
Carson, California property as its corporate office and that there
appears to be a significant crossover in the services formerly
offered by Paramount and now offered by California Access.  Judge
Martinez further found no objection by California Access that it
had pre-sale knowledge of the plaintiffs' ERISA claims.

A full-text copy of the Judge Martinez's February 1, 2016 order is
available at http://is.gd/nlATDYfrom Leagle.com.

Carpenters Health & Security Trust of Western Washington,
Carpenters Retirement Trust of Western Washington, Carpenters of
Western Washington Individual Account Pension Trust,
Carpenters-Employers Vacation Trust of Western Washington and
Carpenters-Employers Apprenticeship and Training Trust of Western
Washington are represented by:

          Jeffrey G Maxwell, Esq.
          EKMAN THULIN, P.S.
          Queen Anne Square
          220 W. Mercer Street, Suite 400
          Seattle, WA 98119-3966
          Tel: (206)282-8221
          Fax: (206)285-4587
          Email: j.maxwell@ekmanthulin.com

California Access Scaffold, LLC is represented by:

          Aldo E. Ibarra, Esq.
          Louis J. Cisz, III, Esq.
          NIXON PEABODY LLP
          One Embarcadero Center, Suite 1800
          San Francisco, CA 94111-3600
          Tel: (415)984-8200
          Fax: (415)984-8300
          Email: aibarra@nixonpeabody.com
                 lcisz@nixonpeabody.com

            -- and --

          Mary Quinn Oppenheim, Esq.
          SUMMIT LAW GROUP
          315 Fifth Avenue South, Suite 1000
          Seattle, WA 98104-2682
          Tel: (206)676-7000
          Fax: (206)676-7001
          Email: quinno@summitlaw.com


PAYLESS INC: Moody's Lowers CFR to B3, Outlook Altered to Negative
------------------------------------------------------------------
Moody's Investors Service downgraded Payless Inc.'s Corporate
Family Rating to B3 from B2, and Probability of Default Rating to
B3-PD from B2-PD.  The company's $520 million 1st lien term loan
due 2021 and $145 million 2nd lien term loan due 2022 were also
downgraded to B2 and Caa1, respectively.  The rating outlook is
negative.

The downgrades reflect weaker than anticipated operating
performance and Moody's expectation that modest improvements to the
company's operating performance over the next 12-24 months will be
insufficient to return credit metrics back in line with the B2
rating category.  Moody's projects free cash flow will be negative
and EBIT/Interest coverage will remain weak at less than 1 time in
the fiscal year ended January 2017 (fiscal 2016).  Over the nine
month period ending Oct. 31, 2015, revenue has remained relatively
flat compared to the same period in fiscal 2014, but worsening
gross margins and elevated borrowings on the company's unrated $300
million Asset Based Revolving Credit Facility have driven Moody's
adjusted interest coverage (EBIT/Interest) below 1 time,
debt-to-EBITDA leverage to the high 5 times range (incorporating
Moody's standard adjustments), and funded-debt-to-EBITDA leverage
closer to the low 8 times range.  Moody's anticipates that the roll
off of some one-time items such as the west coast port slowdown in
early 2015 will support improvements to operating performance in
fiscal 2016.  However, many factors negatively impacting operating
performance, such as foreign exchange and declining mall traffic
trends, will constrain meaningful improvement.

The negative outlook reflects Payless' weak liquidity and thin
interest coverage.  Moody's expects the company will be challenged
to restore positive free cash flow over the next 12-24 months and
anticipates interest coverage will improve only modestly to around
1 time.

Moody's took these rating actions:

Issuer: Payless Inc.

  Corporate Family Rating, Downgraded to B3 from B2

  Probability of Default Rating, Downgraded to B3-PD from B2-PD

  $520 million Sr. Secured 1st Lien Term Loan due 2021, Downgraded

   to B2 (LGD-3) from B1 (LGD-3)

  $145 million Sr. Secured 2nd Lien Term Loan due 2022, Downgraded

   to Caa1 (LGD-4) from B3( LGD-4)

  Outlook is Negative

                         RATINGS RATIONALE

Payless' B3 CFR reflects the company's high leverage, weak interest
coverage and negative free cash flow resulting from weaker than
anticipated operating performance combined with higher than
anticipated borrowings on the company's revolving credit facility.
Over the LTM period Moody's lease adjusted leverage has risen about
a half turn, leverage for funded debt rose by over 2 turns, and
interest coverage (EBIT/Interest) has fallen below 1 time.  Also
constraining the rating is the company's history of
highly-aggressive financial policies and weak liquidity.  Factors
supporting the rating include the company's meaningful
international presence and its solid brand equity and competitive
position.  Payless benefits from the value-orientation of the brand
and its under-$30 price point which Moody's believes helped
minimize some of the impact from the most recent downturn. However,
Payless' core customer remains under economic pressure, which
constrains meaningful growth.

Payless' liquidity is weak, driven by Moody's expectation for
negative free cash flow (CFO -- Capex) over the next 12-18 months
combined with an already elevated estimated level of borrowings on
the company's $300 million ABL revolving credit facility expiring
in 2019.  While Moody's anticipates some seasonal repayments and
borrowings on the revolver to support working capital needs, the
company will be challenged to meaningfully reduce outstanding
borrowings from current levels.  Further constraining availability
will be the springing Fixed Charge Coverage test, which is
triggered when availability is less than the greater of $20 million
or 10% of the borrowing base.  Moody's believes there is potential
that Payless could trigger the covenant over the next 12-18 months,
and projects the company would not comply with the covenant if it
were tested.  However, Payless may have the ability to pull back on
some growth capex if it were in danger of triggering the test.  The
$520 million first lien term loan due 2021 and $145 million second
lien term loan due 2022 do not contain any financial maintenance
covenants.  Supporting liquidity is approximately $55 million of
cash on the balance sheet as of Oct. 31, 2015, and over $50 million
of availability on the revolver according to Moody's estimate.

The liquidity analysis is based on Moody's assumptions and
estimates.  However, there is some uncertainty about the company's
liquidity given the absence of information available to Moody's
such as the ABL borrowing base, availability, and the current fixed
charge coverage calculation.  In addition, working capital
fluctuations could meaningfully impact free cash flow and the level
of revolver borrowings, particularly as the company continues to
right size its inventory, which was impacted by the port strike and
an intentional build-up of inventory in 2015.

Ratings could be upgraded if the company is able to reverse recent
operating trends resulting in improved gross and EBITDA margins
combined with consistent same store sales growth.  Interest
coverage (EBIT/interest expense) sustained above 1.2 times and an
improved liquidity profile with meaningful repayments on the
revolving credit facility could also lead to an upgrade.  Given the
company's history of shareholder friendly transactions, an upgrade
would also require the expectation that the company will exercise
prudent financial policies.

Ratings could be downgraded if operating performance continues to
weaken resulting in interest coverage (EBIT/Interest expense)
sustained below 1.0 time, if the company is unable to restore
positive free cash flow, or there is a further deterioration in
liquidity.  Additional future shareholder friendly transactions
could also pressure the rating lower.

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

Payless operates more than 4,500 family footwear stores (including
joint-ventures and franchisees) in approximately 30 countries with
LTM revenues as of October 31, 2015 of over $2.4 billion.  The
company is controlled by funds affiliated with Golden Gate Capital
and Blum Capital.


PEABODY ENERGY: Environmental Groups Balk at Self-Bonding
---------------------------------------------------------
Alan Scher Zagier at the Associated Press reported that The
Environmental Law and Policy Center in Chicago has asked state and
federal regulators to stop allowing St. Louis-based Peabody Energy
to use the process known as self-bonding instead of posting
conventional bonds for mine remediation.

The report noted that self-bonding allows Peabody to pledge that it
has adequate assets to pay for the estimated $92 million needed to
reclaim three southern Illinois mines once there's no coal left to
extract, or if the company shuts down. Its remediation costs for
six Indiana mines are estimated at $163 million.  The alternative
is purchasing surety bonds from private insurers -- an approach
that the environmental group asked Illinois officials earlier this
month to require of Peabody.

AP says the formal complaint came one day after the company
reported a $518 million loss in its fourth quarter of 2015 and
annual losses of more than $2 billion.

The report also pointed out that the environmental group WildEarth
Guardians filed its own complaint in Wyoming challenging Peabody's
self-bonding there and in other Rocky Mountain states.

Peabody Energy Corp. is based in St. Louis, Missouri, and is the
largest coal miner in the U.S.

As reported by the Troubled Company Reporter on Jan. 20, 2016,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on St. Louis-based Peabody Energy Corp. to 'CCC+'
from 'B'.

The TCR, on Feb. 10, 2016, reported that participations in a
syndicated loan under which Peabody Energy Power Corp is a
borrower
traded in the secondary market at 42.30 cents-on-the-dollar during
the week ended Friday, Jan. 29, 2016, according to data compiled
by
LSTA/Thomson Reuters MTM Pricing.  This represents a decrease of
1.40 percentage points from the previous week.  Peabody Energy
pays
325 basis points above LIBOR to borrow under the $1.2 billion
facility. The bank loan matures on Sept. 20, 2020 and carries
Moody's B3 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Jan. 29.


PEABODY ENERGY: Fitch Lowers LT IDR to CC & 2nd Lien Notes to C
---------------------------------------------------------------
Fitch Ratings has downgraded Peabody Energy Corporation's (Peabody,
NYSE: BTU) long-term Issuer Default Rating (IDR) to 'CC' from
'CCC'. Approximately $8.4 billion in face amount of obligations is
affected by the rating actions.

The downgrade of the IDR reflects Fitch's view that default of some
kind appears probable following increased demands on liquidity,
negotiations with creditors for a distressed debt exchange,
continued competition in domestic markets from cheap natural gas
and bankrupt coal producers, expectation of a delayed recovery in
the seaborne metallurgical coal market from very low levels, and
prospects for further weakness in the Asia Pacific steam coal
markets.

The downgrade of the second lien notes reflects their position in
the capital structure after the $1.7 billion revolver, the $1.3
billion term loan, and letters of credit- secured by receivables as
well as Fitch's assumptions for lower going concern EBITDA and
lower enterprise value multiples. Please see the discussion on
Recovery Analysis below.

KEY RATING DRIVERS

Liquidity: Fitch believes that the company has sufficient cash to
support operations for roughly 18 months absent asset sales. On
Feb. 9, 2016, Peabody drew the remaining availability under its
$1.65 billion revolving credit facility resulting in cash balances
of $778.5 million. Peabody reports that it has $123 million
available under its accounts receivable securitization facility.
Peabody reports that letters of credit were $823.7 million as of
Feb. 9, 2016 up from $560 million at Sept. 30, 2015 of which $228.7
million was outstanding under the revolver and $120 million was
outstanding under the A/R facility.

Fitch expects cash burn in 2016 and 2017 aggregating $787 million
using 2016 guidance on volumes, costs and capital expenditures.

Scheduled maturities of long-term debt over the next five years are
estimated to be $102 million in 2016, $13 million in 2017, $1.5
billion in 2018, $12 million in 2019 and $1.8 billion in 2020.

Covenants: The revolver has a minimum interest coverage covenant of
1x through maturity and a net first lien leverage maximum of 4.5x.
Fitch has forecast covenants in compliance using a $90 million
add-back to EBITDA since the bank agreement adds non-cash
share-based compensation ($40 million) and asset retirement
obligation expenses ($52 million) together with other items.

Maturity in 2018: $1.5 billion in senior unsecured notes are due in
November of 2018 and Fitch believes these will need to be
refinanced. In December 2015, Peabody disclosed that it was in
discussions with the note holders on a distressed debt exchange.
The discussions involve Peabody's potential interest in raising
$150 million in debt financing secured by certain of its Australian
assets and a $250 million secured letter of credit facility through
subsidiaries that do not guarantee Peabody's debt. No update was
provided on the Feb. 11, 2016 earnings call.

Asset Sales: The company has agreements to sell assets in the first
quarter of 2016 for net proceeds aggregating $415 million. This
figure includes the sale of its New Mexico and Colorado assets to
Bowie Resources currently in the term loan market to raise $650
million to finance the transaction. Fitch views access to the
capital markets as extremely challenging for coal producers.

In July 2015, Peabody announced the sale of its idled Wilkie Creek
mine for up to $75 million including cash of up to $20 million and
assumption of liabilities totalling $55 million. The transaction
would also release certain guarantees in place for reclamation
activities. Closing has been delayed as the buyer is having
difficulty obtaining finance.

Recovery Analysis: Fitch has dropped its going concern EBITDA from
$980 million to $650 million to reflect long term lower volumes in
the U.S., reduced overhead and break-even conditions in Australia.
Peabody reported that Australian mining adjusted EBITDA was $175.4
million, before hedging activity, U.S. mining adjusted EBITDA was
$937.2 million, and consolidated adjusted EBITDA was $434.6 million
in 2015.

Fitch has dropped its multiple assumption from 5.5x to 4.5x given
how much of the industry is distressed and the need for asset
valuations to incorporate assumption of asset retirement
obligations. Fitch notes that using a 4x multiple results in an
enterprise value that is close to a liquidation value. Fitch has
assumed a concession allowance at 5% of enterprise value to be
spread among the second lien, unsecured and junior subordinated
notes.

Capital Requirements to decline: The company's fifth annual and
final $250 million federal coal lease payment is in 2016 its fourth
annual and final Patriot Coal related VEBA payment in the amount of
$70 million is in 2017. The company and the United Mine Workers of
America agreed to a revision of this obligation, which if approved
by the court, reduces Peabody's obligations by $70 million in 2017.


In addition, the company's hedge position has limited its benefits
from the weaker Australian dollar and lower fuel prices. Fitch
notes that these hedges are at the parent company.

KEY ASSUMPTIONS

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

-- 2016 Benchmark hard coking coal and Newcastle prices of $85/t
    and, $50/t respectively;

-- Production, dividends and capital spending at guidance;

-- Asset sales that have been announced and not delayed are
    factored into the projections.

RATING SENSITIVITIES

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

-- Failure to pay debt service within grace periods and or
    bankruptcy filing would result in a downgrade of the IDR to
    'D'.
-- Distressed Debt Exchange would result in a downgrade of the
    IDR to 'RD'.

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

-- Expectation of positive free cash flow generation.
-- Liquidity enhancing activity resulting in proceeds of $500
    million in aggregate.

FULL LIST OF RATING ACTIONS

Peabody Energy Corporation

-- Long-term IDR downgraded to 'CC' from 'CCC';

-- Senior secured revolving credit and terms loan downgraded to
    'CCC/RR2' from 'B/RR1';

-- Senior second lien secured notes downgraded to 'C/RR6' from
    'B-/RR2'

-- Senior unsecured notes downgraded to 'C/RR6' from 'CCC-/RR5';

-- Convertible junior subordinated debentures downgraded to
    'C/RR6' from 'CC/RR6'.


PICO HOLDINGS: Central Square Protests Director Replacements
------------------------------------------------------------
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.

On February 12, 2016, Kelly Cardwell at Central Square Management,
LLC, filed a 13D with the Securities and Exchange Commission, in
response to PICO Holdings' stunning news: Chair Kristina Leslie and
Director Robert Deuster resigned and were replaced by Howard
Brownstein and Raymond Marino.

Mr. Cardwell begins, "As you know, over the past 16 months, we have
persistently and repeatedly tried to engage in a constructive
dialogue with the Board and PICO's management team to discuss our
concerns regarding the Company's prolonged underperformance and
poor governance in addition to several strategies, which, if
implemented, we believe would materially improve the Company's
performance for the benefit of all PICO shareholders. As part of
these efforts, we recommended on numerous occasions the addition of
three highly qualified individuals to the Board, including Anthony
Bergamo, James Henderson and Daniel Silvers, and called on the
Board to immediately engage with us to agree on a process for
seating each of Messrs. Bergamo, Henderson and Silvers, but to no
avail."

Mr. Cardwell notes that he is a major shareholder, far larger than
the shareholder referenced by PICO CEO John Hart in justifying the
director appointments. He expresses displeasure that PICO expended
shareholder funds through the retention of an executive search firm
when his candidates were available without charge. "We believe it
is highly inappropriate for the incumbent Board members and
management team, which have overseen such dramatic destruction of
shareholder value, to seemingly hand-pick these newly appointed
directors under the illusion of change without being held
accountable for the Company's poor performance. Shareholders
require real and sweeping change on the Board, not just the
appearance of change in reaction to the challenge of a publicly
concerned and critical large shareholder."

The activist bloggers at www.reformpiconow.com observe that 3 out
of 7 PICO directors, including the Chair, have been replaced in the
last 6 weeks. Mr. Hart and his PICO Board are making history of the
ignominious sort: within the last year, three different
institutional investors have filed adverse 13Ds. And these are
intermediate-term holders, not "me-too" activists.

The activist bloggers opine that, "PICO's appointment of two new
directors was the equivalent of giving the middle finger to Central
Square. The latter has had three qualified Director nominees in the
public space for several months and during that time, 3 PICO Board
seats became vacant -- and PICO filled them all arbitrarily. Such
action is illustrative of this Board's pursuit of entrenchment and
its disrespect for Central Square and all shareholders."


PITTSBURGH CORNING: Bankruptcy Plan to Take Effect in April
-----------------------------------------------------------
All pending appeals from the approval of Pittsburgh Corning
Corporation's bankruptcy-exit Plan were withdrawn on January 6,
2016, and Corning, Inc., which owns 50% of the capital stock of
PCC, expects that the Plan will become effective in April 2016.

Over a period of more than two decades, PCC and several other
defendants were named in numerous lawsuits involving claims
alleging personal injury from exposure to asbestos.  On April 16,
2000, PCC filed for Chapter 11 reorganization in the U.S.
Bankruptcy Court for the Western District of Pennsylvania.  At the
time PCC filed for bankruptcy protection, there were approximately
11,800 claims pending against Corning in state court lawsuits
alleging various theories of liability based on exposure to PCC's
asbestos products and typically requesting monetary damages in
excess of one million dollars per claim.  Corning has defended
those claims on the basis of the separate corporate status of PCC
and the absence of any facts supporting claims of direct liability
arising from PCC's asbestos products.

Corning, with other relevant parties, has been involved in ongoing
efforts to develop a Plan of Reorganization that would resolve the
concerns and objections of the relevant courts and parties.  On
November 12, 2013, the Bankruptcy Court issued a decision finally
confirming an Amended PCC Plan of Reorganization.  On September 30,
2014, the United States District Court for the Western District of
Pennsylvania (affirmed the Bankruptcy Court's decision confirming
the Amended PCC Plan.

On October 30, 2014, one of the objectors to the Plan appealed the
District Court's affirmation of the Plan to the United States Court
of Appeals for the Third Circuit.  On January 6, 2016, all pending
appeals of the Plan were withdrawn and Corning expects that the
Plan will become effective in April 2016.

Under the Plan as affirmed by the Bankruptcy Court and affirmed by
the District Court, Corning is required to contribute its equity
interests in PCC and Pittsburgh Corning Europe N.V., a Belgian
corporation, and to contribute $290 million in a fixed series of
payments, recorded at present value.  Corning will contribute its
equity interest in PCC and PCE on the Plan's Funding Effective
Date, which is expected to occur in June 2016.  Corning has the
option to use its common stock rather than cash to make these
payments, but the liability is fixed by dollar value and not the
number of shares.  

The Plan requires Corning to make:

     (1) one payment of $70 million one year from the date the
         Plan becomes effective and certain conditions are met;
         and

     (2) five additional payments of:

         $35 million,
         $50 million,
         $35 million,
         $50 million and
         $50 million,

         respectively, on each of the five subsequent
         anniversaries of the first payment, the final payment
         of which is subject to reduction based on the
         application of credits under certain circumstances.

PPG Industries, Inc. owns the other 50% of the capital stock of
PCC.

                    About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

Judge Thomas Agresti handles the bankruptcy case.  Reed Smith LLP
serves as counsel and Deloitte & Touche LLP as accountants to the
Debtor.

The U.S. Trustee appointed a Committee of Unsecured Trade Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to the
Committee of Unsecured Trade Creditors, and Pascarella & Wiker,
LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.
The Asbestos Committee is presently represented by Douglas A.
Campbell, Esq., and Philip E. Milch, Esq., at Campbell & Levine,
LLC; and Peter Van N. Lockwood, Esq., Leslie M. Kelleher, Esq., and
Jeffrey A. Liesemer, Esq., at Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic & Scott
LLP as his counsel, Young Conaway Stargatt & Taylor, LLP, as his
special counsel, and Analysis, Research and Planning Corporation as
his claims consultant.  The FCR is presently represented by Joel M.
Helmrich, Esq., at Dinsmore & Shohl LLP; and James L. Patton, Jr.,
Esq., Edwin J. Harron, Esq., and Sara Beth A.R. Kohut, Esq., at
Young Conaway Stargatt & Taylor, LLP.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when It
denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning, which
is a joint venture between Corning Inc. and PPG Industries Inc.,
filed another amendment to its reorganization plan.

PCC's balance sheet at Sept. 30, 2012, showed $29.4 billion in
total assets, $7.52 billion in total liabilities and $21.9 billion
in total equity.


PLENARY PROPERTIES: S&P Affirms 'BB' Subordinated Debt Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its CreditWatch
Placement on Plenary Properties NDC GP's (NDC or ProjectCo) senior
secured debt rating of 'BBB+' to positive from developing.  At the
same time Standard & Poor's affirmed its 'BB' subordinated debt
rating on NDC and removed it from CreditWatch with developing
implications, where it was placed June 19, 2015.  The outlook on
the subordinated debt rating is stable.

"The CreditWatch revision follows a similar revision to Johnson
Controls Inc.," said Standard & Poor's credit analyst Yousaf
Siddique. Johnson Controls Inc. (JCI) provides a parental guarantee
to the project service provider, Johnson Controls L.P. (JCLP),
which we believe is irreplaceable at the current ratings to the
project.

S&P resolved the CreditWatch placement on the subordinated debt
because any JCI upgrade would not affect the ratings on the
subordinated debt.  The subordinated operations phase SACP of 'bb'
caps the debt rating at 'BB'.

The CreditWatch positive placement on JCI followed the announcement
that the company will merge with Tyco International PLC, a global
fire and security solutions provider.  The CreditWatch placement
reflects Standard & Poor's expectation that the combined entity
will create a more comprehensive global provider of building
products and services in the area of controls; heating,
ventilation, and air conditioning; energy storage; fire protection;
and security.

JCLP is responsible for facilities maintenance and lifecycle
services, along with any performance-related deductions, under a
fixed-price service contract to NDC.  Given the tightly sculpted
cash flows and low liquidity during operations, S&P considers JCLP
as irreplaceable.  As a result, the ratings on the company's
guarantor, JCI, affects those on the project.

NDC is a special-purpose vehicle that the Ontario government
mandated in 2008 to design, construct, finance, and operate a data
center for the Ministry of Government Services.

The CreditWatch positive placement reflects that there is at least
a 50% probability that S&P could raise the ratings on NDC's senior
debt once the merger between JCI and Tyco is complete, because S&P
expects the combined entity to have a stronger business risk
profile than indicated by its current stand-alone operations.  S&P
expects to resolve the CreditWatch placement after it evaluates the
combined entity's business risk and financial risk profile, and
management's financial policies and capital structure.  The company
expects the transaction, which is subject to customary closing
conditions and regulatory approvals, to close by Sept. 30, 2016.


PROSPECT HOLDING: Moody's Lowers CFR to Caa2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Prospect Holding Company,
LLC's corporate family and senior unsecured ratings to Caa2 from
B2.  The outlook is stable.

                         RATINGS RATIONALE

The downgrade follows Prospect's announcement of a tender offer to
repurchase two third of its senior unsecured notes at a discount of
almost 40%.  Moody's views this transaction as a distressed
exchange, which is a default under Moody's definitions.

Prospect's leverage and interest expense should decline and its
earnings should improve as a result of the transaction, depending
upon the amount of notes actually tendered and repurchased, which
is uncertain and reflected in the company's Caa2 corporate family
rating and stable outlook.

Prospect's ratings could be upgraded if the company successfully
consummates the tender offer, meaningfully reducing the company's
leverage and interest expenses.  The ratings could be downgraded if
its financial performance does not improve post tender offer.

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


PUERTO DEL REY: Court Sides with Marina PDR in Ex-Worker's Suit
---------------------------------------------------------------
Judge Jose Antonio Fuste of the United States District Court for
the District of Puerto Rico granted Marina PDR Tallyman, LLC's
request to reconsider its previous denial of Marina PDR's motion
for summary judgment, but only to determine whether Marina PDR is a
successor employer of Marina Puerto del Rey.

On April 15, 2014, Esther Caraballo sued Marina PDR, alleging that
Marina PDR committed employment discrimination and wrongful
discharge in violation of Puerto Rico Law No. 80 when it terminated
her employment before the expiration of her ninety-day probationary
period.

Caraballo began working for Marina Puerto del Rey on October 31,
2003.  On May 31, 2013, after the sale of Marina Puerto del Rey to
Marina PDR through bankruptcy proceedings, Caraballo executed an
employment and confidentiality agreement which stated that her
employment with Marina PDR began on May 31, 2013, and that she was
subject to a ninety-day probationary period.

Marina argued that it terminated Caraballo for "just cause" and
that her damages, if any, are limited to the time period during
which she worked for Marina PDR -- that is, from May 31, 2013, to
August 19, 2013.

Judge Fuste found that the damages for any successful claim for
wrongful termination under Law 80 will be limited to the time
Caraballo was employed by Marina PDR, in other words, from May 31,
2013, to August 19, 2013.  The judge explained that the plain
language of the Order Confirming Sale undoubtedly defeats
Caraballo's claim that her time in service with Marina Puerto del
Rey continued on to Marina PDR.  Judge Fuste further explained that
Caraballo's signed employment contract, which acknowledged that she
was a new employee of Marina PDR as of May 31, 2013, cured any
remaining concerns as to whether the time in grade of Marina Puerto
del Rey's employees remained with them after its sale to Marina
PDR.

The case is ESTHER M. CARABALLO-CECILIO, Plaintiff, v. MARINA PDR
TALLYMAN, LLC, Defendant, Civil No. 3:14-CV-01454 (JAF) (D.P.R.).

A full-text copy of Judge Fuste's January 29, 2016 order is
available at http://is.gd/7FUy1Ufrom Leagle.com.

Esther M. Caraballo-Cecilio is represented by:

          Jessica A. Figueroa-Arce, Esq.
          Moraima S. Rios-Robles, Esq.
          ARROYO & RIOS LAW OFFICES, P.S.C.
          Maramar Plaza
          101 San Patricio Ave.
          Guaynabo PR 00968
          Email: jfigueroa@arroyorioslaw.com
                 mrios@arroyorioslaw.com

Marina PDR Tallyman, LLC is represented by:

          Roberto Abesada-Aguet, Esq.
          CORREA ACEVEDO & ABESADA LAW OFFICES, PSC
          Centro Internacional De Mercado
          Torre II, 90 Carr. Suite 407
          Guaynabo, PR 00968
          Tel: (787)273-8300

            -- and --

          Jaime E. Pico-Rodriguez, Esq.
          Carlos R. Paula, Esq.
          LABOR COUNSELS LLC
          Citibank Towers, Suite 500
          252 Ponce de Leon Avenue
          San Juan, PR 00918
          Tel: (787)758-1400
          Fax: (787)758-1414
          Email: paula@laborcounsels.com
                 
                    About Puerto del Rey

Puerto del Rey, Inc., a/k/a Marina Puerto Del Rey, filed a
petition for Chapter 11 protection (Bankr. D.P.R. Case No.
12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing
$43 million to secured lender First Bank Puerto Rico Inc.  The
22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and
dry storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  In its amended schedules, the
Debtor disclosed $99.9 million in assets and $44.6 million in
liabilities as of the Petition Date.

The Charles A. Cuprill, PSC Law Offices, in San Juan, Puerto Rico,
represents the Debtor as counsel.

Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA 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-LA constitutes an offer or solicitation to buy
or sell any security of any kind.  It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.

Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication.  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.

Submissions about insolvency-related conferences are encouraged.
Send announcements to conferences@bankrupt.com



PYKKONEN CAPITAL: Files Chapter 11 to Avoid Foreclosure
-------------------------------------------------------
Gabrielle Porter, writing for Clear Creek Courant, reported that
Nora Pykkonen, the owner of Echo Mountain Resort, has filed for
Chapter 11 bankruptcy in a move she said will help her restructure
debt but shouldn't immediately affect operations.  

"I only filed (for bankruptcy) since my secured lender was
threatening to start foreclosure on my house and the ski area
. . .," Ms. Pykkonen wrote in an e-mail to Clear Creek Courant,
adding that she has paid the lender about $300,000 in interest over
the past three years.

"We are currently operating in the black and working through all of
our possible options," she added.

The secured creditor, she said, provided about $1 million in
financing.  She did not name that secured creditor.

The report says Pykkonen is scheduled to appear before U.S.
Bankruptcy Judge Joseph Rosania Jr. on March 15 to answer questions
about the company's assets and liabilities, reasons for filing
bankruptcy, and her plan for reorganization.

Pykkonen Capital, LLC, dba Echo Mountain Resort and dba Front Range
Ski Club, based in Evergreen, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 16-10897) on February 5, 2016.
The Hon. Joseph G. Rosania Jr. presides over the case.

Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C, serves as the
Debtor's bankruptcy counsel.  

Pykkonen Capital LLC bought the ski area in August 2012 for $1.53
million, according to county records.  In its petition, Pykkonen
Capital estimated $1 million to $10 million in both assets and
liabilities.  

The petition was signed by Nora Pykkonen, manager.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb16-10897.pdf


QUANTUM CORP: FMR LLC Reports 10% Stake as of Feb. 12
-----------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on Feb. 12, 2015, FMR LLC and Abigail P. Johnson
disclosed that they beneficially own 27,162,995 shares of common
stock of Quantum Corporation representing 10.292% of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/6T8jqK

                       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.


QUICKSILVER RESOURCES: Fortress, Mount Kellett No Longer Own Shares
-------------------------------------------------------------------
These entities no longer hold shares of Quicksilver Resources
Inc.'s Common Stock, par value $0.01 per share as of Dec. 31,
2015:

     * Fortress MK Advisors LLC,
     * FIG LLC,
     * Fortress Operating Entity I LP,
     * FIG Corp.,
     * Fortress Investment Group LLC, and
     * Mount Kellett Capital Management LP

This Schedule 13G filing constitutes Amendment No. 1 to the
Schedule 13G on behalf of Fortress MK Advisors LLC, FIG LLC,
Fortress Operating Entity I LP, FIG Corp. and Fortress Investment
Group LLC -- Fortress 13G -- and Amendment No. 3 to the Schedule
13G on behalf of Mount Kellett Capital Management LP -- Mount
Kellett 13G.  This Schedule 13G constitutes an amendment and
restatement of the Fortress 13G and the Mount Kellett 13G in their
entirety.

                  About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of
title 11 of the United States Code in Delaware.  Quicksilver's
Canadian subsidiaries were not included in the chapter 11 filing.

The Company's legal advisors are Akin Gump Strauss Hauer & Feld
LLP
in the U.S. and Bennett Jones in Canada.  Richards Layton &
Finger,
P.A., is legal co-counsel in the Chapter 11 cases.  Houlihan Lokey
Capital, Inc., is serving as financial advisor.  Garden City Group
Inc. is the claims and noticing agent.

The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and total
stockholders' deficit of $1.14 billion.

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

Quicksilver Resources Inc. and its U.S. subsidiaries on January
22, 2016, entered into an Asset Purchase Agreement with BlueStone
Natural Resources II, LLC pursuant to which the Buyer agreed to
purchase substantially all of the Sellers' U.S. oil and gas assets
for a cash purchase price of $245.0 million.

The consummation of the transactions contemplated by the Purchase
Agreement is subject to customary closing conditions, and such
transactions are expected to close on or before March 31, 2016.


RADIOSHACK CORP: G1, Susquehanna No Longer Own Shares
-----------------------------------------------------
G1 Execution Services, LLC and Susquehanna Securities no longer
holds shares of RadioShack Corporation Common Stock, $1 par value
per share, as of December 31, 2015, according to a Schedule 13G
(Amendment No. 1) filed by G1 and Susquehanna with the Securities
and Exchange Commission.

G1 may be reached at:

     Brian Sopinsky, Secretary
     G1 EXECUTION SERVICES, LLC
     440 S. LaSalle Street, Suite 3030
     Chicago, IL  60605

Susquehanna may be reached at:

     Brian Sopinsky, Secretary
     SUSQUEHANNA SECURITIES
     401 E. City Avenue, Suite 220
     Bala Cynwyd, PA 19004

                 About RadioShack Corporation

Headquartered in Fort Worth, Texas, RadioShack is a retailer of
mobile technology products and services, as well as products
related to personal and home technology and power supply needs.
RadioShack's retail network includes more than 4,300
company-operated stores in the United States, 270 company-operated
stores in Mexico, and approximately 1,000 dealer and other outlets
worldwide.

RadioShack Corp. and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing
total assets of $1.2 billion, versus total debt of $1.3 billion.

David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki,
Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M.
Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel.
David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H.
Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel.
Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors'
restructuring advisor.  Maeva Group, LLC, is the Debtors'
turnaround advisor. Lazard Freres & Co. LLC is the Debtors'
investment banker.  A&G Realty Partners is the Debtors' real estate
advisor.  Prime Clerk is the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped Quinn Emanuel
Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan
Lokey Capital, Inc., as financial advisor and investment banker.  

                           *     *     *

After an auction in March 2015, the Debtors sold most of the assets
to General Wireless, Inc., an entity formed by Standard General,
L.P., for $150 million.  The Debtors also sold Mexican assets to
Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the
assumption of debt.  Regal Forest Holding Co. Ltd. bought the
Debtors' intellectual property assets in Latin America for a
purchase price of $5,000,000.

In June 2015, the Debtors changed their name to RS Legacy
Corporation, et al., following the sale of the Company's brand
name and customer data to General Wireless.

The bankruptcy judge on Oct. 2, 2015, issued an order confirming
the first amended joint plan of liquidation of the Debtors.  The
centerpiece of the Plan is the resolution of various disputes
among the Debtors, the Creditors' Committee and the SCP Secured
Parties.

The Plan was declared effective on Oct. 7, 2015.


REX ENERGY: S&P Lowers CCR to CC on Potential Debt Exchange Offer
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Rex Energy Corp. to 'CC' from 'CCC-'.  The outlook is
negative.  S&P also lowered the issue-level rating on the company's
senior unsecured notes to 'C' from 'CC'.  The recovery rating is
'5', indicating S&P's expectation of modest (10% to 30%, high end
of the range) recovery in the event of a default.

"The downgrade follows Rex's announcement that it has launched an
exchange offer to existing holders of its 8.875% and 6.25% senior
unsecured notes for shares of common equity and a new issue of 10%
senior secured second-lien notes due 2020," said Standard & Poor's
credit analyst Aaron McLean.

The outlook is negative.  Once the transaction has closed, S&P
expects to lower the corporate credit rating to 'SD' (selective
default) and the issue-level rating on the unsecured notes to 'D'.
S&P would then review the ratings based on the new capital
structure and considers 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.


SALON MEDIA: Incurs $251,000 Net Loss in Third Quarter
------------------------------------------------------
Salon Media Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $251,000 on $1.95 million of net revenue for the three months
ended Dec. 31, 2015, compared to a net loss of $803,000 on $1.47
million of net revenue for the same period in 2014.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $1.39 million on $5.32 million of net revenue compared to a
net loss of $2.88 million on $3.74 million of net revenue for the
nine months ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $2.08 million in total assets,
$9.83 million in total liabilities and a total stockholders'
deficit of $7.75 million.

"Our increased ad revenue speaks to how our continued investments
in engaging new formats ranging from editorial video to our bespoke
custom advertising solutions are being realized," said Salon Media
Group CEO Cynthia Jeffers.  "Coupling this with our enhanced mobile
delivery of Salon's fearless journalism strengthens our
relationship with both readers and brand advertisers."

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

                     http://is.gd/o7nMfj

                       About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

Salon Media reported a net loss of $3.9 million on $4.9 million of
net revenues for the year ended March 31, 2015, compared to a net
loss of $2.2 million on $6 million of net revenues for the year
ended March 31, 2014.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2015, citing that the
Company has suffered recurring losses and negative cash flows from
operations and has an accumulated deficit of $122.6 million as of
March 31, 2015.  These conditions raise substantial doubt about its
ability to continue as a going concern.


SAPPHIRE DEVELOPMENT: Dismissal of Bankruptcy Case Affirmed
-----------------------------------------------------------
Judge Michael P. Shea of the United States District Court for the
District of Connecticut affirmed the bankruptcy court's order
granting the motion to dismiss Sapphire Development, LLC's
bankruptcy case.

Robert McKay moved to dismiss Sapphire's Chapter 11 bankruptcy for
"cause" under Section 1112(b)(1) of the Bankruptcy Code, arguing
that it was filed in bad faith.  Sapphire had filed for bankruptcy
one business day before the start of trial in a state court lawsuit
that sought to void the transfer to it of real estate, thus
effectively staying the state court action.

On appeal, Judge Shea held that the said court's dismissal for
"cause" was supported by evidence that Sapphire's bankruptcy filing
was a tactical litigation maneuver that would further no purpose of
the bankruptcy laws.  Judge Shea found that Sapphire had no need to
file for bankruptcy to reorganize or secure a "fresh start" as a
business because it conducted no business and had done nothing of
significance in recent years other than hold the property on which
its principal resides.  The judge found only one explanation for
Sapphire's bankruptcy filing: a trial in the state court action was
about to begin in which the plaintiff sought a finding that
Sapphire's principal, rather than Sapphire itself, actually owned
the real estate.

The case is Sapphire Development, LLC & Hudson City Savings Bank,
No. Appellants, No. v. Robert J. McKay, Appellee, Nos. 3:15-cv-1570
(MPS), 3:15-cv-1097 (MPS) (D. Conn.).

A full-text copy of the Judge Shea's February 1, 2016 opinion and
order is available at http://is.gd/3bV0hcfrom Leagle.com.

Hudson City Savings Bank is represented by:

          David K. Fiveson, Esq.
          BUTLER, FITZGERALD, FIVESON & MCCARTHY
          9 E 45th St
          New York, NY 10017
          Tel: (212) 615-2200
          Fax: (212) 615-2215
          E-mail: dfiveson@bffmlaw.com

Robert McKay is represented by:

          James R. Fogarty, Esq.
          FOGARTY COHEN SELBY & NEMIROFF, LLC
          1700 East Putnam Avenue, Suite 406
          Old Greenwich, CT 06870
          Tel: 203-661-1000
          Fax: 203-629-7300

Sapphire Development, LLC is represented by:

          Randolph E. White, Esq.
          David Y. Wolnerman, Esq.
          WHITE & WOLNERMAN, PLLC
          950 Third Avenue, 11th Floor
          New York, NY 10022
          Tel: (212) 308-0667
          Fax: (212) 308-7090
          E-mail: rwhite@wwlawgroup.com
                  dwolnerman@wwlawgroup.com

            -- and --

          Ellery E. Plotkin, Esq.
          LAW OFFICES OF ELLERY E. PLOTKIN

Stuart Longman is represented by:

          Gary S. Klein, Esq.
          CARMODY TORRANCE SANDAK & HENNESSEY LLP
          707 Summer Street, Suite 300
          Stamford, CT 06901
          Tel: 203.252.2696
          Fax: 203.325.8608
          E-mail: gklein@carmodylaw.com


SEAPORT AIRLINES: Files Chapter 11 Petition
-------------------------------------------
SeaPort Airlines, Inc. filed a voluntary petition for Chapter 11
reorganization in the U.S. Bankruptcy Court for the District of
Oregon on Feb. 5.

After much consideration, the Board of Directors of the
Oregon-based airline has determined that reorganization is the best
path forward for SeaPort Airlines, allowing the company to achieve
long-term viability while maintaining its ability to provide air
service to customers and communities. The announcement comes after
the airline took a number of necessary steps to reduce its route
network as a result of a national pilot shortage.

Normal, day-to-day operations will not be interrupted by the
filing. During the Chapter 11 process, SeaPort Airlines will
continue to provide safe and reliable service without interruption
to the destinations it currently serves.

More specifically, SeaPort Airlines expects to continue to:

     -- Provide employee wages, healthcare coverage, PTO, and
        travel benefits without interruption;

     -- Pay vendors for goods and services received during the
        reorganization process;

     -- Operate a full schedule of flights;

     -- Honor existing tickets and reservations and provide
        refunds and exchanges per our contract of carriage; and

     -- Maintain interline agreements with Alaska Airlines and
        Hawaiian Airlines.

The company also announced that Rob McKinney has resigned as
president and CEO. SeaPort's executive vice president, Timothy
Sieber, is now president of the company. Tim joined the company in
July 2011 and has over 25 years of experience in the airline
industry.

"The difficult decision to file for bankruptcy protection was
necessary to preserve the future of our airline. I am confident we
will come out the other side of reorganization with a financially
stronger airline in a better position to handle the challenges of
the industry and provide the quality service our customers,
employees and partners deserve," said Tim Sieber, president of
SeaPort Airlines.

Under court supervision, SeaPort will propose a Plan of
Reorganization that will allow the company to emerge a strong and
viable airline positioned to meet the challenges not only of the
pilot shortage, but of the highly competitive airline industry.

"Our customers are first and foremost our top priority as we work
towards our goals of building a better, more sustainable airline.
We're moving forward, one flight at a time, by focusing on
delivering on our core promise to each customer of getting them to
their destination safely and on-time." said Sieber.

Portland, Oregon-based SeaPort Airlines, Inc. -- fdba Wings of
Alaska and fka Alaska Juneau Aeronautics, Inc. -- filed for Chapter
11 protection (Bankr. D. Ore. Case No. 16-30406) on February 5,
2016.  The Hon. Randall L. Dunn presides over the case.

Douglas R Ricks, Esq., and Robert J Vanden Bos, Esq. at Vanden Bos
& Chapman, LLP, serve as counsel to the Debtor.

In its petition, SeaPort estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Timothy F.
Sieber, president.  A list of its 20 largest unsecured creditors is
available at http://bankrupt.com/misc/orb16-30406.pdf


SHERIDAN FUND I: S&P Raises LT ICRs to CCC-, Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services, on Feb. 8, 2016, said it raised
its long-term issuer credit ratings on Sheridan Production Partners
I-A, Sheridan Investment Partners I, and Sheridan Production
Partners I-M to 'CCC-' from 'SD'.  The outlook is negative.  At the
same time, S&P affirmed its issue ratings on the term loans at 'D'.
The ratings on the revolving credit facilities remain at 'CCC+'
and continue to be on CreditWatch with negative implications.

"The upgrade reflects our updated view following Sheridan Fund I's
below-market prepayments," said Standard & Poor's credit analyst
Trevor Martin.  On Feb. 2, 2016, S&P downgraded the fund to 'SD' as
a result of the transactions.  Although the fund is still out of
compliance with its asset coverage ratio (it has six months from
the reassessment of the borrowing base to regain compliance), the
prepayment brought the company within $25 million of the required
$1.0 billion.

According to S&P's criteria, it viewed the below-par repayment as
distressed and, hence, a de facto restructuring and default on the
company's obligations.  S&P is raising the issuer credit rating to
'CCC-' based on its forward-looking opinion, which indicates that
S&P believes further restructurings are likely in the next six
months.  For the same reason the ratings on the first-lien senior
secured term loans will remain at 'D' until S&P believes that the
prospect of additional prepayments is remote.

The negative outlook reflects S&P's view that further reductions in
the borrowing base are likely to strain what S&P already perceives
to be a "weak" liquidity position.  S&P also believes that
additional below-par prepayments are likely in the next six months.
S&P is unlikely to revise the outlook to stable unless oil and gas
prices show growth and stability.


SHERIDAN FUND II: S&P Raises LT ICRs to 'CCC-', Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services, on Feb. 8, 2016, said it raised
its long-term issuer credit ratings on Sheridan Production Partners
II-A, Sheridan Investment Partners II, and Sheridan Production
Partners II-M (collectively referred to as "Sheridan Fund II") to
'CCC-' from 'SD'.  The outlook is negative.  At the same time, S&P
affirmed its issue ratings on the term loans at 'D'.  The ratings
on the revolving credit facilities remain at 'CCC' and continue to
be on CreditWatch with negative implications.

The upgrade reflects S&P's updated view following Sheridan Fund
II's below-market prepayments.  On Feb. 2, 2016, S&P downgraded the
fund to 'SD' as a result of the transactions.  Although the fund is
still out of compliance with its asset coverage ratio (it has six
months from the reassessment of the borrowing base to regain
compliance), the prepayment brought the company within
$51 million of the required $1.2 billion.

According to S&P's criteria, it viewed the below-par prepayment as
distressed and, hence, a de facto restructuring and default on the
company's obligations.  "We are raising the issuer credit rating to
'CCC-' based on our forward-looking opinion, which indicates that
we believe further restructurings are likely in the next six
months," said Standard & Poor's credit analyst Trevor Martin.  For
the same reason the ratings on the first-lien senior secured term
loans will remain at 'D' until S&P believes that the prospect of
additional prepayments is remote.

The negative outlook reflects S&P's view that further reductions in
the borrowing base are likely to strain what S&P already perceives
to be a "weak" liquidity position.  S&P also believes that
additional below-par prepayments are likely in the next six months.
S&P is unlikely to revise the outlook to stable unless oil and gas
prices show growth and stability.



SHERIDAN I: Moody's Changes PDR to Caa3-PD/LD
---------------------------------------------
Moody's Investors Service changed each of Sheridan Investment
Partners I, LLC's (SIP I), Sheridan Production Partners I-A, L.P.'s
(Fund I-A) and Sheridan Production Partners I-M, L.P.'s (Fund I-M),
(collectively Sheridan I) Probability of Default Ratings (PDR) to
Caa3-PD/LD from Caa3-PD.  Concurrently, Moody's affirmed Sheridan
I's Caa3 Corporate Family Ratings (CFR) and Caa3 senior secured
term loans ratings at SIP I, Fund I-A and Fund I-M. The rating
outlook remains negative.

On Nov. 25, 2015, Sheridan I amended its senior secured term loan
credit facilities to introduce a process for lenders to voluntarily
tender their loans for prepayment.  Post this transaction, through
Feb. 1, 2016, Sheridan I prepaid $130 million principal amount of
the term loans at a steep discount to the par value.

Moody's considers Sheridan I's prepayment of term loans at a
discount as a distressed exchange, which is an event of default
under Moody's definition of default.  As noted above, Moody's
appended the Caa3-PD PDR with a "/LD" designation indicating
limited default.  The "/LD" designation will be removed three
business days hereafter.

A list of rating actions are:

Changes:

Issuer: Sheridan Investment Partners I, LLC

  Probability of Default Rating, Changed to Caa3-PD/LD from Caa3-
   PD

Issuer: Sheridan Production Partners I-A, LP

  Probability of Default Rating, Changed to Caa3-PD/LD from Caa3-
   PD

Issuer: Sheridan Production Partners I-M, LP

  Probability of Default Rating, Changed to Caa3-PD/LD from Caa3-
   PD

Affirmations:

Issuer: Sheridan Investment Partners I, LLC

  Corporate Family Rating, Affirmed Caa3
  Senior Secured Term Loan, Affirmed Caa3 (LGD4)

Issuer: Sheridan Production Partners I-A, LP

  Corporate Family Rating, Affirmed Caa3
  Senior Secured Term Loan, Affirmed Caa3 (LGD4)

Issuer: Sheridan Production Partners I-M, LP

  Corporate Family Rating, Affirmed Caa3
  Senior Secured Term Loan, Affirmed Caa3 (LGD4)

Outlook Actions:

Issuer: Sheridan Investment Partners I, LLC

  Outlook remains Negative

Issuer: Sheridan Production Partners I-A, LP

  Outlook remains Negative

Issuer: Sheridan Production Partners I-M, LP

  Outlook remains Negative

SIP I, Fund I-A, Fund I-B, and Fund I-M are a related group of
private investment companies created to acquire and exploit mature
producing oil and gas properties in the United States.


SHERSON GROUP: Court Approves Final Report, Closes Chapter 15 Case
------------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York (i) approved the final report of Richter
Advisory Group Inc., in its capacity as court-appointed foreign
representative of Sherson Group, Inc.; and (ii) closed the Chapter
15 case of the Debtor.

Michael B. Schaedle, Esq., at Blank Rome LLP submitted a
certificate of no objection to the final report.

On Dec. 17, 2015, the foreign representative submitted that the
Chapter 15 case has been fully administered because there were no
outstanding motions, contested matters or adversary proceedings.
Therefore, the requirements of Section 350(a) of the Bankruptcy
Code have been met.  

The Foreign Representative is represented by:

         Michael B. Schaedle, Esq.
         Rick Antonoff, Esq.
         Gregory F. Vizza, Esq.
         BLANK ROME LLP
         405 Lexington Avenue
         New York, NY 10174
         Tel: (212) 885-5000
         Fax: (212) 885-5001
         Email: Schaedle@BlankRome.com
                RAntonoff@BlankRome.com
                Vizza@BlankRome.com

                    About Sherson Group, Inc.

Sherson Group Inc., distributor of the Nine West footwear in 48
retail locations, filed a Chapter 15 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 15-11765) on July 6, 2015, in Manhattan, to seek
recognition of its Canadian proceedings.

The U.S. case is assigned to Judge Sean H. Lane.  Michael B.
Schaedle, Esq., at Blank Rome LLP, in Philadelphia, serves as U.S.
counsel to the Debtor.

Aird & Berlis has been retained by Sherson Group to represent the
Company as its primary counsel in its Canadian proceeding under
the
Canadian Bankruptcy & Insolvency Act, R.S.C., 1985, c. B-3.

Richter Advisory Group Inc. was selected by the Company as
trustee.
Richter, as foreign representative, signed the Chapter 15
petition.

Sherson Group is one of Canada's premier distributors and
retailers
of footwear and accessories.  Its fashion portfolio features names
such as Nine West, Bandolino, Enzo Angiolini, Anne Klein, Easy
Spirit, Adrienne Vittadini, Adrianna Papell, Taryn Rose, Flogg,
Charles David, Circa Joan and David, and Mootsies Tootsies.

The Company's primary brand is Nine West and distribution occurs
primarily through its 48 retail locations in Canada (although a
substantial percentage of sales occur through wholesale and
E-commerce channels).  It employs in excess of 600 workers
throughout Canada.

The Company was established in 1984 as Sherson Marketing Inc.,
which later became Sherson Marketing Corp. and, subsequently
amalgamated with another entity to become Sherson Group.  It is
organized under the laws of the Province of Ontario with a
registered address 1446 Don Mills Road, Suite 100, Toronto,
Ontario, Canada.


SOUTHERN MARINE: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Involuntary Chapter 11 Petitions were filed on February 12, 2016,
against these entities:

     Alleged Debtors                          Case No.
     ---------------                          --------
     DJWV2, LLC                               16-30062
     1415 4th Avenue
     Huntington, WV 25717

     Southern Marine Services                 16-30063
     Limited Liability Company
     1316 Porter Road
     Catlettsburg, KY 41129

     Southern Marine Terminal, LLC            16-30064  
     1316 Porter Road
     Catlettsburg, KY 41129

Court: United States Bankruptcy Court
       Southern District of West Virginia (Huntington)

Judge: Frank W. Volk

Petitioner's Counsel: Kirk B Burkley, Esq.
                      BERNSTAINE-BURKLEY, P.C.
                      707 Grant St, Ste 2200
                      Pittsburgh, PA 15219
                      Tel: 412-456-8108
                      Fax: 412-456-8289
                      Email: kburkley@bernsteinlaw.com

   Petitioner                  Nature of Claim  Claim Amount
   ----------                  ---------------  ------------
Peoples Bank, N.A.              Loan/Guaranty    $12,464,140
138 Putnam St.
Marietta, OH 45750


STEPHEN D. MCCORMICK: 8th Cir. Dismisses Appeal from Atty Fee Order
-------------------------------------------------------------------
The United States Court of Appeals for the Eight Circuit dismissed,
for lack of jurisdiction, the appeal filed by Stephen and Karen
McCormick from the ruling of the Eight Circuit Bankruptcy Appellate
Panel, which held that Starion Financial is entitled to recover the
attorney's fees it incurred while collecting on its secured debt in
the course of the McCormick's bankruptcy proceedings.

The BAP had reversed the ruling of the bankruptcy court and
remanded to the latter for further proceedings to determine the
reasonableness and the timeliness of Starion Financial's fee
request.

On appeal, the Eight Circuit held that because the resolution of
the timeliness and reasonableness of the fee application affect the
merits of the dispute over the fee request, the BAP's remand order
leaves the bankruptcy court tasks, which are likely to "generate a
new appeal or to affect the issue that the disappointed party wants
to raise on appeal."

The appeals case is Starion Financial, Appellee, v. Stephen D.
McCormick; Karen A. McCormick, Appellants, No. 15-1160 (8th Cir.),
relating to In re: Stephen D. McCormick, also known as Steve D.
McCormick; Karen A. McCormick Debtors.

A full-text copy of the Eight Circuit's February 1, 2016 opinion is
available at http://is.gd/7Cfqtnfrom Leagle.com.


SUNDEVIL POWER: Gets Commitment for $45-Mil. DIP Facility
---------------------------------------------------------
Sundevil Power Holdings, LLC and SPH Holdco LLC seek the Bankruptcy
Court's authority to enter into a debtor-in-possession facility
with CLMG Corp., as administrative agent and as collateral agent,
and the lenders led by Beal Bank USA.

The Debtors said they were able to reach an agreement with Beal
Bank, their prepetition lender, on the terms of a postpetition
financing arrangement that addresses their liquidity needs during
the proposed sale process, allowing the Debtors to continue to
operate their businesses, pay insurance premiums, perform necessary
maintenance on their power blocks, and otherwise fund the
administrative costs of these Chapter 11 cases.

The Lenders have agreed to provide the Debtors $45 million, of
which $7.5 million will be available on an interim basis pending
entry of the Final Order.

The Eurodollar Rate Loans will will accrue interest at the
Eurodollar Rate, plus 7.50% per annum.  Base Rate Loans will accrue
interest at the Base Rate, plus 6.50% per annum.  During an Event
of Default, interest will accrue on Base Rate Loans at the rate
equal to the Base Rate, plus 8.50% per annum, and on Eurodollar
Rate loans at the Eurodollar Rate, plus 9.50% per annum.

The term of the DIP Facility will commence on the date of entry of
the Interim Order and, prior to the entry of the Final Order, end
on the earlier of (i) the date that is 35 days after the Petition
Date, (ii) June 30, 2016, (iii) the termination of the DIP Facility
by the DIP Lenders as a result of an Event of Default which is
continuing, (iv) the closing of a 363 sale of substantially all of
the Debtors' assets, and (v) the Interim
Order ceasing to be in full force and effect for any reason.

The Debtors propose to grant to the DIP Agent for the benefit of
the DIP Lenders and the other secured parties under the DIP Loan
Documents a superpriority administrative claim and first priority
priming liens on and security interests in all assets and property
of the Debtors.

The Debtors also obtained permission from the Prepetition Lender to
use cash collateral, subject to the Court's approval.

                        About Sundevil Power

Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016.  The petitions were signed by
Blake M. Carlson as authorized signatory.

The Debtors estimated assets in the range of $100 million to $500
million and liabilities of at least $100 million.  

The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.

Judge Kevin J. Carey is assigned to the case.


SUNDEVIL POWER: Hires Garden City as Claims and Noticing Agent
--------------------------------------------------------------
Sundevil Power Holdings, LLC and SPH Holdco LLC are seeking
authority from the U.S. Bankruptcy Court for the District of
Delaware to appoint Garden City Group, LLC as their claims and
noticing agent to, among other things, (a) distribute required
notices to parties-in-interest, (b) receive, maintain, docket, and
otherwise administer the proofs of claim filed in these Chapter 11
cases; and (c) as necessary, provide other administrative services
that would fall within the purview of services to be provided by
the Office of the Clerk of the Bankruptcy Court.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there may be in excess of 200
entities to be noticed, many of which are expected to file proofs
of claim.  The Debtors said they seek to employ GCG to, among other
things, relieve the Court and the Clerk's Office of administrative
burdens given the number of creditors and other parties in interest
involved in these chapter 11 cases.

GCG's hourly billing rates are:
    
     Title                                Standard Hourly Rates
     -----                                ---------------------
   Administrative, Mailroom and                  $45-$55
   Claims Control

   Project Administrators                        $70-$85

   Project Supervisors                          $95-$110

   Graphic Support & Technology Staff           $100-$200

   Project Managers and Senior Project          $125-$175
   Managers

   Directors and Asst. Vice Presidents          $200-$295

   Vice Presidents and above                       $295

In addition to the compensation, the Debtors have agreed to
reimburse GCG for all out-of-pocket expenses.

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

Prior to the Petition Date, the Debtors provided GCG a retainer in
the amount of $25,000.  On Feb. 9, 2016, the Debtors provided GCG
with a retainer replenishment in the amount of $5,000.  GCG seeks
to apply the retainer to all prepetition invoices and thereafter
hold the retainer under the Engagement Agreement during these
Chapter 11 cases as security for the payment of postpetition fees
and expenses incurred under the Engagement Agreement.

The Debtors have agreed to indemnify, defend, and hold harmless GCG
and its directors, officers, employees, affiliates, and agents
under certain circumstances specified in the Engagement Agreement,
except in circumstances resulting solely from GCG's gross
negligence, fraud, or willful misconduct.

GCG represented that it is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code with respect to
the matters upon which it is engaged.

                       About Sundevil Power

Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016.  The petitions were signed by
Blake M. Carlson as authorized signatory.

The Debtors estimated assets in the range of $100 million to $500
million and liabilities of at least $100 million.  

The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.

Judge Kevin J. Carey is assigned to the case.


SUNDEVIL POWER: Proposes April 11, 2016 as General Claims Bar Date
------------------------------------------------------------------
Sundevil Power Holdings, LLC and SPH Holdco LLC request that the
U.S. Bankruptcy Court for the District of Delaware Court establish:
(a) the deadline for holders of prepetition claims to file proofs
of claim and proofs of interest as April 11, 2016, at 5:00 p.m.
(EST), 60 days after the Petition Date; and (b) the deadline for
governmental entities to file proofs of claim as Aug. 11, 2016, at
5:00 p.m. (EST), which is more than 180 days of the Petition Date.

The Debtors propose that any entity holding an interest, which
interest is based exclusively upon the ownership of: (a) a
membership interest in a limited liability company; (b) common or
preferred stock in a corporation; or (c) warrants or rights to
purchase, sell or subscribe to such a security or interest, need
not file a proof of interest on or before the General Bar Date;
provided, however, Interest Holders who want to assert claims
against the Debtors that arise out of or relate to the ownership or
purchase of an Interest, including claims arising out of or
relating to the sale, issuance or distribution of the Interest,
must file a claim by the applicable Bar Dates.

The Debtors propose that entities that fail to properly file a
Proof of Claim Form by the applicable Bar Date be forever barred,
estopped and enjoined from: (a) asserting any prepetition claim
against the Debtors that such entity may possess and that (i) is in
an amount that exceeds the amount, if any, that is identified in
the Schedules on behalf of such entity as undisputed,
noncontingent, and liquidated or (ii) is of a different nature,
classification or priority than any claim identified in the
Schedules on behalf of such entity; and (b) voting upon, or
receiving distributions under, any Chapter 11 plan in these cases
in respect of an Unscheduled Claim.

All entities asserting claims against both Debtors must file a
separate form with respect to each Debtor and identify on each form
the particular Debtor against which those entities assert their
respective claims.

The Debtors intend to publish notice of the Bar Dates in the Wall
Street Journal and certain additional local publications as may be
deemed appropriate as a means to provide notice of the Bar Dates to
unknown potential claimants.

                     About Sundevil Power

Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016.  The petitions were signed by
Blake M. Carlson as authorized signatory.

The Debtors estimated assets in the range of $100 million to $500
million and liabilities of at least $100 million.  

The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.

Judge Kevin J. Carey is assigned to the case.


SUNDEVIL POWER: Seeks 16-Day Extension to File Schedules
--------------------------------------------------------
Sundevil Power Holdings, LLC and SPH Holdco LLC ask the Bankruptcy
Court to extend their 14-day deadline to file schedules of assets
and liabilities for an additional 16 days.

"Due to the Debtors limited resources and their prepetition focus
on preparing for a smooth transition into chapter 11, the Debtors
have not yet had a sufficient opportunity to complete the
preparation of the Schedules and Statements and do not anticipate
having the Schedules and Statements ready for filing within the
14-day period prescribed by Bankruptcy Rule 1007(c)," said Steven
K. Kortanek, Esq., at Drinker Biddle & Reath LLP, counsel for the
Debtors.

The Debtors expect that it will take a total of 30 days from the
Petition Date to complete, review, and file the Schedules and
Statements with the Court.

Meanwhile, the Debtors said they will continue to work diligently
to cooperate with ongoing information requests from creditors, the
UST, and other parties-in-interest.

                       About Sundevil Power

Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016.  The petitions were signed by
Blake M. Carlson as authorized signatory.

The Debtors estimated assets in the range of $100 million to $500
million and liabilities of at least $100 million.  

The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.

Judge Kevin J. Carey is assigned to the case.


TAYLOR-WHARTON: $25M DIP Facility Has Final Approval
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
final order authorizing debtors Taylor-Wharton International LLC,
et al., to obtain postpetition financing and use cash collateral.

The Court authorized Taylor-Wharton International LLC,
Taylor-Wharton Cryogenics LLC, Sherwood Valve LLC, TW Express LLC
("Borrowers") to obtain senior secured priming and superpriority
postpetition financing, which consists of a revolving credit
facility for up to $13,250,000 ("DIP Revolver Facility"), including
letter of credit sub-facilities for up to $7,250,000 ("DIP LC
Sub-Facility"), and the Roll Up DIP Loans of $12,000,000.

The amount of the DIP Revolver Facility and the DIP LC Sub-Facility
will be reduced as provided in the DIP Credit Agreement, pursuant
to the terms of (a) the Court's Final Order, (b) the Senior Secured
Priming and Superpriority Credit Agreement dated Oct. 13, 2015
("DIP Credit Agreement") and (c) any and all other Loan Documents,
to:

     (1) fund, among other things, ongoing work capital, general
corporate expenditures and other financing needs of the Debtors;

     (2) provide letters of credit for the account of any of the
Debtors;

     (3) covert to DIP Obligations under the DIP Loan Documents
$12,000,000 of the outstanding principal amount of the respective
portions of the Term Loan A, Term Loan B and Revolving A Loan, held
by DIP Revolving Lenders ratably in accordance with their
respective shares of the DIP Revolver Facility;

     (4) pay certain adequate protection amounts to the Prepetition
First Lien Secured Parties;

     (5) pay certain transaction fees and other costs and expenses
of administration of the Cases; and

     (6) pay fees and expenses and interest owed to the DIP Secured
Parties under the DIP Loan Documents.

Prepetition, the Debtors entered into a First Lien Credit Agreement
with financial institutions party thereto as "Lenders" and Antares
Capital LP, as administrative agent and collateral agent
("Prepetition First Lien Secured Parties").  As of the Petition
Date, the Borrowers owed the Prepetition First Lien Secured Parties
an aggregate principal amount of not less than $7,604,839 with
respect to the Letters of Obligations and not less than $4,452,737
with respect to Revolving A Loan, $29,384,686 with respect to Term
Loan A, $11,137,467 with respect to Term Loan B and $16,886,122
with respect to Term Loan C, plus all accrued and accruing and
unpaid interest thereon and any additional fees, expenses, and
other amounts due under the Prepetition First Lien Loan Documents.


Prepetition, the Debtors also entered into the a Second Lien Note
Facility with other parties thereto that are designated as a
"Credit Party", financial institutions party thereto as
"Purchasers" and General Electric Capital Corporation, as
administrative agent and collateral agent ("Prepetition Second Lien
Secured Parties").   As of the Petition Date, the Borrowers owed
the Prepetition Second Lien Secured Parties an aggregate principal
amount of not less than $39,523,000, plus accrued and unpaid
interest and any additional fees, expenses and other amounts due.

A copy of the Final DIP Financing Order is available for free at:

http://bankrupt.com/misc/Taylor-Wharton_168_Final_DIP_Ord.pdf

An interim hearing on the Debtors' Motion was held Oct. 13 and a
final hearing was held Oct. 28.

The Court authorized the Debtors to obtain postpetition financing
and use Cash Collateral despite the lengthy objection submitted the
Official Committee of Unsecured Creditors.

Judge Shannon entered a separate order approving a Stipulation
executed by the Creditors Committee, the Prepetition First Lien
Agent and Prepetition Second Lien Collateral Agent, extending the
Committee Challenge Deadline from Dec. 23, 2015 through Jan. 25,
2016.

The Creditors Committee is represented by:

          Mary E. Seymour, Esq.
          Wojceiech F. Jung, Esq.
          Cassandra Porter, Esq.
          LOWENSTEIN SANDLER LLP
          65 Livingston Avenue
          Roseland, NJ 07068
          Telephone: (973)597-2500
          Facsimile: (973)597-2400
          E-mail: mseymour@lowenstein.com
                  wjung@lowenstein.com
                  cporter@lowenstein.com

                - and -

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

Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
are represented by:

          J. Cory Falgowski, Esq.
          REED SMITH LLP
          1201 Market Street, Suite 1500
          Wilmington, DE 19801
          Telephone: (302)778-7500
          Facsimile: (302)778-7575
          E-mail: jfalgowski@reedsmith.com

                - and -

          Paul M. Singer, Esq.
          REED SMITH LLP
          225 Fifth Avenue, Suite 1200
          Pittsburgh, PA 15222
          Telephone: (412)288-3131
          Facsimile: (412)288-3063
          E-mail: psinger@reedsmith.com

                - and -

          Derek J. Baker, Esq.
          1717 Arch Street, Suite 3100
          Philadelphia, PA 19103
          Telephone: (215)851-8100
          Facsimile: (215)851-1420
          Email: dbaker@reedsmith.com

Antares Capital LP is represented by:

          Mark D. Collins, Esq.
          Amanda R. Steele, Esq.
          RICHARDS LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Telephone: (302)651-7700
          Facsimile: (302)651-7701
          E-mail: collins@rlf.com
                 steele@rlf.com

                - and -

          Richard A. Levy, Esq.
          Christopher Harris, Esq.
          Matthew L. Warren, Esq.
          Emily R. Goebel, Esq.
          LATHAM & WATKINS LLP
          330 North Wabash Avenue, Suite 2800
          Chicago, IL 60611
          Telephone: (312)876-7700
          Facsimile: (312)993-9767
          E-mail: richard.levy@lw.com
                  christopher.harris@lw.com
                  matthew.warren@lw.com

                       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.


TAYLOR-WHARTON: Domestic Assets Sold to Worthington for $33.3MM
---------------------------------------------------------------
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
in November won approval from the Bankruptcy Court to sell
substantially all their domestic assets, including its CryoScience
business, to a unit of Worthington Industries, Inc.

Pursuant to the Asset Purchase Agreement, Worthington has agreed to
purchase the Debtors' domestic assets for $33,250,000 subject to
post-closing adjustments.

The Debtors filed the sale and bidding procedures motion on Oct. 7,
2015.  On Oct. 29, the Court approved the bidding procedures, which
set a Nov. 11 deadline for initial bids.  An auction was held on
Nov. 16.  The Debtors selected Worthington Cylinder Corp. as
successful bidder.  The sale hearing was held Nov. 20.

Haier Medical and Laboratory Products USA, Inc., as stalking horse
bidder, was under contract to purchase the assets, absent higher
and better offers.  Haier Medical is entitled to a break-up fee of
$875,000.

Cryogenics is a 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.

A copy of the Sale Order filed Nov. 23, 2015, is available for free
at:

  http://bankrupt.com/misc/Taylor-Wharton_267_CryoSc_Sale_Ord.pdf

A copy of the final APA signed with Worthington is available at:

  
http://bankrupt.com/misc/Taylor-Wharton_254_Worthington_APA_1.pdf

                    Administrative Insolvency

In documents filed prior to the sale hearing, the Official
Committee of Unsecured Creditors pointed out that the sale
consideration provided by Worthington for the U.S. assets is not
sufficient to pay off the Debtors' prepetition secured lenders.
The Committee is concerned that the Worthington sale, and any
budgetary modifications that the secured lenders may impose as a
result, will render the estates administratively insolvent.  In
connection with an order approving the Worthington sale, the
Committee asserts that the Court should require a showing by the
Debtors that the bankruptcy estates are solvent, and that the
Debtors have adequate funds to cover all currently accrued and
accruing (not only the budgeted) priority and administrative
gexpense claims.  In addition, the Committee pointed out that given
that the non-U.S. assets appear to be the only tangible assets left
for the estates (excluding estate causes of action and other
claims), the Debtors should clarify their proposed course of action
with respect to the Foreign Assets and these Chapter 11 Cases in
general.

Antares Capital LP, in its capacity as administrative agent and
collateral agent under the DIP Facility and the Prepetition First
Lien Credit Agreement, responded to the Committee's filings by
pointing out that the Final DIP Order contains provisions
specifically negotiated with the Committee that fully address their
wholly speculative and groundless concern about the future
administrative solvency of the Debtors. For example, the Approved
Budget attached to the Final DIP Order has a line item that
provides for the payment of all Section 503(b)(9) claims (up to a
very generous limit (to which the Committee agreed) that exceeds
any reasonable estimate of that category of administrative claims).
The Final DIP Order also sets forth a procedure for the parties'
negotiation of a Supplemental Approved Budget that will replace the
current Approved Budget once the closing of the Worthington sale
occurs.  Post-closing, the Debtors’ operational expenses will be
dramatically reduced, as the Debtors will no longer have any
operating businesses or even any tangible assets other than the
very modest amounts of non-CryoScience inventory and receivables
that will be monetized in short order, and as a result, there will
be little, if any, wind-down expenses. Moreover, the bulk of such
operational wind-down expenses should be funded by the payments
under the transition services agreement to be entered into with
Worthington at closing.

Antares Capital relates that as for the Foreign Assets, the costs
of the sale process will be almost entirely borne by the foreign
Non-Debtor Affiliates, which retained their own investment banker
prior to the Petition Date.  In short, it is virtually
inconceivable that there are any administrative expenses that the
Debtors may incur in the future that would not be covered by any
Supplemental Approved Budget that is agreed upon, and the Committee
certainly has not identified any such administrative expense.

Limited objections to the sale motion were filed by Oracle America,
Inc., Samuel Pressure Vessel Group, and other parties regarding the
assumption of assignment of agreements. The Court ruled that the
objections are moot as none of the agreements are listed on
Schedule 1.1(b) of the Worthington APA as executory contracts to be
assigned to the buyer.

To address a limited objection filed by the ACE Companies, the Sale
Order provides that the transferred assets will not include any
insurance policies and any related agreements issued by ACE.

Counsel to the Official Committee of Unsecured Creditors:

         LOWENSTEIN SANDLER LLP
         Mary E. Seymour, Esq.
         Wojciech F. Jung, Esq.
         Cassandra Porter, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         Telephone: (973-597-2500
         Facsimile: (973) 597-2400

Delaware Counsel to the Official Committee of Unsecured Creditors:

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

Attorneys for the DIP Agent and Prepetition First Lien Agent:

         Mark D. Collins, Esq.
         Amanda Steele, Esq
         RICHARDS LAYTON & FINGER
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Tel: (302) 651-7700
         Fax: (302) 651-7701

             - and -

         Richard A. Levy, Esq.
         Christopher Harris, Esq.
         Matthew L. Warren, Esq.
         Emily R. Goebel, Esq.
         LATHAM & WATKINS LLP
         330 North Wabash Avenue, Suite 2800
         Chicago, IL 60611
         Tel: (312) 876-7700
         Fax: (312) 993-9767

Attorneys for the ACE Companies:
         
         Richard W. Riley, Esq.
         DUANE MORRIS LLP
         222 Delaware Avenue, Suite 1600
         Wilmington, DE 19801-1659
         Telephone: (302) 657-4900
         Facsimile: (302) 657-4901
         E-mail: rwriley@duanemorris.com

             - and -

         Wendy M. Simkulak, Esq.
         30 South 17th Street
         Philadelphia, PA 19103-4196
         Telephone: (215) 979-100
         E-mail: wmsimkulak@duanemorris.com

Attorneys for Oracle America, Inc.:

         MARGOLIS EDELSTEIN
         James E. Huggett, Esq.
         300 Delaware Avenue, Suite 800
         Wilmington, DE 19801
         Telephone: (302) 888-1112
         E-mail: jhuggett@margolisedelstein.com

              - and -

         Amish R. Doshi, Esq.
         MAGNOZZI & KYE, LLP
         23 Green Street, Suite 302
         Huntington, NY 11743
         Telephone: (631) 923-2858
         E-mail: adoshi@magnozzikye.com

              - and -

         Shawn M. Christianson, Esq.
         Valerie Bantner Peo, Esq.
         BUCHALTER NEMER P.C.
         333 Market Street, 25th Floor
         San Francisco, CA 94105-2126
         Telephone: (415) 227-0900

              - and -

         Deborah Miller, Esq.
         Michael Czulada, Esq.
         ORACLE AMERICA, INC.
         500 Oracle Parkway
         Redwood City, CA 94065
         Telephone: (650) 506-5200
         
                      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 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.


TAYLOR-WHARTON: Files Rule 2015.3 Report for Endurium, TWC
----------------------------------------------------------
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed a report as of Oct. 7, 2015, on the value, operations and
profitability of entities in which the estates hold a substantial
or controlling interest, as required by Bankruptcy Rule 2015.3.
The report covers foreign subsidiaries Endurium Holding Company and
TWC Australia Pty Ltd.

Endurium Holding is a Cyprian entity owned by Taylor-Wharton
Cryogenics LLC.  Endurium had $55.2 million in assets and $48.5
million in liabilities as of Oct. Oct. 7, 2015.  It had net income
of $183,000 of net sales of $41.7 million for the period ending
Oct. 7, 2015.

TWC Australia is an Australian entity owned by Taylor-Wharton
Cryogenics.  The Debtor had total assets of $1.11 million and total
liabilities of $639,000 as of Oct. 7, 2015.  The company had a loss
of $75,000 on net sales of $1.64 million for the period ending Oct.
7, 2015.

A copy of the Rule 2015.3 Report is available for free at:

   http://bankrupt.com/misc/Taylor-Wharton_226_2015.3_Report.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.


TECK RESOURCES: S&P Lowers CCR to 'B+', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and issue-level ratings on Canada-based globally diversified
mining company Teck Resources Ltd. to 'B+' from 'BB'. The outlook
is negative.

At the same time, Standard & Poor's lowered its issue-level rating
on the company's senior unsecured notes to 'B+' from 'BB'.  The '3'
recovery rating on this debt, which corresponds with meaningful
(50%-70%, at the upper half of the range) recovery in our simulated
default scenario, is unchanged.

"The downgrade on Teck primarily follows the significant downward
revision to our price assumptions for the core commodities produced
by the company, and corresponding reduction in our estimate of its
prospective earnings and cash flow," said Standard & Poor's credit
analyst Jarrett Bilous.

The negative outlook primarily reflects the potential that
depressed market conditions in Teck's core commodity segments,
which include metallurgical coal, copper, and zinc, will persist or
weaken further in 2016 and into 2017 and result in
higher-than-expected leverage, heightened free cash flow deficits,
and liquidity concerns.


TERA GROUP: Auction of Assets Moved to March 3
----------------------------------------------
The sale of collateral of Tera Group Inc., 110 Wall Street, 4th
Floor in New York, New York, have been postponed as follows:

   Sale  - Thursday, March 3, 2016 at 9:00 a.m. ET
   Place - Foley & Lardner LLP
           90 Park Avenue
           New York, NY 10016

Interested bidders should contact J. Small of Foley & Lardner LLP
at msmall@foley.com if you have questions about the bidding.

As reported by the Troubled Company Reporter on Jan. 26, 2016,
LeoGroup Private Debt Facility LP is seeking to sell all of the
assets of Tera Group to the highest qualified bidder by public sale
in accordance with 6 Del. 9-610.  The sale was initially set for
Feb. 11, 2016.

The TCR said qualified bidders must wire a deposit of $25,000 along
with a proof of financial wherewithal sufficient to subsequently
wire transfer in immediately available funds in U.S. Dollars the
amount of any successful bid on the date of the sale.  The deposit
is refundable.  The deposit of the winning bidder will be applied
to the purchase price.


THERAPEUTICSMD INC: FMR LLC Reports 14.9% Stake as of Dec. 31
-------------------------------------------------------------
FMR LLC and Abigail P. Johnson disclosed in an amended Schedule 13G
filed with the Securities and Exchange Commission on Feb. 12, 2016,
that they beneficially own 26,677,206 shares of common stock of
TherapeutisMD, Inc., representing 14.999 percent of the shares
outstanding.  A copy of the regulatory filing is available for free
at http://is.gd/U1o3lT

                      About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $54.2 million on $15.02
million of net revenues for the year ended Dec. 31, 2014, compared
with a net loss of $28.4 million on $8.77 million of net revenues
for the year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $90.5 million in total
assets, $12.9 million in total liabilities and $77.6 million in
total stockholders' equity.


THERAPEUTICSMD INC: T. Rowe Price Holds 5.8% Stake as of Dec. 31
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, T. Rowe Price Associates, Inc. disclosed that as of
Dec. 31, 2015, it beneficially owns 10,443,954 shares of common
stock of TherapeuticsMD, Inc., representing 5.8 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/C7JpAU

                      About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $54.2 million on $15.02
million of net revenues for the year ended Dec. 31, 2014, compared
with a net loss of $28.4 million on $8.77 million of net revenues
for the year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $90.5 million in total
assets, $12.9 million in total liabilities and $77.6 million in
total stockholders' equity.


TRANS ENERGY: Clarence Smith Reports 9.8% Stake as of Dec. 31
-------------------------------------------------------------
Clarence E. Smith disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that for calendar year 2015 he
beneficially owned 1,483,797 shares of common stock of Trans
Energy, Inc., representing 9.8 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                       http://is.gd/Ej15Wb

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $12.5 million on $27.2 million
of total operating revenues for the year ended Dec. 31, 2014,
compared with a net loss of $17.7 million on $18.4 million of total
operating revenues for the year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $101 million in total
assets, $129 million in total liabilities, and a $28 million total
stockholders' deficit.


TRANSCONTINENTAL REFRIG: Pres. Properly Adjudicated as Ch 7 Debtor
------------------------------------------------------------------
Judge A. Richard Caputo of the United States District Court for the
Middle District of Pennsylvania affirmed the bankruptcy court's
order granting summary judgment in favor of Navistar Financial
Corporation and Navistar Leasing Company and denied the motion
filed by Stephen P. Hrobuchak, Jr., to stay the bankruptcy
proceedings.

Judge Caputo also denied Transcontinental Refrigerated Lines,
Inc.'s motion to lift the stay as moot.

On October 30, 2008, a default judgment was entered against
Hrobuchak in favor of Navistar in the District Court of the Middle
District of Pennsylvania.  Currently, Navistar holds two judgments
against Hrobuchak together totaling $7,642,521.15.

On May 1, 2014, Navistar filed a Chapter 7 Involuntary Bankruptcy
Petition in the Bankruptcy Court of the Middle District of
Pennsylvania against Hrobuchak.  On October 23, 2014, the
bankruptcy court granted Navistar's motion for summary judgment and
adjudicated Hrobuchak as a Chapter 7 Debtor pursuant to 11 U.S.C.
Section 303.  Hrobuchak sought reconsideration and filed a motion
for stay which the bankruptcy court both denied.

Hrobuchak appealed from the bankruptcy court's order.  In addition
to his appeal, Hrobuchak also filed with the district court a
motion to stay the bankruptcy case and the order of the bankruptcy
court.  TRL, by Lawrence V. Young, acting in his capacity as a
liquidating agent, filed a motion for relief from the automatic
stay and a corresponding motion for an expedited hearing.

Judge Caputo agreed with the bankruptcy court's decision that
Hrobuchak was not entitled to judgment as a matter of law because
Navistar complied with the rules when filing the Involuntary
Petition without three creditors and Hrobuchak was properly
adjudicated a Chapter 7 Debtor.  Judge Caputo also found that the
joinder of Orix Financial Services, Incorporated corrected any
potential deficiency and that there was no evidence of bad faith on
the part of Navistar in filing the involuntary petition.

As to Hrobuchak's motion to stay, Judge Caputo did not find that
Hrobuchak has presented a showing sufficient for entry of a stay on
his behalf.  The judge also lifted the automatic stay previously
issued in the case.

The case is STEPHEN P. HROBUCHAK, Jr., Appellant, v. NAVISTAR
FINANCIAL CORPORATION and NAVISTAR LEASING COMPANY, Chapter 7,
Appellees, Civil Action No. 3:15-CV-777, Bankruptcy No.
5:14-bk-02098-JJT (M.D. Pa.).

A full-text copy of Judge Caputo's January 27, 2016 memorandum is
available at http://is.gd/vLgHyhfrom Leagle.com.

Stephen P. Hrobuchak, Jr. is represented by:

          Robert P. Sheils, III, Esq.
          SHEILS LAW ASSOCIATES, P.C.
          108 North Abington Rd.
          Clarks Summit, PA 18411
          Tel: (570)587-2600
          Fax: (570)585-0313
          Email: rsheilsIII@sheilslaw.com

Transcontinental Refrigerated Lines, Inc., by Lawrence V. Young,
Liquidating Agent, is represented by:

          Lawrence V. Young, Esq.
          CGA LAW FIRM
          135 North George Street
          York, PA 17401
          Tel: (717)848-4900
          Fax: (717)843-9039
          Email: lyoung@cgalaw.com

Navistar Financial Corporation and Navistar Leasing Company are
represented by:

          Beth L Slaby, Esq.
          Kyle P Kickert, Esq.
          CLARK HILL PLC
          One Oxford Centre
          301 Grant St, 14th Floor
          Pittsburgh, PA 15219
          Tel: (412)394-7711
          Fax: (412)394-2555
          Email: bslaby@clarkhill.com

            -- and --

          William Kent Carter, Esq.
          CLARK HILL PLC
          150 N. Michigan Ave, Suite 2700
          Chicago, IL 60601
          Tel: (312)985-5900
          Fax: (312)985-5999
          Email: wcarter@clarkhill.com

John J. Martin, Trustee, is represented by:

          John J. Martin, Esq.
          LAW OFFICES OF JOHN J. MARTIN
          1022 Court Street
          Honesdale, PA 18431
          Tel: (570)253-6899

US Trustee, Trustee, is represented by:

          Anne K. Fiorenza, Esq.
          OFFICE OF THE UNITED STATES TRUSTEE
          228 Walnut Street, Suite 1190
          Harrisburg, PA 17101
          Tel: (717)221-4515
          Fax: (717)221-4554

Transcontinental Refrigerated Lines, Inc., sought chapter 11
protection (Bankr. M.D. Pa. Case No. 08-50578) in 2008.  Lawrence
V. Young, Esq., serves as the Liquidating Agent for the Debtor's
Estate.  Mr. Young is represented by Brent Diefenderfer, Esq., at
CGA Law Firm, in York, Pennsylvania.


UNITED AMERICA: Owner Loses Summary Judgment Bid in Tax Suit
------------------------------------------------------------
Judge Norman K. Moon of the United States District Court for the
Western District of Virginia, Lynchburg Division, granted in part
and denied in part the motion for summary judgment filed by the
United States of America and denied William Wallis' motion for
summary judgment.

The Government sued Wallis pursuant to 26 U.S.C. Section 6672 for
failing to pay trust fund taxes for three closely held companies
that he allegedly owned and operated: United America Holdings,
Inc., Boss Management Group, Inc., and Nitti Family Enterprises,
Inc. ("Planet Pizza").  The Government also sought to impose
personal income tax liability on Wallis for taxable years 1998,
1999, 2000 and 2002.

Judge Moon found that the trust fund recovery penalties and the
personal income tax assessments were not time-barred.  The judge
held that the Government timely filed suit after certain events
tolled the limitation periods.

Judge Moon also found that the Internal Revenue Service (the
"Service") had given proper notice under 26 U.S.C. Section
6672(b)(1) by sending notice to the Wallis' "last known address."
Judge Moon then held that there is no evidence that the Service's
Section 6020(b) estimates were "utterly without foundation," while
ample proof links Wallis to the tax-generating activity of the
companies.

Finally, Judge Moon concluded that the evidence proves that Wallis
was a responsible person who willfully failed to pay taxes for
United and Boss.  However, the judge found that evidence is not as
strong for Planet Pizza.  Thus, Judge Moon held that there is a
genuine dispute of material fact whether Wallis is a "responsible
person" for Planet Pizza during the relevant timeframe.

Judge Moon also granted the Government's motion as it concerns
personal income tax liability.  Wallis' motion for summary judgment
was denied.

The case is UNITED STATES OF AMERICA, Plaintiff, v. WILLIAM WALLIS,
Defendant, Civil No. 6:14-CV-00005 (W.D. Va.).

A full-text copy of Judge Moon's February 1, 2016 memorandum
opinion is available at http://is.gd/CITwCIfrom Leagle.com.

United States of America is represented by:

          Gerald Alan Role, Esq.
          U.S. DEPARTMENT OF JUSTICE

William L. Wallis is represented by:

          Gary Michael Bowman, Esq.
          GARY MICHAEL BOWMAN
          Colonial Office Center
          2728 Colonial Ave, Ste. 100
          Roanoke VA 24015
          Tel: (540)343-1173
          Fax: (540)345-7473
          Email: gary@garymbowman.com


VANGUARD NATURAL: Moody's Changes PDR to 'B3-PD/LD'
---------------------------------------------------
Moody's Investors Service changed Vanguard Natural Resources, LLC's
Probability of Default Rating to B3-PD/LD from B3-PD.  The
company's ratings remain on review for downgrade, including the B3
Corporate Family Rating, B3-PD/LD Probability of Default Rating and
the Caa2 rating on its senior unsecured notes.  The Speculative
Grade Liquidity Rating remains SGL-4.

"Vanguard's debt exchange reduced overall debt a modest 9% and
extended the maturity, but the company remains highly levered,"
commented James Wilkins, a Moody's Vice President-Senior Analyst.

                          RATINGS RATIONALE

Moody's considers Vanguard's retirement of $168 million of existing
senior unsecured notes due 2020 in exchange for $75.6 million of
new second lien notes due 2023 (which closed on February 10th) as a
distressed exchange, which is an event of default under Moody's
definition of default.  Moody's has appended the PDR with an "/LD"
designation indicating a limited default, which will be removed
after three business days.

The ongoing ratings review will consider the weak industry
fundamentals that has pressured oil and gas producers' cash flows,
as well as focus on Vanguard's operations, ability to generate free
cash flow, financial position and liquidity.  Oil prices have
deteriorated substantially in 2016 and have reached nominal price
lows not seen in more than a decade.  Similarly, natural gas prices
are also depressed as North American production levels remain
high.

Vanguard Natural Resources, LLC is an independent exploration and
production company headquartered in Houston, Texas.

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011.


VERMILLION INC: Adopts Restructuring Plan to Streamline Operations
------------------------------------------------------------------
Vermillion, Inc., disclosed in a Form 8-K filed with the Securities
and Exchange Commission that it adopted a restructuring plan to
streamline its organization.  With approximately $24 million in
cash as of Sept. 30, 2015, the Company is restructuring headcount
and other expenses targeting an approximately 20% reduction in
operating expenses in 2016, as compared to operating expenses in
2015.

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-11091) on March 30, 2009.  Vermillion's legal
advisor in connection with its successful reorganization efforts
wass Paul, Hastings, Janofsky & Walker LLP.  Vermillion emerged
from bankruptcy in January 2010.  The Plan called for the Company
to pay all claims in full and equity holders to retain control of
the Company.

Vermillion reported a net loss of $19.2 million in 2014, a net loss
of $8.81 million in 2013 and a net loss of $7.14 million in 2012.

As of Sept. 30, 2015, the Company had $25.38 million in total
assets, $3.27 million in total liabilities and $22.11 million in
total stockholders' equity.


VERMILLION INC: Terminates Laura Miller as SVP - Sales
------------------------------------------------------
Vermillion, Inc., terminated Laura Miller as senior vice president,
sales and customer experience, effective Feb. 19, 2016, as part of
recent changes in the sales organization of the Company, according
to a Form 8-K report filed with the Securities and Exchange
Commission.

Ms. Miller's termination was "without cause" and was not the result
of any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.

                       About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 09-11091) on March 30, 2009.  Vermillion's legal
advisor in connection with its successful reorganization efforts
wass Paul, Hastings, Janofsky & Walker LLP.  Vermillion emerged
from bankruptcy in January 2010.  The Plan called for the Company
to pay all claims in full and equity holders to retain control of
the Company.

Vermillion reported a net loss of $19.2 million in 2014, a net loss
of $8.81 million in 2013 and a net loss of $7.14 million in 2012.

As of Sept. 30, 2015, the Company had $25.38 million in total
assets, $3.27 million in total liabilities and $22.11 million in
total stockholders' equity.


VISUALANT INC: AWM Investment Holds 9.2% Stake as of Dec. 31
------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, AWM Investment Company, Inc. disclosed that as of
Dec. 31, 2015, it beneficially owns 106,005 shares of common stock
of Visualant, Inc. representing 9.2 percent of the shares
outstanding.  

AWM is the investment adviser to Special Situations Technology
Fund, L.P. and Special Situations Technology Fund II, L.P.  As
the investment adviser to the Funds, AWM holds sole voting and
investment power over 15,867 shares of Common Stock of the Issuer
and 4,760,000 Warrants to purchase Shares held by TECH and
90,138 and 27,040,000 Warrants to purchase Shares held by TECH II.
Austin W. Marxe, David M. Greenhouse and Adam C. Stettner
previously reported the Shares held by the Funds on Schedule 13G.


A copy of the regulatory filing is available for free at:

                       http://is.gd/4EU71S

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.63 million on $6.29 million of
revenue for the year ended Sept. 30, 2015, compared to a net loss
of $1.01 million on $7.98 million of revenue for the year ended
Sept. 30, 2014.

As of Sept. 30, 2015, the Company had $2.46 million in total
assets, $7.83 million in total liabilities, all current, and a
$5.37 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Sept. 30, 2015, citing that Company has sustained a
net loss from operations and has an accumulated deficit since
inception.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


WALTER ENERGY: Entered Into $50,000,000 DIP Facility from Citibank
------------------------------------------------------------------
Walter Energy, Inc., as borrower, entered into a Senior Secured
Superpriority Debtor-in Possession Credit Agreement dated February
8, 2016, with:

     -- each of its domestic subsidiaries, as guarantors,
     -- the lenders from time to time party thereto, and
     -- Citibank, N.A., as administrative agent and escrow agent
        for the lenders and collateral agent for the secured
        creditors.

The DIP Credit Agreement provides for a new debtor-in-possession
credit facility under Section 364 of the Bankruptcy Code, in an
aggregate principal amount not to exceed $50,000,000.

The Debtors will use the proceeds of the DIP Credit Agreement for
working capital and general corporate purposes, including the
payment of certain prepetition amounts and expenses in connection
with the administration of the Chapter 11 Cases, subject to the
terms and conditions of the DIP Credit Agreement and the Final DIP
Order (as defined in the DIP Credit Agreement).

The stated maturity of the DIP Credit Agreement is February 29,
2016, but is subject to extension and certain automatic extensions
set forth therein relating to the closing of the Company’s
proposed Bankruptcy Code Section 363 sale pursuant to the Asset
Purchase Agreement (as defined in the DIP Credit Agreement).

Borrowings under the DIP Credit Agreement will bear interest at a
rate equal to 12% per annum payable in cash upon termination of the
facility.  Upon closing the Company paid:

     -- an upfront fee of $3,750,000, which represents 7.5% of
        the aggregate commitment under the facility, and

     -- a put option premium of 7.5% of the backstop commitment
        provided by certain Lenders under the facility.

The Company will also pay a drawdown fee of 2.5% of amounts
withdrawn.

The obligations under the DIP Credit Agreements constitute, subject
to carve-outs for certain fees and expenses, superpriority
administrative expense claims in the Chapter 11 Cases, secured by
senior priming perfected first priority security interests and
liens on all present and after acquired property of the Debtors,
which security interests and liens are subject only to the
carve-out and certain other permitted priority and approved liens
specified in the Final DIP Order.

The DIP Credit Agreement provides that the Debtors must comply with
operating and capital expenditure budgets approved by the lenders
set forth therein.  The DIP Credit Agreement also contains certain
covenants which, among other things, and subject to certain
exceptions, restrict the Debtors’ ability to incur additional
debt or liens, pay dividends, repurchase its limited liability
company interests, prepay certain other indebtedness, sell,
transfer, lease, or dispose of assets, and make investments in or
merge with another company.

If the Debtors were to violate any of the covenants under the DIP
Credit Agreement and were unable to obtain a waiver, it would be
considered a default. If the Debtors were in default under the DIP
Credit Agreement, no additional borrowings thereunder would be
available until the default was waived or cured, and all
obligations would become immediately due and payable. The DIP
Credit Agreement provides for customary events of default,
including a cross-event of default provision in respect of
post-petition or unstayed indebtedness in excess of $500,000.

The DIP Agent is represented by:

     Joseph Smolinsky, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, NY 10153
     Fax: (212) 310-8007
     E-mail: joseph.smolinsky@weil.com

The Commitment Parties are represented by:

     Ira Dizengoff, Esq.
     Kristine Manoukian, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     One Bryant Park
     New York, NY 10036

          - and -

     James Savin, Esq.
     AKIN GUMP STRAUSS HAUER & FELD LLP
     1333 New Hampshire Avenue, N.W.
     Washington, DC 20036

A copy of the Senior Secured Superpriority Debtor-in-Possession
Credit Agreement, dated February 8, 2016, among Walter Energy,
Inc., as borrower, each domestic subsidiary of Walter Energy, Inc.,
as guarantors, the lenders party thereto, and Citibank, N.A., as
administrative agent, escrow agent and collateral agent, is
available at http://is.gd/XjNDqi

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WALTER ENERGY: G1, Susquehanna Report 0.7% Equity Stake
-------------------------------------------------------
G1 Execution Services, LLC; Susquehanna Fundamental Investments,
LLC; Susquehanna Capital Group; and Susquehanna Securities filed a
Schedule 13G (Amendment No. 1) with the Securities and Exchange
Commission to disclose their ownership of shares of Walter Energy,
Inc. Common Stock, $0.01 par value per share, as of Dec. 31, 2015.

G1 Execution Services, LLC, Susquehanna Capital Group and
Susquehanna Securities are affiliated independent broker-dealers
which, together with Susquehanna Fundamental Investments, LLC, may
be deemed a group.  

Specifically, G1 et al. disclosed that they may be deemed to
beneficially own in the aggregate amount 593,880 shares or roughly
0.7% of the Common Stock.

G1 may be reached at:

     Brian Sopinsky, Secretary
     G1 EXECUTION SERVICES, LLC
     440 S. LaSalle Street, Suite 3030
     Chicago, IL  60605

Susquehanna may be reached at:

     Brian Sopinsky, Secretary
     SUSQUEHANNA SECURITIES
     401 E. City Avenue, Suite 220
     Bala Cynwyd, PA 19004

                      About Walter Energy

Walter Energy -- http://www.walterenergy.com/-- is a publicly
traded "pure-play" metallurgical coal producer for the global steel
industry with strategic access to steel producers in Europe, Asia
and South America.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,700 employees, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy, Inc., and its affiliates sought Chapter 11
protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham,
Alabama on July 15, 2015, after signing a restructuring support
agreement with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total debt
of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; Blackstone Advisory Services, L.P.,
as investment banker; AlixPartners, LLP, as financial advisor, and
Kurtzman Carson Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders (the "Steering Committee") retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.

Citibank, N.A., the administrative agent and escrow agent under a
$50 million DIP facility entered into in February 2016, is
represented by Joseph Smolinsky, Esq., at Weil, Gotshal & Manges
LLP.  The Commitment Parties are represented by Ira Dizengoff,
Esq., Kristine Manoukian, Esq. and James Savin, Esq., at Akin Gump
Strauss Hauer & Feld LLP.


WESTMORELAND COAL: Boston Partners Holds 7% Stake as of Dec. 31
---------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Boston Partners reported that as of Dec. 31, 2015, it
beneficially owns 1,270,558 shares of common stock of Westmoreland
Coal Co. representing 7.03 percent of the shares outstanding.  A
copy of the regulatory filing is available for free at:

                     http://is.gd/x6Lj8r

                   About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.

As of Sept. 30, 2015, the Company had $1.72 billion in total
assets, $2.21 billion in total liabilities and a $489 million total
deficit.

                            *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the
company's proposed new $300 million First Lien Term Loan, the TCR
reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the company will
be break-even to modestly free cash flow positive over the same
time period.


WET SEAL: Hudson Bay Holds 9.45% of Common Shares
-------------------------------------------------
Hudson Bay Capital Management LP disclosed in its Schedule 13G/A
(Amendment No. 1) filed with the Securities and Exchange Commission
that it may be deemed to beneficially own 8,804,348 shares or
roughly 9.45% of Seal123, Inc. (f/k/a The Wet Seal, Inc.) common
stock as of Dec. 31, 2015.

The shares are issuable upon exercise of warrants, Hudson Bay
said.

Hudson Bay may be reached at:

     Sander Gerber, Esq.
     HUDSON BAY CAPITAL MANAGEMENT LP
     777 Third Avenue, 30th Floor
     New York, NY 10017

                          About Wet Seal

The Wet Seal, Inc., and three affiliates, The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC, filed separate
Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015. The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  The Wet
Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in
liabilities as of the Chapter 11 filing.

The Hon. Christopher S. Sontchi presides over the jointly
administered cases. Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey. The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.

Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, was
advised by Greenberg Traurig LLP, Klehr Harrison Harvey Branzburg
LLP, and KPMG LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors. The Committee retained Pachulski Stang Ziehl & Jones LLP
as its counsel and Province Inc. as its financial advisor.

The Wet Seal, Inc., changed its name to "Seal123, Inc." on April
17, 2015, in accordance with the Asset Purchase Agreement with
Mador Lending, LLC, an affiliate of Versa Capital Management, LLC
as buyer.

On October 30, 2015, the Bankruptcy Court entered an order
confirming the First Amended Joint Plan of Liquidation.  The Plan
was co-proposed by the Debtors and the Creditors Committee.  The
Plan was originally filed with the Bankruptcy Court on August 10,
2015 and subsequently amended on September 8, 2015.  The Plan
became effective on December 31, 2015.


WORCESTER RE INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Worcester RE Investments LLC
        250 Commercial Street, Ste 400
        Worcester, MA 01608

Case No.: 16-40203

Chapter 11 Petition Date: February 12, 2016

Court: United States Bankruptcy Court
       District of Massachusetts (Worcester)

Judge: Hon. Melvin S. Hoffman

Debtor's Counsel: James P. Ehrhard, Esq.
                  EHRHARD & ASSOCIATES, P.C.
                  250 Commercial Street, Suite 410
                  Worcester, MA 01608
                  Tel: 508-791-8411
                  Email: ehrhard@ehrhardlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Felicio Lana, manager.

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


ZLOOP INC: Chapter 11 Plan Proposes Sale of Assets
--------------------------------------------------
Zloop, Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a Joint Chapter 11 Plan of Liquidation and
accompanying disclosure statement, which contemplate the sale of
substantially all of the Debtors's assets, before, on or following
the Effective Date.

Since November of 2015, the Debtors' Chief Restructuring Officer
has been working to ready the Debtors and their assets for Sale as
a going concern in order to maximize value for the Debtors'
Estates.  The Plan is in furtherance of the CRO's Sale process.
The Debtors contemplate that substantially all of their assets
located in Hickory, North Carolina, will be sold under the Plan,
but the CRO, on behalf of the Debtors, reserves the right to file
one or more motions to establish Sale procedures for an auction, to
name a stalking horse and grant a stalking horse standard bidder
protections and to seek the entry of an order approving a Sale
other than the Confirmation Order.

Further, the Plan contemplates that the Estates' Causes of Action
will all be preserved and vest in a Liquidating Trust, except those
that may be the subject of a judgment or release, approved by the
Bankruptcy Court prior to the Effective Date.  The Liquidating
Trustee will continue to investigate the Causes of Action and
prosecute the Estates' Causes of Action.

The Debtors propose the following confirmation schedule:

   March 30, 2016: Disclosure Statement and Solicitation
                   Procedures Motion

   March 30, 2016: Record date for determination of Claim or
                   Interest Holder status

   April 4, 2016:  Date by which service of the Solicitation
                   Packages and notice of the Confirmation Hearing
                   will commence

   April 27, 2016: Deadline for voting on Plan

   April 29, 2016: Deadline for submission of the tabulation
                   report

   May 4, 2016:    Deadline for filing objections to Plan
                   confirmation

   May 13, 2016:   Deadline for filing the Debtors' brief in
                   support of the Plan and consolidated reply to
                   any objections to the Plan

   May 20, 2016: Confirmation Hearing date

A full-text copy of the Disclosure Statement dated Feb. 10, 2016,
is available at http://bankrupt.com/misc/ZLOOPds0210.pdf

The Debtors are represented by Stuart M. Brown, Esq., R. Craig
Martin, Esq., Daniel N. Brogan, Esq., and Kaitlin M. Edelman, Esq.,
at DLA Piper LLP (US), in Wilmington, Delaware.

                        About ZLOOP, Inc.

ZLOOP, Inc., and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015.  

ZLOOP operates a proprietary, state of the art, 100% landfill free
eWaste recycling company headquartered in Hickory, North Carolina.

The Debtors tapped DLA Piper LLP as counsel.

As of the Petition Date, the Debtors' unaudited consolidated
balance sheet reflect total assets of approximately $25 million,
including the land and improvements, but excluding certain
commodity inventories that are the output of eWaste recycling, and
total liabilities of approximately $32 million.

On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter
11 cases appointed Recycling Equipment Inc., E Recycling Systems
LLC and Carolina Metals Group to serve on the official committee
of unsecured creditors.  The committee is represented by Cole
Schotz P.C.


[*] Moody's Takes Actions on $434.8MM Alt-A & Option ARM Loans
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of nine tranches
and downgraded the ratings of 14 tranches from seven transactions,
backed by Alt-A and Option ARM RMBS loans, issued by multiple
issuers.

Complete rating actions are:

Issuer: Citigroup Mortgage Loan Trust, Series 2004-HYB4

  Cl. A-A, Downgraded to Ba2 (sf); previously on May 23, 2013,
   Downgraded to Ba1 (sf)
  Cl. A-X, Downgraded to Ba2 (sf); previously on May 23, 2013,
   Downgraded to Ba1 (sf)

Issuer: CSAB Mortgage-Backed Trust Series 2007-1

  Cl. 1-A-1A, Downgraded to Ca (sf); previously on Nov. 19, 2010,
   Downgraded to Caa3 (sf)
  Cl. 1-A-2, Downgraded to Ca (sf); previously on Nov. 19, 2010,
   Downgraded to Caa3 (sf)
  Cl. 1-A-3A, Downgraded to Ca (sf); previously on Nov. 19, 2010,
   Downgraded to Caa3 (sf)
  Cl. 1-A-6A, Downgraded to Ca (sf); previously on Nov. 19, 2010,
   Downgraded to Caa3 (sf)

Issuer: MASTR Seasoned Securitization Trust 2005-2

  Cl. 5-A-1, Downgraded to Caa1 (sf); previously on April 10,
   2013, Affirmed B2 (sf)

Issuer: Structured Asset Mortgage Investments II Trust 2004-AR8

  Cl. A-1, Downgraded to Baa3 (sf); previously on Aug. 1, 2013,
   Downgraded to Baa1 (sf)
  Cl. A-2A, Downgraded to Baa3 (sf); previously on Aug. 1, 2013,
   Downgraded to Baa1 (sf)
  Cl. A-2B, Downgraded to Baa3 (sf); previously on Aug. 1, 2013,
   Downgraded to Baa1 (sf)
  Cl. M, Downgraded to Ba3 (sf); previously on July 5, 2012,
   Downgraded to Baa3 (sf)
  Cl. X-1, Downgraded to B3 (sf); previously on July 5, 2012,
   Downgraded to B2 (sf)
  Cl. X-2, Downgraded to Baa3 (sf); previously on Aug. 1, 2013,
   Downgraded to Baa1 (sf)
  Cl. B-1, Downgraded to Caa3 (sf); previously on July 5, 2012,
   Downgraded to Caa1 (sf)

Issuer: Structured Asset Securities Corp Trust 2005-7XS

  Cl. 1-A3, Upgraded to Ba1 (sf); previously on June 26, 2014,
   Upgraded to Ba3 (sf)
  Underlying Rating: Upgraded to Ba1 (sf); previously on June 26,
   2014 Upgraded to Ba3 (sf)
  Financial Guarantor: Ambac Assurance Corporation (Segregated
   Account - Unrated)
  Cl. 1-A4A, Upgraded to Baa3 (sf); previously on June 26, 2014,
   Upgraded to Ba2 (sf)
  Underlying Rating: Upgraded to Baa3 (sf); previously on June 26,

   2014 Upgraded to Ba2 (sf)
  Financial Guarantor: Ambac Assurance Corporation (Segregated
   Account - Unrated)
  Cl. 1-A4B, Upgraded to Baa3 (sf); previously on June 26, 2014,
   Upgraded to Ba2 (sf)
  Cl. 2-A1A, Upgraded to B1 (sf); previously on Aug. 27, 2012,
   Upgraded to B3 (sf)
  Cl. 2-A1B, Upgraded to Caa1 (sf); previously on June 26, 2014,
   Upgraded to Caa3 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR1

  Cl. 2A-1B, Upgraded to B3 (sf); previously on June 20, 2014,
   Upgraded to Caa2 (sf)

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR9

  Cl. 1X-PPP, Upgraded to Caa2 (sf); previously on March 13, 2015,

   Upgraded to Caa3 (sf)
  Cl. 2A, Upgraded to B1 (sf); previously on March 13, 2015,
   Upgraded to Caa1 (sf)
  Cl. 2X-PPP, Upgraded to Caa2 (sf); previously on March 13, 2015,

   Upgraded to Caa3 (sf)

                         RATINGS RATIONALE

The rating actions are a result of the recent performance of the
underlying pools and reflect Moody's updated loss expectation on
the pools.  The rating upgrades are a result of the improving
performance of the related pools and an increase in credit
enhancement available to the bonds.  The rating downgrades are due
to the weaker performance of the underlying collateral and the
erosion of enhancement available to the bonds.

The principal methodology used in these ratings was "US RMBS
Surveillance Methodology" published in November 2013.

Factors that would lead to an upgrade or downgrade of the rating:

Ratings in the US RMBS sector remain exposed to the high level of
macroeconomic uncertainty, and in particular the unemployment rate.
The unemployment rate fell to 4.9% in January 2016 from 5.7% in
January 2015.  Moody's forecasts an unemployment central range of
4.5% to 5.5% for the 2016 year.  Deviations from this central
scenario could lead to rating actions in the sector.

House prices are another key driver of US RMBS performance. Moody's
expects house prices to continue to rise in 2016.  Lower increases
than Moody's expects or decreases could lead to negative rating
actions.

Finally, performance of RMBS continues to remain highly dependent
on servicer procedures.  Any change resulting from servicing
transfers or other policy or regulatory change can impact the
performance of these transactions.


[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
                                                   Total
                                                  Share-     
Total
                                     Total      Holders'   
Working
                                    Assets        Equity   
Capital
  Company          Ticker             ($MM)         ($MM)     
($MM)
  -------          ------           ------      --------   
-------
ABSOLUTE SOFTWRE   ABT CN            108.3         (42.6)    
(41.9)
ABSOLUTE SOFTWRE   ALSWF US          108.3         (42.6)    
(41.9)
ADV MICRO DEVICE   AMD* MM         3,109.0        (412.0)    
917.0
ADVENT SOFTWARE    ADVS US           424.8         (50.1)   
(110.8)
AEROJET ROCKETDY   GCY TH          1,957.4        (107.2)     
96.3
AEROJET ROCKETDY   GCY GR          1,957.4        (107.2)     
96.3
AEROJET ROCKETDY   AJRD US         1,957.4        (107.2)     
96.3
AIR CANADA         AC CN          12,755.0         (51.0)    
531.0
AIR CANADA         ACDVF US       12,755.0         (51.0)    
531.0
AIR CANADA         ACEUR EU       12,755.0         (51.0)    
531.0
AIR CANADA         ADH2 TH        12,755.0         (51.0)    
531.0
AIR CANADA         ADH2 GR        12,755.0         (51.0)    
531.0
AK STEEL HLDG      AKS* MM         4,084.4        (599.7)    
763.6
AMER RESTAUR-LP    ICTPU US           33.5          (4.0)     
(6.2)
AMYLIN PHARMACEU   AMLN US         1,998.7         (42.4)    
263.0
ANGIE'S LIST INC   ANGI US           173.2         (19.8)    
(33.1)
ANGIE'S LIST INC   8AL GR            173.2         (19.8)    
(33.1)
ANGIE'S LIST INC   8AL TH            173.2         (19.8)    
(33.1)
ARCH COAL INC      ACIIQ* MM       5,848.0        (605.4)    
824.1
ARIAD PHARM        ARIA SW           576.1         (49.7)    
213.9
ARIAD PHARM        APS GR            576.1         (49.7)    
213.9
ARIAD PHARM        APS TH            576.1         (49.7)    
213.9
ARIAD PHARM        ARIAEUR EU        576.1         (49.7)    
213.9
ARIAD PHARM        ARIA US           576.1         (49.7)    
213.9
ARIAD PHARM        ARIACHF EU        576.1         (49.7)    
213.9
ASPEN TECHNOLOGY   AZPN US           276.4         (22.2)     
(4.4)
ASPEN TECHNOLOGY   AST GR            276.4         (22.2)     
(4.4)
AUTOZONE INC       AZO US          8,217.5      (1,778.1)   
(721.4)
AUTOZONE INC       AZ5 QT          8,217.5      (1,778.1)   
(721.4)
AUTOZONE INC       AZ5 TH          8,217.5      (1,778.1)   
(721.4)
AUTOZONE INC       AZ5 GR          8,217.5      (1,778.1)   
(721.4)
AUTOZONE INC       AZOEUR EU       8,217.5      (1,778.1)   
(721.4)
AVID TECHNOLOGY    AVID US           264.2        (327.6)   
(158.4)
AVID TECHNOLOGY    AVD GR            264.2        (327.6)   
(158.4)
AVINTIV SPECIALT   POLGA US        1,991.4          (3.9)    
322.1
AVON - BDR         AVON34 BZ       3,879.5      (1,056.4)    
146.0
AVON PRODUCTS      AVP* MM         3,879.5      (1,056.4)    
146.0
AVON PRODUCTS      AVP US          3,879.5      (1,056.4)    
146.0
AVON PRODUCTS      AVP CI          3,879.5      (1,056.4)    
146.0
BARRACUDA NETWOR   7BM GR            429.9         (30.5)    
(27.7)
BARRACUDA NETWOR   CUDAEUR EU        429.9         (30.5)    
(27.7)
BARRACUDA NETWOR   CUDA US           429.9         (30.5)    
(27.7)
BENEFITFOCUS INC   BTF GR            172.4          (8.7)     
28.3
BENEFITFOCUS INC   BNFT US           172.4          (8.7)     
28.3
BERRY PLASTICS G   BERY US         7,710.0         (67.0)    
728.0
BERRY PLASTICS G   BP0 GR          7,710.0         (67.0)    
728.0
BLUE BIRD CORP     1291067D US       251.0        (121.5)      
1.5
BLUE BIRD CORP     BLBD US           251.0        (121.5)      
1.5
BLUE BUFFALO PET   B6B GR            479.1          (2.7)    
290.6
BLUE BUFFALO PET   B6B TH            479.1          (2.7)    
290.6
BLUE BUFFALO PET   BUFFEUR EU        479.1          (2.7)    
290.6
BLUE BUFFALO PET   BUFF US           479.1          (2.7)    
290.6
BOMBARDIER INC-B   BBDBN MM       23,863.0      (3,660.0)  
1,076.0
BOMBARDIER-B OLD   BBDYB BB       23,863.0      (3,660.0)  
1,076.0
BOMBARDIER-B W/I   BBD/W CN       23,863.0      (3,660.0)  
1,076.0
BRINKER INTL       EAT US          1,579.9        (164.9)   
(195.1)
BRINKER INTL       BKJ GR          1,579.9        (164.9)   
(195.1)
BUFFALO COAL COR   BUC SJ             54.9         (10.1)     
(4.5)
BURLINGTON STORE   BUI GR          2,805.3        (121.9)    
112.6
BURLINGTON STORE   BURL US         2,805.3        (121.9)    
112.6
CABLEVISION SY-A   CVC US          6,745.7      (4,957.7)     
39.4
CABLEVISION SY-A   CVY TH          6,745.7      (4,957.7)     
39.4
CABLEVISION SY-A   CVY GR          6,745.7      (4,957.7)     
39.4
CABLEVISION SY-A   CVCEUR EU       6,745.7      (4,957.7)     
39.4
CABLEVISION-W/I    8441293Q US     6,745.7      (4,957.7)     
39.4
CABLEVISION-W/I    CVC-W US        6,745.7      (4,957.7)     
39.4
CAMBIUM LEARNING   ABCD US           185.8         (72.7)    
(12.7)
CASELLA WASTE      WA3 GR            660.7         (15.6)      
4.9
CASELLA WASTE      CWST US           660.7         (15.6)      
4.9
CENTENNIAL COMM    CYCL US         1,480.9        (925.9)    
(52.1)
CHARTER COM-A      CKZA TH        39,316.0         (46.0)
(1,627.0)
CHARTER COM-A      CHTR US        39,316.0         (46.0)
(1,627.0)
CHARTER COM-A      CKZA GR        39,316.0         (46.0)
(1,627.0)
CHOICE HOTELS      CZH GR            712.8        (400.6)    
168.4
CHOICE HOTELS      CHH US            712.8        (400.6)    
168.4
CINCINNATI BELL    CBB US          1,460.2        (323.3)    
(38.6)
CLEAR CHANNEL-A    C7C GR          6,133.3        (297.8)    
433.3
CLEAR CHANNEL-A    CCO US          6,133.3        (297.8)    
433.3
CLIFFS NATURAL R   CLF* MM         2,134.5      (1,811.6)    
401.1
COLGATE-BDR        COLG34 BZ      11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CLEUR EU       11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CPA GR         11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CPA QT         11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CL* MM         11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CPA TH         11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CL SW          11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CLCHF EU       11,958.0         (44.0)  
1,152.0
COLGATE-PALMOLIV   CL US          11,958.0         (44.0)  
1,152.0
COMMUNICATION      CSAL US         2,622.8      (1,092.2)       -
COMMUNICATION      8XC GR          2,622.8      (1,092.2)       -
CPI CARD GROUP I   CPB GR            289.3        (207.8)     
55.7
CPI CARD GROUP I   PMTS US           289.3        (207.8)     
55.7
CPI CARD GROUP I   PNT CN            289.3        (207.8)     
55.7
CYAN INC           CYNI US           112.1         (18.4)     
56.9
CYAN INC           YCN GR            112.1         (18.4)     
56.9
DELEK LOGISTICS    DKL US            361.8         (11.7)      
8.2
DELEK LOGISTICS    D6L GR            361.8         (11.7)      
8.2
DENNY'S CORP       DENN US           289.7          (7.5)    
(18.3)
DENNY'S CORP       DE8 GR            289.7          (7.5)    
(18.3)
DIRECTV            DTV US         25,321.0      (3,463.0)  
1,360.0
DIRECTV            DTV CI         25,321.0      (3,463.0)  
1,360.0
DIRECTV            DTVEUR EU      25,321.0      (3,463.0)  
1,360.0
DOMINO'S PIZZA     DPZ US            603.2      (1,255.9)    
125.1
DOMINO'S PIZZA     EZV TH            603.2      (1,255.9)    
125.1
DOMINO'S PIZZA     EZV GR            603.2      (1,255.9)    
125.1
DUN & BRADSTREET   DB5 TH          2,082.4      (1,146.5)    
(96.6)
DUN & BRADSTREET   DNB1EUR EU      2,082.4      (1,146.5)    
(96.6)
DUN & BRADSTREET   DNB US          2,082.4      (1,146.5)    
(96.6)
DUN & BRADSTREET   DB5 GR          2,082.4      (1,146.5)    
(96.6)
DUNKIN' BRANDS G   2DB TH          3,197.1        (220.7)    
139.0
DUNKIN' BRANDS G   DNKN US         3,197.1        (220.7)    
139.0
DUNKIN' BRANDS G   2DB GR          3,197.1        (220.7)    
139.0
DURATA THERAPEUT   DRTX US            82.1         (16.1)     
11.7
DURATA THERAPEUT   DRTXEUR EU         82.1         (16.1)     
11.7
DURATA THERAPEUT   DTA GR             82.1         (16.1)     
11.7
EDGE THERAPEUTIC   EDGE US            58.5         (50.6)     
47.1
EDGE THERAPEUTIC   EU5 GR             58.5         (50.6)     
47.1
EDGEN GROUP INC    EDG US            883.8          (0.8)    
409.2
ENERGIZER HOLDIN   ENR-WEUR EU     1,617.5         (32.5)    
639.3
ENERGIZER HOLDIN   EGG GR          1,617.5         (32.5)    
639.3
ENERGIZER HOLDIN   ENR US          1,617.5         (32.5)    
639.3
EOS PETRO INC      EOPT US             1.2         (27.9)    
(29.0)
EPL OIL & GAS IN   EPL US          1,140.6        (388.7)   
(257.6)
EPL OIL & GAS IN   EPA1 GR         1,140.6        (388.7)   
(257.6)
EXELIXIS INC       EXELEUR EU        363.2         (74.2)    
151.4
EXELIXIS INC       EXEL US           363.2         (74.2)    
151.4
EXELIXIS INC       EX9 TH            363.2         (74.2)    
151.4
EXELIXIS INC       EX9 GR            363.2         (74.2)    
151.4
FREESCALE SEMICO   1FS GR          3,159.0      (3,079.0)  
1,264.0
FREESCALE SEMICO   FSLEUR EU       3,159.0      (3,079.0)  
1,264.0
FREESCALE SEMICO   1FS QT          3,159.0      (3,079.0)  
1,264.0
FREESCALE SEMICO   FSL US          3,159.0      (3,079.0)  
1,264.0
FREESCALE SEMICO   1FS TH          3,159.0      (3,079.0)  
1,264.0
GAMING AND LEISU   GLPI US         2,516.1        (236.6)    
(98.2)
GAMING AND LEISU   2GL GR          2,516.1        (236.6)    
(98.2)
GARDA WRLD -CL A   GW CN           1,828.2        (378.3)    
124.2
GARTNER INC        GGRA GR         2,091.5        (159.6)   
(173.7)
GARTNER INC        IT US           2,091.5        (159.6)   
(173.7)
GARTNER INC        IT* MM          2,091.5        (159.6)   
(173.7)
GCP APPLIED TECH   43G GR            961.6        (224.1)    
217.6
GCP APPLIED TECH   GCP US            961.6        (224.1)    
217.6
GENTIVA HEALTH     GTIV US         1,225.2        (285.2)    
130.0
GENTIVA HEALTH     GHT GR          1,225.2        (285.2)    
130.0
GLG PARTNERS INC   GLG US            400.0        (285.6)    
156.9
GLG PARTNERS-UTS   GLG/U US          400.0        (285.6)    
156.9
GOLD RESERVE INC   GDRZF US           15.0         (32.3)    
(42.5)
GOLD RESERVE INC   GRZ CN             15.0         (32.3)    
(42.5)
GRAHAM PACKAGING   GRM US          2,947.5        (520.8)    
298.5
GYMBOREE CORP/TH   GYMB US         1,242.0        (386.5)     
30.8
H&R BLOCK INC      HRB US          2,289.9         (27.2)    
160.2
H&R BLOCK INC      HRBEUR EU       2,289.9         (27.2)    
160.2
H&R BLOCK INC      HRB GR          2,289.9         (27.2)    
160.2
H&R BLOCK INC      HRB TH          2,289.9         (27.2)    
160.2
HCA HOLDINGS INC   2BH TH         32,744.0      (6,046.0)  
3,716.0
HCA HOLDINGS INC   2BH GR         32,744.0      (6,046.0)  
3,716.0
HCA HOLDINGS INC   HCAEUR EU      32,744.0      (6,046.0)  
3,716.0
HCA HOLDINGS INC   HCA US         32,744.0      (6,046.0)  
3,716.0
HD SUPPLY HOLDIN   5HD GR          5,486.0        (126.0)  
1,101.0
HD SUPPLY HOLDIN   HDS US          5,486.0        (126.0)  
1,101.0
HECKMANN CORP-U    HEK/U US          582.6          (4.9)     
50.0
HERBALIFE LTD      HOO GR          2,421.5        (130.7)    
461.6
HERBALIFE LTD      HLFEUR EU       2,421.5        (130.7)    
461.6
HERBALIFE LTD      HLF US          2,421.5        (130.7)    
461.6
HOVNANIAN-A-WI     HOV-W US        2,602.3        (128.1)  
1,612.1
HUGHES TELEMATIC   HUTCU US          110.2        (101.6)   
(113.8)
IDEXX LABS         IDXX US         1,475.0         (84.0)    
(35.1)
IDEXX LABS         IX1 TH          1,475.0         (84.0)    
(35.1)
IDEXX LABS         IX1 GR          1,475.0         (84.0)    
(35.1)
IMMUNOGEN INC      IMU TH            251.6         (16.7)    
179.3
IMMUNOGEN INC      IMU GR            251.6         (16.7)    
179.3
IMMUNOGEN INC      IMGN US           251.6         (16.7)    
179.3
INFOR US INC       LWSN US         6,778.1        (460.0)   
(305.9)
INNOVIVA INC       INVA US           424.1        (342.6)    
201.7
INNOVIVA INC       HVE GR            424.1        (342.6)    
201.7
INSTRUCTURE INC    1IN GR             64.2         (15.3)    
(15.5)
INSTRUCTURE INC    INST US            64.2         (15.3)    
(15.5)
INTERNATIONAL WI   ITWG US           345.4          (9.7)     
99.8
INVENTIV HEALTH    VTIV US         2,205.7        (699.2)    
112.4
IPCS INC           IPCS US           559.2         (33.0)     
72.1
ISTA PHARMACEUTI   ISTA US           124.7         (64.8)      
2.2
J CREW GROUP INC   JCG US          1,627.1        (759.0)    
111.7
JUST ENERGY GROU   JE CN           1,274.3        (673.6)    
(97.6)
JUST ENERGY GROU   1JE GR          1,274.3        (673.6)    
(97.6)
JUST ENERGY GROU   JE US           1,274.3        (673.6)    
(97.6)
KEMPHARM INC       KMPH US            61.4          (5.7)     
52.8
KEMPHARM INC       1GD GR             61.4          (5.7)     
52.8
L BRANDS INC       LTD GR          7,969.0        (657.0)  
1,836.0
L BRANDS INC       LTD TH          7,969.0        (657.0)  
1,836.0
L BRANDS INC       LB* MM          7,969.0        (657.0)  
1,836.0
L BRANDS INC       LBEUR EU        7,969.0        (657.0)  
1,836.0
L BRANDS INC       LB US           7,969.0        (657.0)  
1,836.0
LEAP WIRELESS      LWI GR          4,662.9        (125.1)    
346.9
LEAP WIRELESS      LWI TH          4,662.9        (125.1)    
346.9
LEAP WIRELESS      LEAP US         4,662.9        (125.1)    
346.9
LORILLARD INC      LLV GR          4,154.0      (2,134.0)  
1,135.0
LORILLARD INC      LO US           4,154.0      (2,134.0)  
1,135.0
LORILLARD INC      LLV TH          4,154.0      (2,134.0)  
1,135.0
MADISON-A/NEW-WI   MSGN-W US         911.0      (1,213.9)    
103.4
MAJESCOR RESOURC   MJXEUR EU           0.0          (0.1)     
(0.1)
MALIBU BOATS-A     MBUU US           199.9          (1.4)     
13.7
MALIBU BOATS-A     M05 GR            199.9          (1.4)     
13.7
MANNKIND CORP      MNKD IT           278.0        (124.6)   
(196.1)
MARRIOTT INTL-A    MAQ QT          6,153.0      (3,589.0)
(1,786.0)
MARRIOTT INTL-A    MAR US          6,153.0      (3,589.0)
(1,786.0)
MARRIOTT INTL-A    MAQ TH          6,153.0      (3,589.0)
(1,786.0)
MARRIOTT INTL-A    MAQ GR          6,153.0      (3,589.0)
(1,786.0)
MDC COMM-W/I       MDZ/W CN        1,617.2        (376.7)   
(326.5)
MDC PARTNERS-A     MDCA US         1,617.2        (376.7)   
(326.5)
MDC PARTNERS-A     MDZ/A CN        1,617.2        (376.7)   
(326.5)
MDC PARTNERS-A     MD7A GR         1,617.2        (376.7)   
(326.5)
MDC PARTNERS-EXC   MDZ/N CN        1,617.2        (376.7)   
(326.5)
MEAD JOHNSON       MJN US          3,998.1        (592.5)  
1,349.1
MEAD JOHNSON       0MJA TH         3,998.1        (592.5)  
1,349.1
MEAD JOHNSON       0MJA GR         3,998.1        (592.5)  
1,349.1
MEAD JOHNSON       MJNEUR EU       3,998.1        (592.5)  
1,349.1
MERITOR INC        AID1 GR         2,050.0        (653.0)    
118.0
MERITOR INC        MTOR US         2,050.0        (653.0)    
118.0
MERRIMACK PHARMA   MACK US           102.7        (140.7)    
(24.3)
MERRIMACK PHARMA   MP6 GR            102.7        (140.7)    
(24.3)
MICHAELS COS INC   MIK US          2,083.1      (1,909.9)    
585.9
MICHAELS COS INC   MIM GR          2,083.1      (1,909.9)    
585.9
MIDSTATES PETROL   MPO1EUR EU      1,298.1        (816.0)     
96.2
MONEYGRAM INTERN   MGI US          4,505.2        (222.8)    
(19.0)
MOODY'S CORP       MCO US          5,123.4        (333.0)  
2,024.6
MOODY'S CORP       DUT TH          5,123.4        (333.0)  
2,024.6
MOODY'S CORP       MCOEUR EU       5,123.4        (333.0)  
2,024.6
MOODY'S CORP       DUT GR          5,123.4        (333.0)  
2,024.6
MOTOROLA SOLUTIO   MTLA TH         8,086.0        (298.0)  
2,758.0
MOTOROLA SOLUTIO   MSI US          8,086.0        (298.0)  
2,758.0
MOTOROLA SOLUTIO   MTLA GR         8,086.0        (298.0)  
2,758.0
MOTOROLA SOLUTIO   MOT TE          8,086.0        (298.0)  
2,758.0
MPG OFFICE TRUST   1052394D US     1,280.0        (437.3)       -
MSG NETWORKS- A    1M4 GR            911.0      (1,213.9)    
103.4
MSG NETWORKS- A    1M4 TH            911.0      (1,213.9)    
103.4
MSG NETWORKS- A    MSGN US           911.0      (1,213.9)    
103.4
NATHANS FAMOUS     NFA GR             81.0         (65.2)     
57.4
NATHANS FAMOUS     NATH US            81.0         (65.2)     
57.4
NATIONAL CINEMED   NCMI US         1,006.2        (228.3)     
65.4
NATIONAL CINEMED   XWM GR          1,006.2        (228.3)     
65.4
NAVIDEA BIOPHARM   NAVB IT            17.5         (51.8)      
8.7
NAVISTAR INTL      IHR GR          6,692.0      (5,160.0)    
834.0
NAVISTAR INTL      IHR TH          6,692.0      (5,160.0)    
834.0
NAVISTAR INTL      NAV US          6,692.0      (5,160.0)    
834.0
NEW ENG RLTY-LP    NEN US            202.4         (30.1)       -
NTELOS HOLDINGS    NTLS US           668.4         (22.1)    
150.8
OMEROS CORP        OMER US            41.4          (9.0)     
17.2
OMEROS CORP        OMEREUR EU         41.4          (9.0)     
17.2
OMEROS CORP        3O8 TH             41.4          (9.0)     
17.2
OMEROS CORP        3O8 GR             41.4          (9.0)     
17.2
OMTHERA PHARMACE   OMTH US            18.3          (8.5)    
(12.0)
OUTERWALL INC      OUTR US         1,366.1         (22.1)     
43.2
OUTERWALL INC      CS5 GR          1,366.1         (22.1)     
43.2
PALM INC           PALM US         1,007.2          (6.2)    
141.7
PBF LOGISTICS LP   PBFX US           432.7        (191.5)     
27.8
PBF LOGISTICS LP   11P GR            432.7        (191.5)     
27.8
PHILIP MORRIS IN   PMI1 IX        33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   PMI EB         33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   4I1 GR         33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   PM1 TE         33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   PM FP          33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   4I1 TH         33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   PM1CHF EU      33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   PMI SW         33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   PM1EUR EU      33,956.0     (11,476.0)    
418.0
PHILIP MORRIS IN   PM US          33,956.0     (11,476.0)    
418.0
PLANET FITNESS-A   PLNT US           701.1         (14.2)     
(1.2)
PLANET FITNESS-A   3PL TH            701.1         (14.2)     
(1.2)
PLANET FITNESS-A   3PL GR            701.1         (14.2)     
(1.2)
PLAYBOY ENTERP-A   PLA/A US          165.8         (54.4)    
(16.9)
PLAYBOY ENTERP-B   PLA US            165.8         (54.4)    
(16.9)
PLY GEM HOLDINGS   PG6 GR          1,311.1         (80.8)    
264.6
PLY GEM HOLDINGS   PGEM US         1,311.1         (80.8)    
264.6
POLYMER GROUP-B    POLGB US        1,991.4          (3.9)    
322.1
PROTECTION ONE     PONE US           562.9         (61.8)     
(7.6)
PURETECH HEALTH    PRTC LN             -             -          -
PURETECH HEALTH    PRTCL IX            -             -          -
PURETECH HEALTH    PRTCL PO            -             -          -
PURETECH HEALTH    PRTCGBX EU          -             -          -
PURETECH HEALTH    PRTCL B3            -             -          -
PURETECH HEALTH    PRTCL EB            -             -          -
QUALITY DISTRIBU   QDZ GR            413.0         (22.9)    
102.9
QUALITY DISTRIBU   QLTY US           413.0         (22.9)    
102.9
QUINTILES TRANSN   QTS GR          3,926.3        (335.7)    
817.8
QUINTILES TRANSN   Q US            3,926.3        (335.7)    
817.8
RAYONIER ADV       RYAM US         1,288.0         (17.0)    
195.0
RAYONIER ADV       RYQ GR          1,288.0         (17.0)    
195.0
REGAL ENTERTAI-A   RGC US          2,409.1        (902.0)   
(133.8)
REGAL ENTERTAI-A   RGC* MM         2,409.1        (902.0)   
(133.8)
REGAL ENTERTAI-A   RETA GR         2,409.1        (902.0)   
(133.8)
RENAISSANCE LEA    RLRN US            57.0         (28.2)    
(31.4)
RENTECH NITROGEN   RNF US            291.1        (138.0)     
13.7
RENTECH NITROGEN   2RN GR            291.1        (138.0)     
13.7
RENTPATH LLC       PRM US            208.0         (91.7)      
3.6
REVLON INC-A       REV US          1,924.5        (623.3)    
334.4
REVLON INC-A       RVL1 GR         1,924.5        (623.3)    
334.4
ROUNDY'S INC       4R1 GR          1,095.7         (92.7)     
59.7
ROUNDY'S INC       RNDY US         1,095.7         (92.7)     
59.7
RURAL/METRO CORP   RURL US           303.7         (92.1)     
72.4
SALLY BEAUTY HOL   S7V GR          2,043.1        (321.7)    
674.9
SALLY BEAUTY HOL   SBH US          2,043.1        (321.7)    
674.9
SANCHEZ ENERGY C   SN* MM          1,532.2        (473.6)    
171.9
SBA COMM CORP-A    SBJ GR          7,396.8      (1,697.7)     
46.6
SBA COMM CORP-A    SBAC US         7,396.8      (1,697.7)     
46.6
SBA COMM CORP-A    SBJ TH          7,396.8      (1,697.7)     
46.6
SBA COMM CORP-A    SBACEUR EU      7,396.8      (1,697.7)     
46.6
SCIENTIFIC GAM-A   SGMS US         8,615.1        (980.8)    
655.1
SCIENTIFIC GAM-A   TJW GR          8,615.1        (980.8)    
655.1
SEARS HOLDINGS     SEE TH         12,769.0      (1,293.0)    
701.0
SEARS HOLDINGS     SEE GR         12,769.0      (1,293.0)    
701.0
SEARS HOLDINGS     SHLD US        12,769.0      (1,293.0)    
701.0
SILVER SPRING NE   SSNI US           529.8         (99.3)    
(31.1)
SILVER SPRING NE   9SI GR            529.8         (99.3)    
(31.1)
SILVER SPRING NE   9SI TH            529.8         (99.3)    
(31.1)
SIRIUS XM CANADA   XSR CN            311.1        (147.2)   
(189.0)
SIRIUS XM HOLDIN   SIRI US         8,046.7        (166.5)
(1,934.6)
SIRIUS XM HOLDIN   RDO GR          8,046.7        (166.5)
(1,934.6)
SIRIUS XM HOLDIN   RDO TH          8,046.7        (166.5)
(1,934.6)
SONIC CORP         SONC US           616.1         (20.7)      
7.4
SONIC CORP         SO4 GR            616.1         (20.7)      
7.4
SONIC CORP         SONCEUR EU        616.1         (20.7)      
7.4
SPORTSMAN'S WARE   06S GR            343.4         (14.0)     
91.8
SPORTSMAN'S WARE   SPWH US           343.4         (14.0)     
91.8
SUN BIOPHARMA IN   SNBP US             -             -          -
SUPERVALU INC      SVU* MM         4,643.0        (444.0)     
81.0
SUPERVALU INC      SJ1 GR          4,643.0        (444.0)     
81.0
SUPERVALU INC      SJ1 TH          4,643.0        (444.0)     
81.0
SUPERVALU INC      SVU US          4,643.0        (444.0)     
81.0
SYNERGY PHARMACE   SGYPEUR EU        144.0         (27.1)    
123.4
SYNERGY PHARMACE   S90 GR            144.0         (27.1)    
123.4
SYNERGY PHARMACE   SGYP US           144.0         (27.1)    
123.4
TRANSDIGM GROUP    T7D GR          8,330.0        (964.3)  
1,204.3
TRANSDIGM GROUP    TDG US          8,330.0        (964.3)  
1,204.3
TRANSDIGM GROUP    TDGCHF EU       8,330.0        (964.3)  
1,204.3
TRANSDIGM GROUP    TDG SW          8,330.0        (964.3)  
1,204.3
TRINET GROUP INC   TNET US         1,609.6         (14.1)     
54.4
TRINET GROUP INC   TN3 TH          1,609.6         (14.1)     
54.4
TRINET GROUP INC   TNETEUR EU      1,609.6         (14.1)     
54.4
TRINET GROUP INC   TN3 GR          1,609.6         (14.1)     
54.4
UNISYS CORP        UIS1 SW         2,143.2      (1,378.6)    
165.2
UNISYS CORP        UISCHF EU       2,143.2      (1,378.6)    
165.2
UNISYS CORP        UIS US          2,143.2      (1,378.6)    
165.2
UNISYS CORP        USY1 GR         2,143.2      (1,378.6)    
165.2
UNISYS CORP        USY1 TH         2,143.2      (1,378.6)    
165.2
UNISYS CORP        UISEUR EU       2,143.2      (1,378.6)    
165.2
VECTOR GROUP LTD   VGR GR          1,398.8         (56.8)    
457.4
VECTOR GROUP LTD   VGR US          1,398.8         (56.8)    
457.4
VENOCO INC         VQ US             403.8        (354.3)    
195.7
VERISIGN INC       VRS GR          2,357.7      (1,070.4)    
464.9
VERISIGN INC       VRSN US         2,357.7      (1,070.4)    
464.9
VERISIGN INC       VRS TH          2,357.7      (1,070.4)    
464.9
VERIZON TELEMATI   HUTC US           110.2        (101.6)   
(113.8)
VERSEON CORP       VSN LN              -             -          -
VIRGIN MOBILE-A    VM US             307.4        (244.2)   
(138.3)
WEIGHT WATCHERS    WW6 GR          1,395.2      (1,337.7)   
(193.6)
WEIGHT WATCHERS    WW6 QT          1,395.2      (1,337.7)   
(193.6)
WEIGHT WATCHERS    WTWEUR EU       1,395.2      (1,337.7)   
(193.6)
WEIGHT WATCHERS    WW6 TH          1,395.2      (1,337.7)   
(193.6)
WEIGHT WATCHERS    WTW US          1,395.2      (1,337.7)   
(193.6)
WEST CORP          WT2 GR          3,612.3        (552.1)    
243.1
WEST CORP          WSTC US         3,612.3        (552.1)    
243.1
WESTERN REFINING   WNRL US           412.0         (28.1)     
66.3
WESTERN REFINING   WR2 GR            412.0         (28.1)     
66.3
WINGSTOP INC       EWG GR            117.2         (14.3)      
3.6
WINGSTOP INC       WING US           117.2         (14.3)      
3.6
WINMARK CORP       WINA US            46.8         (36.0)     
11.1
WINMARK CORP       GBZ GR             46.8         (36.0)     
11.1
WYNN RESORTS LTD   WYR QT          9,981.2         (60.8)  
1,234.7
WYNN RESORTS LTD   WYNN* MM        9,981.2         (60.8)  
1,234.7
WYNN RESORTS LTD   WYNN SW         9,981.2         (60.8)  
1,234.7
WYNN RESORTS LTD   WYNNCHF EU      9,981.2         (60.8)  
1,234.7
WYNN RESORTS LTD   WYR GR          9,981.2         (60.8)  
1,234.7
WYNN RESORTS LTD   WYR TH          9,981.2         (60.8)  
1,234.7
WYNN RESORTS LTD   WYNN US         9,981.2         (60.8)  
1,234.7
YRC WORLDWIDE IN   YRCW US         1,894.6        (379.4)    
160.9
YRC WORLDWIDE IN   YRCWEUR EU      1,894.6        (379.4)    
160.9
YRC WORLDWIDE IN   YEL1 TH         1,894.6        (379.4)    
160.9
YRC WORLDWIDE IN   YEL1 GR         1,894.6        (379.4)     160.9


                            *********

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 ***