TCR_Public/160218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, February 18, 2016, Vol. 20, No. 49

                            Headlines

ADT CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
ADVANCED MICRO: Fitch to Withdraw 'B-' LT Issuer Default Rating
AFFIRMATIVE INSURANCE: Feb. 25 Hearing on Rust/Omni Hiring
ALLIED NEVADA: Shareholders Bring Plan Challenge to District Court
ALPHA NATURAL: Environmental Parties Appeal WV Settlement Order

ALPHA NATURAL: Wyoming Defends Oversight on Mining Operations
AMERICAN APPAREL: Standard General No Longer Holds Shares
AMERICAN EAGLE ENERGY: Wellington No Longer Owns Shares
ARCH COAL: Renaissance Reports 5.83% Equity Stake
ARCH COAL: Seeks to Hire Bryan Cave as Local Restructuring Counsel

ARCH COAL: Vanguard Group Reports 3.31% Stake as of Dec. 31
ATNA RESOURCES: $4-Mil. DIP Loan From Waterton Matures May 16
ATNA RESOURCES: Intends to Complete Sale or Plan by May 2016
BERNARD L. MADOFF: Feeder Renews Bid to Meddle in $55M PwC Deal
BH SUTTON MEZZ: Eastdil to Auction Off Assets; Bid Due Feb. 24

BLOOMING TERRACE: Voluntary Chapter 11 Case Summary
BUDD COMPANY: UAW Objects to Modification of Retiree Benefits
CHAPARRAL ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative
CHIEF POWER: S&P Puts 'BB' Secured Debt Rating on Watch Negative
CHS/COMMUNITY: Accts Receivable Charge No Impact on Moody's CFR

CIPHERLOC CORP: MaloneBailey Expresses Going Concern Doubt
CTI FOODS: Moody's Retains B3 CFR Over Acquisition of Liguria
CUBIC ENERGY: Wells Fargo Reports 9.88% Equity Stake
DIOCESE OF GALLUP: Legal and Professional Costs Soar to $3.5M
ENERGY FUTURE: Luminant Ends Mining Operations in April

ENERGY XXI: Consults PJT and Vinson & Elkins on Restructuring
ENERGY XXI: S&P Lowers CCR to 'D' on Missed Interest Payment
ENERGY XXI: Skips $8.8M Interest Payment on 2018 Sr Notes
ERICKSON INC: S&P Lowers CCR to 'B-', Outlook Negative
FPMC FORT WORTH: Gets Interim Approval to Use Cash Collateral

GENERAL MOTORS: Moody's Affirms Ba1 Sr. Note Rating, Outlook Pos.
GENESIS TITLE: Case Summary & 14 Unsecured Creditors
GENON ENERGY: S&P Affirms 'CCC+' CCR & Revises Outlook to Neg.
GO YE VILLAGE: Gets Approval to Hire Integra as Appraiser
H. KREVIT AND COMPANY: Gets Approval to Hire Meyers as Accountant

HAVERHILL CHEMICALS: Final Cash Collateral Order Amended
ICON HEALTH: Moody's Puts B3 CFR on Review for Downgrade
IMAGINE! PRINT: Moody's Assigns B2 CFR, Outlook Stable
KID BRANDS: To Release Escrow Funds to Pay for Admin. Expenses
LEE STEEL: To Implement Procedures to Settle Avoidance Actions

MATHIOPOULOS 3M: Case Summary & 9 Unsecured Creditors
NAPA CHRYSLER: Hanlees Owner Agrees to Buy Dealership
NOBLE LOGISTICS: Loses Summary Judgment Bid on Maximo Claims
NORTH ALABAMA SCIENCE CENTER: Closed as Funding Dried Up
ORLANDO GATEWAY: Supplemental Order Issued on Tax Costs Motion

PARAGON OFFSHORE: Moody's Lowers PDR to D-PD on Chapter 11 Filing
PATERSON PARKING: Moody's Affirms Ba1 Rating on 2005 Revenue Bonds
PETTY FUNERAL: Voluntary Chapter 11 Case Summary
PHYSIO-CONTROL INT'L: Moody's Puts B2 CFR Under Review for Upgrade
PMC MARKETING: 1st Cir. BAP Remands Villa Blanca Suit

PRESTIGE BRANDS: Moody's Assigns Caa1 Rating on $350MM Unsec. Notes
PRESTIGE BRANDS: S&P Assigns 'B' Rating on $350MM Sr. Unsec. Notes
PRIME SECURITY: Moody's Puts B2 CFR on Review for Upgrade
PRIME SECURITY: S&P Raises CCR to 'B+', Outlook Negative
SANDY CREEK: S&P Revises Outlook to Neg. & Affirms 'B+' Rating

SANTA FE GOLD: Committee's Challenge Deadline Extended
SOUTHWIRE CO: S&P Affirms 'BB' CCR, Outlook Remains Stable
SPRINT CORP: Fitch Affirms 'B+' Issuer Default Rating
SWIFT ENERGY: Court Approves Jones Day as Counsel
SWIFT ENERGY: Feb. 23 Hearing on Bid to Hire Ernst & Young

SWIFT ENERGY: Files Rule 2015.3 Periodic Report
SWIFT ENERGY: Kurtzman Carson Okayed as Communications Consultant
SWIFT ENERGY: May Hire Baker & Hostetler as Corporate Counsel
SWIFT ENERGY: Reed Smith, Akin Gump File Rule 2019 Statement
TAYLOR-WHARTON: Seeks to Employ Paul E. Saperstein as Auctioneer

TAYLOR-WHARTON: Seeks to Hire Sifel Nicolaus as Investment Banker
TEEKAY CORP: Moody's Lowers CFR to B2 & Changes Outlook to Negative
TOWN SPORTS: Moody's Lowers CFR to Caa2, Outlook Negative
VARIANT HOLDING: Beach Point Funds to Open April 12 Auction
VARIANT HOLDING: Files Rule 2015.3 Periodic Report

VILLAGE AT LAKERIDGE: 9th Cir. Says Rabkin Can Vote on Plan
W/S PACKAGING: Moody's Says Weak Qtr Sales Pressures Credit Metrics
W/S PACKAGING: S&P Lowers CCR to 'CCC', Outlook Negative
YELLOW CAB: Unsecured Creditors Challenge Chicago Unit's Plan
ZUCKER GOLDBERG: Ex-Judge Named Examiner; Report Due March 25

[*] Deloitte Study Shows 175 Oil Producers Face Bankruptcy Risk
[*] Moody's Takes Negative Rating Actions on 6 US Regional Banks
[*] Supreme Court Denies Appeal on Student-Loan Erasure
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

ADT CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
----------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB-'
corporate credit rating on ADT, and the issue level ratings of
certain of ADT's senior unsecured notes, on CreditWatch with
negative implications.

Additionally, S&P affirmed the 'BB-' issue level ratings on $3.75
billion of ADT's existing unsecured notes, consisting of five
issues, and the corresponding recovery ratings remain at '3H'.

The CreditWatch placement follows ADT's announcement that Prime
Security Services Borrower LLC will acquire the company for about
$13 billion.  The combined company will have greater scale, with
pro forma revenue of about $4 billion, and be led by management
from Prime Security which has a good operating track record.
Nonetheless, weaker credit metrics, including leverage above 8x and
free cash flow to debt of below 2% on a pro forma basis, and the
substantial execution risk to integrate ADT, a significantly larger
business in terms of revenues and clients, partially offset these
positive factors.

In connection with the acquisition, Prime Security Services
Borrower LLC will issue approximately $5 billion in new debt
consisting of a $255 million incremental revolver due 2021, $1.56
billion term loan due 2022 and $3.14 billion second lien notes due
2023.  Prime Security expects that its existing $1.1 billion first
lien term loan and $260 million second lien term loan will remain
outstanding, and intends to repay ADT's outstanding 2.25% senior
unsecured notes due July 2017, 4.125% senior unsecured notes due
April 2019, and all borrowings under the revolving credit facility.
Additionally, S&P expects the remaining five issues of ADT's
senior unsecured notes, totaling $3.75 billion, will be guaranteed
by Prime Security Services Borrower LLC and all wholly-owned
domestic subsidiaries of the combined company, and secured by first
priority security interests in substantially all of the assets of
the obligor and the guarantors.  As such, S&P anticipates the
change of control provision of those notes will not trigger.

"We will monitor developments related to the proposed transaction
and will resolve the CreditWatch status once the merger is closed,
at which time we expect to withdraw the corporate credit rating on
ADT and the issue level ratings on those ADT unsecured notes that
are redeemed," said Standard & Poor's credit analyst Jenny Chang.


ADVANCED MICRO: Fitch to Withdraw 'B-' LT Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings is planning to withdraw the ratings on Advanced Micro
Devices Inc. (NYSE: AMD) on or about March 15, 2016, which is
approximately 30 days from the date of this release, for commercial
reasons.

Fitch currently rates AMD as follows:

-- Long-term Issuer Default Rating (IDR) 'B-';
-- Senior secured revolving credit facility (RCF) 'BB-/RR1';
-- Senior unsecured debt 'B-/RR4'.

The Rating Outlook is Negative.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Believing that investors benefit from augmented rating coverage
Fitch is providing approximately 30 days' notice to the market of
the rating withdrawal of AMD. Ratings are subject to analytical
review and thus may change up to the time Fitch withdraws the
ratings.

Fitch's last rating action for AMD was on April 20, 2015; at that
time the long-term IDR was affirmed at 'B-'. In addition, Fitch
affirmed the senior secured RCF rating at 'BB-', assigning a
Recovery Rating (RR) of 'RR1', and affirmed the senior unsecured
debt at 'B-', assigning an RR of 'RR4'. Fitch also revised the
Rating Outlook to Negative from Stable.


AFFIRMATIVE INSURANCE: Feb. 25 Hearing on Rust/Omni Hiring
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on Feb. 25, 2016, at 10:00 p.m., to consider Affirmative
Insurance Holdings, Inc., et al.'s application to employ Rust
Consutling/Omni Bankruptcy as administrative agent, nunc pro tunc
to Dec. 1, 2015.

The Debtors believe that the administration of the Chapter 11 cases
will require Rust/Omni to perform duties outside the scope of those
outlined in the Section 156(c) order.

Rust/Omni has agreed to, among other services:

   (a) assist with the preparation and filing of the Debtors'
schedules of assets and liabilities and statements of financial
affairs;

   (b) generate and provide claim reports and claim objection
exhibits; and

   (c) manage the preparation, compilation and mailing of documents
to creditors and other parties-in-interest in connection with the
solicitation of a chapter 11 plan.

The Debtors provided Rust/Omni a retainer in the amount of $35,000.
Rust/Omni has applied the retainer to all prepetition invoices,
and Rust/Omni is holding the remaining amount of the retainer
during the cases as security for the payment of fees and expenses
incurred under the engagement agreement.

To the best of the Debtors' knowledge, Rust/Omni is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                      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 Oct. 30, 2015, the Office of the U.S. Trustee appointed five
creditors to the official committee of unsecured creditors.  FTI
Consulting serves as its financial advisor.


ALLIED NEVADA: Shareholders Bring Plan Challenge to District Court
------------------------------------------------------------------
Brian Tuttle, along with Jordan Darga and Stoyan Tachev, all acting
pro se, have lodged an appeal from the U.S. Bankruptcy Court's
order confirming Allied Nevada Gold Corp., et al.'s Chapter 11 plan
of reorganization.

Mr. Tuttle et al., who are shareholders of Allied Nevada, suffered
several setbacks in Bankruptcy Court.  Judge Mary F. Walrath, who
oversees Allied's cases, entered on Jan. 22, 2016, an omnibus order
denying various motions and applications by Mr. Tuttle and the
other shareholders:

   (a) Brian Tuttle's Motion for Standing to Prosecute, filed
       Sept. 24, 2015;

   (b) Brian Tuttle's Motion for Leave of Court to Take
       Depositions Upon Written Questions filed Sept. 24, 2015;

   (c) Tuttle's Second Motion to Appoint an Examiner with Access
       to and Authority to Disclose Privileged Materials, filed
       Oct. 5, 2015;

   (d) Application for Reimbursement of Expenses incurred by Mr.
       Tuttle, filed Oct. 5, 2015;

   (e) Tuttle's Motion for Stay of the Court's order confirming
       the Plan, filed Oct. 21, 2015;

   (f) Tuttle's Motion for Reconsideration on Findings of Fact,
       Conclusions of Law and Order Confirming the Plan, filed
       Oct. 21, 2015;

   (g) Tuttle's Motion for Reconsideration on Tuttle's Oral Motion
       to Stay the Proceedings, filed Oct. 21, 2015;

   (h) Jordan Darga's Motion for Jury Trial or in the Alternative
       Motion for Rehearing, filed Oct. 21, 2015;

   (i) Stoyan Tachev's Motion for Jury Trial or in the Alternative
       Motion for Rehearing, filed Oct. 21, 2015;

   (j) Tuttle's Second Motion to Compel, filed Jan. 4, 2016;

   (k) Tuttle's Motion for Order Authorizing Rule 2004
       Examinations, filed Jan. 4, 2016;

   (l) Tuttle's Motion for an Order Recognizing the Ad Hoc
       Committee of Equity Security Holders as an Official
       Committee, filed Jan. 4, 2016; and

   (m) Tuttle's Motion to Compel Non Party to Produce Documents,
       filed Jan. 4, 2016.

Mr. Tuttle and the other shareholders filed numerous pleadings in
the absence of counsel.

Judge Walrath entered the Omnibus Order following a hearing on Jan.
20, 2016, and after taking into consideration the objections to the
Shareholder Motions by the Reorganized Debtors, the U.S. Trustee,
the Ad Hoc Group of Senior Unsecured Noteholders and Computershare
Inc.

Allied Nevada opposed Mr. Tuttle's bid for an examiner as moot, in
view of the Court's Oct. 8, 2015 order confirming the Debtors'
Amended Joint Chapter 11 Plan of Reorganization.  The Debtors also
argue that Mr. Tuttle's Second Examiner Motion is unavailing
because the Court had already confirmed the Debtor's Chapter 11
Plan and according to the express language of Section 1104(c) of
the Bankruptcy Code, "a bankruptcy court may appoint an examiner at
any time before the confirmation of a plan."  The Debtors further
asked the Court to deny Mr. Tuttle's Reimbursement Application,
saying it fails to satisfy the requirements of Section 503(b)(3)(D)
proscribing that "in determining whether there has been a
'substantial contribution', the applicable test is whether the
efforts of the applicant resulted in an actual and demonstrable
benefit to the debtor's estate and the creditors.

A copy of the Mr. Tuttle's brief filed Jan. 19 in response to the
objections is available for free at:

http://bankrupt.com/misc/Allied_N_1371_Rep_Tuttle_Brief_Compu.pdf

                       District Court Appeal

As reported in Wednesday's edition of the Troubled Company
Reporter, Mr. Tuttle et al. will ask the District Court to review:

     I. Whether the Bankruptcy Court committed an error of law or
        abuse of discretion in finding the Debtors' Amended
        Chapter 11 Plan of Reorganization satisfied the
        requirements of Sec. 1129(b) of the Bankruptcy Code.  Mr.
        Tuttle, among other things, claimed that the Bankruptcy
        Court overlooked evidence the appellee's long lived assets
        were recoverable and the impairments the 2nd Moelis
        evaluation relied upon were not in accordance with GAAP
        accounting standards.  The Bankruptcy Court, according to
        Mr. Tuttle, abused its discretion by relying upon highly
        speculative financial suggestions, not in compliance with
        GAAP accounting standards, from a company whom repeatedly
        violated public law, to confirm a voluntarily filed Plan,
        that extinguished $600 million of reported equity.  Such a
        departure prejudiced impaired and dissenting shareholders
        by extinguishing their legal rights and claims to property
        owned, Mr. Tuttle averred.

    II. Whether the Bankruptcy Court committed an error of law or
        abuse of discretion in finding the Debtors' Amended Plan
        satisfied the requirements of Sec. 1129(a)(11).  According
        to Mr. Tuttle, the Bankruptcy Court overlooked evidence
        and arguments that the Plan was nothing more than a
        visionary scheme.  At the Jan. 20 hearing on appellant
        Darga's reconsideration motion, the Court admitted that
        the Chapter 11 restructuring should have been a Chapter 7
        liquidation.  This candid admission, according to Mr.
        Tuttle, further evidence of the Court's departure from
        Sec. 1129(a)(11).  Chapter 11 protection is not a catch
        22, all evidence provided suggested the Plan was not
        feasible and the appellee will sell the company through a
        process never disclosed to the Court, Mr. Tuttle points
        out.

   III. Whether the Court committed an error of law or abuse of
        discretion in departing from the essential requirements of
        U.S.C. Sec. 1129(a)(5)(A) in its findings of fact and
        order confirming the Plan.  U.S.C. Sec 1129)(a)(5)(A)
        explicably states a Court can only confirm a plan if the
        proponent of the plan has disclosed the identity and
        affiliates of any individual propose to serve as a
        director, officer or voting trustee, and the appointment
        to such office is consistent with the interests of
        creditors, equity security holders and public policy.
        According to Mr. Tuttle, due to the fact that board member
        Mike Freehan's identity and affiliation were not
        disclosed, it was impossible for the Bankruptcy Court to
        make a determination that the undisclosed director's
        appointment was consistent with the interests of
        creditors, equity security holders or public policy.

    IV. Whether the Bankruptcy Court committed an error of law or
        abuse of discretion in departing from the essential
        requirements of U.S.C. Sec. 1129(a)(3) by finding that the
        Plan was proposed in "good faith".  The Bankruptcy Court,
        according to Mr. Tuttle, overlooked evidence the appellee
        abused the bankruptcy process by submitting disclosures
        that were either incomplete or inaccurate.  The appellee
        fraudulently impaired assets to conceal their worth, while
        omitting the name and/or affiliations of Mike Freehan.

     V. Whether the Bankruptcy Court committed an error of law or
        abuse of discretion in denying Appellant Tuttle's motion
        to appoint an examiner with access to and authority to
        disclose privileged materials.  Mr. Tuttle and other
        members of the Ad Hoc Committee proffered evidence in
        support of the need for an examiner to investigate
        allegations of the trading of the appellee's assets by
        insiders in several motions and pleadings.  At the
        Sept. 11 hearing, the Court abused its discretion by
        entering in to evidence the declarations of Jason Hempel,
        Jacob Mercer, and Mr. Techard who were not present at the
        Sept. 11 hearing and therefore unavailable for cross
        examination.  According to Mr. Tuttle, the Court
        overlooked evidence of Sarbanes Oxley violations,
        impairments not in accordance with GAAP financing
        standards, evidence of insider trading, and the sale of
        Exploration Properties to creditors.

A copy of Mr. Tuttle's brief in support of its appeal of the Plan
Confirmation Order is available for free at:

   http://bankrupt.com/misc/Allied_N_1398_Tuttle_Plan_Appeal.pdf

                      About Allied Nevada

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

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

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

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

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

                           *     *     *

Judge Walrath on Oct. 8, 2015, entered an order confirming Allied
Nevada's Amended Plan of Reorganization, and the Plan later became
effective.  As a result of the financial restructuring, the Company
eliminated approximately $447.7 million of debt and related
interest payments from its balance sheet.


ALPHA NATURAL: Environmental Parties Appeal WV Settlement Order
---------------------------------------------------------------
Sierra Club, West Virginia Highlands Conservancy and Ohio Valley
Environmental Coalition took an appeal from the order of the U.S.
Bankruptcy Court for the Eastern District of Virginia approving the
settlement between Alpha Natural Resources and certain of its
subsidiaries, and the West Virginia Department of Environmental
Protection.

The Environmental Parties present these issues on appeal:

   1. Did the Bankruptcy Court err in approving the proposed
      settlement between Alpha Natural Resources and certain of
      its subsidiaries and the West Virginia Department of
      Environmental Protection ("WVDEP") where the terms of the
      Settlement violate the Surface Mining Control and
      Reclamation Act ("SMCRA"), 30 U.S.C. Sections 1201 et seq.
      and the West Virginia Surface and Coal Mining Reclamation
      Act ("WVSCMRA"), W. Va. Code Sec. 22-3-1 et seq.?

   2. Did the Bankruptcy Court err in approving the Settlement,
      where the Settlement violates WVSCMRA and thus will place
      the Debtor in Possession in violation of 28 U.S.C. Sec.
      959(b) in that it will be managing and operating its
      property in violation of valid laws of the State of West
      Virginia?

   3. Did the Bankruptcy Court err in approving the Settlement,
      where the Settlement is against public policy?

   4. Did the Bankruptcy Court err in finding that the Settlement
      represents a sound exercise of the Debtors' business
      judgment, where the terms of the Settlement violate SMCRA
      and WVSCMRA?

   5. Did the Bankruptcy Court err in finding that the Settlement
      is fair and equitable, where the terms of the Settlement
      violate SMCRA and WVSCMRA?

   6. Did the Bankruptcy Court err in finding that the Settlement
      is in the best interests of the Debtors' estates, where the
      terms of the Settlement violate SMCRA and WVSCMRA?

   7. Did the Bankruptcy Court err in approving the Settlement
      without a sufficient factual record to support its
      decision?

                      West Virginia Settlement

On Jan. 20, 2016, Judge Kevin R. Huennekens overruled the objection
of the U.S. Government, on behalf of certain environmental
agencies, and granted Alpha Natural's motion for approval of a
compromise with the state of West Virginia involving certain
bonding obligations that the Debtors have under the West Virginia
Surface Mining and Reclamation Act.  A copy of the Court's
Memorandum Opinion is available for free at:

   http://bankrupt.com/misc/Alpha_N_1332_1158_Opin_WV_Pact.pdf

The settlement resolves certain issues with the West Virginia
Department of Environmental Protection regarding the Debtors'
reclamation bonding of their surface coal mining operations in the
State of West Virginia.  The Debtors agreed to post a $15 million
letter of credit in favor of DEP as a collateral bond and grant DEP
a superpriority claim in the amount of $24 million.  This amount
fully exhausts the remaining $39 million available for bonding
accommodations under the Debtors' DIP Loan Facility.
The Debtors are further required to use their reasonable best
efforts to reduce their self-bonding obligations in West Virginia
by $10 million and to commence reclamation on an inactive mining
permit within the state.  Alpha Natural has more than 500 mining
permits for its operations in West Virginia.

Counsel to Sierra Club, West Virginia Highlands Conservancy and
Ohio Valley Environmental Coalition:

         Kristen E. Burgers, Esq.
         Stephen E. Leach, Esq.
         HIRSCHLER FLEISCHER
         8270 Greensboro Drive, Suite 700
         Tysons Corner, VA 22102
         Telephone: (703) 584-8364
         E-mail: kburgers@hf-blaw.com
                 sleach@hf-law.com

                       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.


ALPHA NATURAL: Wyoming Defends Oversight on Mining Operations
-------------------------------------------------------------
Benjamin Storrow, writing for Casper Star Tribune, reported that
Wyoming regulators defended their oversight of Alpha Natural
Resources in a letter to the U.S. Office of Surface Mining
Reclamation and Enforcement.  State officials, the report said,
Wyoming has taken appropriate steps to ensure Alpha Natural meets
its $411 million reclamation obligations.

The U.S. Office of Surface Mining Reclamation and Enforcement in
January ordered Wyoming regulators to conduct an investigation into
the mining permits of Alpha Natural and Arch Coal, which have
sought Chapter 11 bankruptcy protection.  The agency said the state
may be allowing the firms to operate in violation of the law.

According to Star Tribune, state officials questioned the agency's
authority to intervene in the matter, arguing Wyoming has
"exclusive jurisdiction over surface coal-mining operations" under
the law.

Star Tribune says the tension stems from a deal signed by Alpha and
Wyoming in September 2015, which gives Wyoming a $61 million
super-priority claim, ensuring the state is among the first paid in
the event Alpha fails to emerge from bankruptcy.

Star Tribune explains mining companies are required to carry bonds
in the amount of their cleanup costs in order to maintain a mining
permit. Many coal companies have employed "self-bonds," which
allows firms to secure future cleanup costs against their own
assets.  But Alpha failed the financial stress test needed to
qualify for self-bonding status last year, prompting the state to
initially request $411 million in replacement bonds.

Star Tribune adds that Alpha has said in bankruptcy filings that
replacing its bonds in full would be detrimental to restructuring
efforts.  Alpha has continued mining.  Under its deal with Wyoming,
Alpha is not required to post replacement bonds during bankruptcy.


                       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.


AMERICAN APPAREL: Standard General No Longer Holds Shares
---------------------------------------------------------
Standard General L.P. reported in a SCHEDULE 13D (Amendment No. 5)
filed with the Securities and Exchange Commission that it no longer
holds shares of American Apparel, Inc. Common Stock, $0.0001 par
value per share, following confirmation of American Apparel's
bankruptcy-exit plan and emergence from Chapter 11.

Standard General may be reached at:

     Joseph Mause
     STANDARD GENERAL L.P.
     767 Fifth Avenue, 12th Floor
     New York, NY 10153
     Tel: 212-257-4701

                    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, 2016, 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, 2016, the Court entered an order confirming American
Apparel's First Amended Joint Plan of Reorganization, under which,
on Feb. 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
to unitholders, including certain Reporting Persons, in accordance
with the Plan.


AMERICAN EAGLE ENERGY: Wellington No Longer Owns Shares
-------------------------------------------------------
Wellington Management Group LLP reported in a Schedule 13G
(Amendment No. 1) filed with the Securities and Exchange Commission
that as of Dec. 31, 2015, it no longer holds shares of American
Eagle Energy Corporation common stock.

Wellington may be reached at:

     Steven M. Hoffman
     WELLINGTON MANAGEMENT COMPANY LLP
     280 Congress Street
     Boston, MA 02210

                       About American Eagle

Littleton, Colorado-based American Eagle Energy Corporation is
engaged in the acquisition, exploration and development of oil and
gas properties.  The Company is primarily focused on extracting
proved oil reserves from those properties.

American Eagle Energy Corporation and its wholly-owned subsidiary,
AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D.
Colo., Case No. 15-15073).  The case is assigned to Judge Howard R.
Tallman.  The Debtors are represented by Elizabeth A. Green, Esq.,
at Baker & Hostetler LLP, in Orlando, Florida.

On May 13, 2015, Judge Tallman granted the Debtors' request for
joint administration.

American Eagle Energy disclosed total assets of $21,980,687 and
total liabilities of $193,604,113 as of the Chapter 11 filing.

The U.S. Trustee for Region 6 appointed seven creditors to serve on
the Official Committee of Unsecured Creditor.  The Committee tapped
Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie
as financial advisor.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 3, 2016,
American Eagle Energy has filed a notice with the Bankruptcy Court
that the sale of its assets in accordance with the terms of the
purchase agreement with Resource Energy Can-Am LLC has been
consummated.  The Purchaser is to pay to the Company the "Base
Purchase Price" of $36,750,000 for substantially all assets --
primarily the hydrocarbon leases and related operating assets.  The
Base Purchase Price is subject to certain adjustments in accordance
with the terms and conditions of the Purchase Agreement.


ARCH COAL: Renaissance Reports 5.83% Equity Stake
-------------------------------------------------
Renaissance Technologies LLC and Renaissance Technologies Holdings
Corporation reported in a Schedule 13G filed with the Securities
and Exchange Commission that as of Oct. 26, 2015, it may be deemed
to beneficially own 1,241,200 shares or roughly 5.83% of Arch Coal
Inc. common stock.

They may be reached at:

     Mark Silber, Executive Vice President
     800 Third Avenue
     New York, NY 10022

                         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: Seeks to Hire Bryan Cave as Local Restructuring Counsel
------------------------------------------------------------------
Arch Coal, Inc., et al., seek authority from the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ the firm of
Bryan Cave LLP as local restructuring counsel.

As local restructuring counsel, Bryan Cave will, among other
things:

   (a) advise the Debtors with respect to their rights and
obligations as debtors-in-possession and regarding other matters of
bankruptcy law;

   (b) prepare and file of any petitions, motions, applications,
schedules, statements of financial affairs, plans of
reorganization, disclosure statements, and other pleadings and
documents that may be required in the cases; and

   (c) represent the Debtors at hearings to consider plans of
reorganization, disclosure statements, confirmation and related
hearings, and any adjourned hearings thereof.

According to the Debtors, they had applied to employ Davis Polk &
Wardwell LLP as their lead restructuring counsel.  Bryan Cave will
work closely with the Debtors, Davis Polk, and the Debtors' other
retained professionals to clearly delineate each professional's
respective duties and to prevent unnecessary duplication of
services whenever possible.

The hourly rates for Bryan Cave's professionals based in St. Louis,
are:

      Partners and Counsel               $440 - $995
      Associates                         $245 - $520
      Legal Assistants                   $175 - $290

Bryan Cave will charge for expenses incurred in connection with
performing services.  

Bryan Cave has received several retainer payments from the Debtors:
(i) $200,000 on Aug. 28, 2015; (ii) $10,000 on Nov. 10, 2015; and
(iii) $30,000 from the Debtors on Jan. 8, 2016.  

Bryan Cave applied the retainer to invoices.  Bryan Cave will hold
the remaining balance of the retainer in its client trust account
as security for the fees and expenses that may be awarded to it in
the cases.  As of the Petition Date, Bryan Cave was not owed any
amount by the Debtors for attorneys' fees and expenses.
Accordingly, Bryan Cave is not a creditor of the Debtors.

To the best of the Debtors' knowledge, Bryan Cave is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Bankruptcy Court will convene a hearing on Feb. 23, 2016, at
10:00 a.m., to consider approval of the employment request.

                         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: Vanguard Group Reports 3.31% Stake as of Dec. 31
-----------------------------------------------------------
The Vanguard Group reported in a Schedule 13G (Amendment No. 4)
filed with the Securities and Exchange Commission that as of Dec.
31, 2015, it may be deemed to beneficially own 706,704 shares or
roughly 3.31% of Arch Coal Inc. common stock.

Vanguard Group also disclosed that Vanguard Fiduciary Trust Company
("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is
the beneficial owner of 10,370 shares or 0.04% of the Common Stock
outstanding of the Company as a result of its serving as investment
manager of collective trust accounts.

Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned
subsidiary of The Vanguard Group, Inc., is the beneficial owner of
shares or 0.00% of the Common Stock outstanding of the Company as a
result of its serving as investment manager of Australian
investment offerings.

Vanguard may be reached at:

     F. William McNabb III
     President and Chief Executive Officer
     VANGUARD GROUP
     100 Vanguard Blvd.
     Malvern, PA  19355

                         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.


ATNA RESOURCES: $4-Mil. DIP Loan From Waterton Matures May 16
-------------------------------------------------------------
Atna Resources Inc., et al., sought and obtained final approval
from the Bankruptcy Court to borrow up to $4,000,000 postpetition
financing facility from Waterton Precious Metals Fund II Cayman,
LP, or a designee.

A copy of the Final DIP Financing Order signed by Judge Joseph G.
Rosania, Jr., in January 2016 is available for free at:

   http://bankrupt.com/misc/Atna_Resources_271_Final_DIP_Ord.pdf

Judge Rosania also authorized the Debtors to use cash collateral.

While the DIP Order does not include any sale or other milestones,
the maturity date for the DIP Facility is May 18, 2016.  The DIP
Facility will bear interest at a rate of 8% per annum. From and
after the occurrence and during the continuance of an Event of
Default, outstanding advances under the DIP Facility will bear
interest at that rate plus an additional 2% per annum.

The DIP Lender will receive valid, enforceable and fully perfected
security interests in and liens and mortgages upon all prepetition
and post-petition assets of the Debtors.

According to stipulations entered into by Atna Resources, the
Debtors already owe Waterton an aggregate principal amount of
$19,080,800, plus accrued and unpaid interest and any additional
fees, as of the Petition Date.

In consideration for the use of the Pre-Petition Collateral,
Waterton, as Pre-Petition Lender, will receive adequate protection
liens, only to the extent there is an actual diminution in value of
its interests in the Pre-Petition Collateral.

The DIP Financing Order provides that unless the DIP Obligations
and the obligations under the Prepetition Indebtedness are paid in
full upon the closing of a sale or other disposition of their
collateral, the Debtors will not sell, transfer, lease or otherwise
dispose of any portion of the collateral without the consent of the
Lenders.  The DIP Lender and the Prepetition Lender will have the
unqualified right to credit bid any amount up to the full amount of
their claims in any sale of any or all of the DIP Collateral under
or pursuant to (i) Section 363 of the Bankruptcy Code, (ii) any
plan of reorganization or plan of liquidation under Section 1129 of
the Bankruptcy Code, or (iii) Section 725 of the Bankruptcy Code.
The DIP Lender will be given the opportunity to submit a bid as
"stalking horse bidder" with a credit bid of any or all unpaid
amounts under the DIP Facility.

The DIP Lien and DIP Superpriority Claim will not apply to up to
the first $200,000 in aggregate proceeds of automobiles, vans,
trucks, motorcycles, trailers and titled farm vehicles on which the
Pre-Petition Lender did not have perfected Pre-Petition Liens,
which amount is carved out for the sole benefit of the unsecured
creditors of the Debtors' estates.

The DIP Lender's lien on the proceeds of "commercial tort
claims"/ claims and causes of action under Sections 502(d), 544,
545, 547, 548, 550 and 553 of the Bankruptcy Code will be capped at
60% of such proceeds, net of costs, with the remaining 40%
designated and carved out for the sole benefit of the unsecured
creditors of the Debtors' estates.

An interim hearing on the DIP Financing Motion was held Nov. 20,
2015, and a final hearing was concluded Jan. 14, 2016.

                        Committee's Objection

The Court overruled all unresolved objections to the relief
requested in the DIP Motion.

In its objection, the Official Committee of Unsecured Creditors
said it understands the Debtors' need for postpetition financing
but cited these objectionable provisions:

   * Credit Bidding Rights. The "unqualified" right to credit bid
without any right to object or challenge granted to Waterton as the
DIP Lender in the Credit Agreement and Orders should not be
approved.  The determination of any such rights should be deferred
until bid procedures and an asset sale process is sought by the
Debtors, parties-in-interest are afforded the opportunity to be
heard, and the situation for invocation of the credit bid rights
are fully known.

   * Stalking Horse Rights. Waterton is afforded the right for its
credit bid to act as the "stalking horse bid".  The granting of
this right to Waterton as part of the DIP loan is likely to have a
chilling effect on any attempt to sell assets under a § 363 asset
sale process.

   * Assignment of Credit Bid Rights. The right of Waterton to
assign its rights to credit bid to a third party is not acceptable.
Even if this provision is clarified to make the right assignable
only to a subsequent holder of the debt, the particular
circumstances of the assignee and the transfer may make
modification of credit bidding rights appropriate.

   * Right of First Refusal. The Interim Order provides a right of
first refusal in favor of Waterton to acquire any assets of its
choosing and to credit bid to do so.  Such a right of first refusal
creates a lock upon the assets in favor of Waterton.

   * Bid Procedure Veto. The Interim Order provides that all bid
procedures must be acceptable to Waterton, giving it a veto power
over the bid procedures.  Bid procedures should be determined by
this Court upon motion, not by Waterton.

   * Lien in Unencumbered Assets. The granting of a post-petition
lien in all assets, including titled vehicles, tractors, and
trailers as to which Waterton's lien was not listed on the titles,
gives Waterton a lien in assets that otherwise would be available
to unsecured creditors.

   * Super Priority Claim. The super priority claim status granted
under Sec. 364(c)(1) should not apply to assets that are left
unencumbered, again to ensure the unsecured creditors some return
in the cases.

   * Priority as to Approved Administrative Expenses. The super
priority claim provided to Waterton both for adequate protection
and as DIP Lender is subject only to the Carve Out.  Any super
priority claim should also not be senior to those administrative
expenses that are incurred and paid pursuant to the allowed budget
in the ordinary course of business and should not be senior to any
administrative expenses that are approved for payment to
professionals or others pursuant to the allowed budget.

   * Fee Review. The Orders provide that any fees and costs
incurred by Waterton can be paid by the Debtors without review by
the Committee or any other party in interest.  The Final Order
should provide that the Committee will be provided with adequate
information to evaluate these fees and expenses and that the
Committee will have the right to object to the payment of all
Waterton's fees, such objections to be determined by the Court.

   * Lien on Proceeds of Avoidance Actions. The Committee objects
to granting Waterton a lien on "proceeds" of Sec. 547, 548, and 550
(even excluding 549) actions.  This is the same as a lien in the
avoidance actions themselves.  There are gross payments in excess
of $1.7 million that occurred within 90 days pre-petition. The
Debtors representatives admitted at the 341 meeting of creditors
that the Debtors were more than 90 days behind with most of its
vendors and creditors and that COD or other similar
terms were frequently required.  Many of these payments may be
subject to avoidance as preferences.  There are also significant
(perhaps as high as $8.0 to $9.0 million) intercompany transfers
and book entry transactions which may be avoidable.

   * Possible Avoidance. There is no disclosure of the possible
fraudulent transfer of a security interest in Debtor CR Montana
Corporation's assets to Waterton in January 2014 and the guarantee
signed by that Debtor.  Granting a lien at this stage would
insulate Waterton from the effect of the avoidance of its own
lien.

   * The Challenge Period. The Orders unduly restrict the
Committee's ability to investigate Waterton's liens and claims as
well as any other potential causes of action against Waterton by
imposing a 60-day review and challenge period (the "Challenge
Period") measured from the day of appointment of the Committee.
The Committee requests a 75-day period with the right to request
additional time for good cause shown.

   * Standing. The Orders do not provide standing to the Committee
to pursue a challenge to the liens or to pursue causes of action
against Waterton.  The Orders should clearly provide the
Committee's standing to challenge any and all prepetition liens
granted to Waterton, including the lien taken by it prepetition in
debtor CR Montana Corporation's assets as well as the guarantee
from that entity.

   * Carve Out and Budgeted Amount for Committee Counsel. The
Interim Order sets the carve-out amounts for Committee fees at
$25,000 per month and $50,000 for the challenge amount.  However
the Motion and Cash Collateral Budget are inconsistent.  The Final
Order should be consistent with the monthly amount of $30,000 as
set forth in the Cash Collateral Budget.  In addition, the Cash
Collateral Budget does not contain a line item for the $50,000
challenge amount.

   * Section 506(c) Waiver. The Orders provide that no expenses of
administration should be charged against Waterton's Prepetition
Collateral or the Adequate Protection Collateral under Sec. 105 or
Sec. 506(c).  This waiver under Sec. 506(c) of the Bankruptcy Code
is not generally allowed under the Local Rules absent a showing of
good cause.

   * Reports.  The Orders provide that the Debtors shall timely
furnish the DIP Lender with each Weekly Actuals Report, Updated
Budget, Approved Budget Variance Report and other calculations
required by the DIP Credit Agreement, including financial
statements.  The Final Order should provide to require the Debtors
to deliver the same reports to the Committee on the same terms as
Debtors are required to provide this information to the DIP
Lender.

The Committee's attorneys:

         Christian C. Onsager, Esq.
         Michael J. Guyerson, Esq.
         Gabrielle Palmer, Esq.
         ONSAGER | GUYERSON | FLETCHER | JOHNSON
         1801 Broadway, Suite 900
         Denver, CO 80202
         Tel: (720) 457-7061
         Fax: (303) 512-1129
         E-mail: consager@OGFJ-law.com
                 mguyerson@OGFJ-law.com
                 gpalmer@OGFJ-law.com

                        About Atna Resources

Headquartered in Lakewood, Colorado, Atna Resources Ltd. --
http://www.atna.com/-- is engaged in all phases of the mining
business, including exploration, preparation of pre-feasibility and
feasibility studies, permitting, construction and development,
operation and final closure of mining properties.  

The Company owns or controls various properties with gold
resources.  The Company's production property includes Briggs Mine
California and Pinson Mine Property, Nevada.  The Company's
development properties include Mag Pit at Pinson; Columbia Project,
Montana and Briggs Satellite Projects, California.  Its exploration
properties include Sand Creek Uranium Joint Arrangement, Wyoming;
Blue Bird Prospect, Montana and Canadian Properties, Yukon and
British Columbia.  Its Closure Property is Kendall, Montana.  The
Briggs mine is located on approximately 156 unpatented claims,
including approximately 15
mill site claims, covering over 2,890 acres.  The Company's Pinson
Mine Property is located in Humboldt County, Nevada, over 30 miles
east of Winnemucca.

Atna Resources, Inc. and its direct and indirect subsidiaries filed
Chapter 11 bankruptcy petitions (Bankr. D. Colo. Proposed Lead Case
No. 15-22848) on Nov. 18, 2015.  The petitions were signed by
Rodney D. Gloss as vice president & chief financial officer.  

Atna also sought ancillary relief in Canada pursuant to the
Companies' Creditors Arrangement Act in the Supreme Court of
British Columbia in Vancouver, Canada.

In its Chapter 11 petition, Atna estimated assets in the range of
$10 million to $50 million and liabilities of $50 million to $100
million.  

Squire Patton Boggs (US) LLP serves as counsel to the Debtors.

On Dec. 14, 2015, the Office of the United States Trustee for the
District of Colorado appointed a statutory committee of unsecured
creditors in the Chapter 11 Cases.  The Committee tapped Onsager |
Guyerson | Fletcher | Johnson as attorneys.


ATNA RESOURCES: Intends to Complete Sale or Plan by May 2016
------------------------------------------------------------
Atna Resources, Inc., et al., at the end of January filed a motion
asking the Bankruptcy Court to establish procedures that will
govern the conduct of a process to identify potential restructuring
alternatives and options to maximize the value of the Debtors'
assets.

The Debtors filed the Chapter 11 cases in order to pursue a
flexible restructuring process with the goal of maximizing the
recovery for their estates and creditors.  Specifically, the
Debtors are seeking to either consummate a sale of substantially
all or a portion of their assets or raise debt or equity capital
and consummate a plan of reorganization.

Accordingly, the Debtors have filed proposed procedures designed to
help facilitate (i) the ongoing marketing process that began in
earnest pre-petition, (ii) the selection and execution of the
specific transaction(s) resulting from the marketing process, and
(iii) the consummation of a sale of substantially all of the
Debtors' assets, or a portion thereof, and/or the consummation of a
plan of reorganization that resolves the cases.

Prior to the Petition Date, the Debtors conducted a marketing
process with the assistance of their investment banker, Maxit
Capital LP, pursuant to which the Debtors sought proposals for
equity capital, debt financing and/or asset sale transactions. That
prepetition marketing process did not result in any proposals by
third parties but did establish a framework for completing the
Transaction Process in chapter 11.

The Debtors submit that, with (i) the benefit of the automatic stay
and other powers and protections afforded to them under the
Bankruptcy Code, (ii) the additional time they have to address
various technical and operational challenges relating to the Briggs
and Pinson mine projects, and (iii) the support of their
prepetition and post-petition secured lender, Waterton Precious
Metals Fund II Cayman, L.P., they will conduct a post-petition
marketing process, led by Maxit, that should result in one or more
viable transaction proposals, which will ultimately maximize the
value of the Debtors' estates.

While the Debtors seek approval of the Transaction Process, the
Motion does not seek approval of any particular transaction at this
juncture.  If and when the Debtors determine to pursue a particular
restructuring alternative, whether a sale of substantially all or a
portion of their assets or the confirmation of a plan of
reorganization, the Debtors will file a motion seeking appropriate
relief.

The Debtors obtained a $4 million DIP financing facility to fund
their reorganization efforts.  While the DIP Order does not include
any sale or other milestones, the maturity date for the DIP
Facility is May 18, 2016.  Thus, absent an extension of such
deadline, the Debtors must identify and execute their restructuring
strategy in advance of that deadline.

The Debtors, in consultation with Maxit and their other advisors,
propose the following proposed procedures and timeline:

   * Marketing Efforts. Starting on the Petition Date, Maxit has
commenced its postpetition marketing efforts and has contacted, and
will continue to contact, all Potential Transaction Parties who are
or potentially may be interested in purchasing some or all of the
Debtors' assets, either individually or as a package, or in
engaging in any other form of restructuring, reorganization, sale,
merger, disposition or other transaction (a "Transaction").

   * Initial Letters of Intent. Potential Transaction Parties will
be required to submit a non-binding initial letter of intent (a
"Letter of Intent") to the Debtors by no later than March 3, 2016.
The Debtors will provide copies of all Letters of Intent received
to counsel for the Committee.

   * Selection of Transaction. The Debtors will consult with
Waterton and the Committee on or before March 11, 2016, and
determine, with input from Waterton and the Committee, whether to
pursue a plan-based Transaction (a "Plan Transaction"), a
sale-based Transaction pursuant to section 363 of the Bankruptcy
Code (a "Sale Transaction"), or a combination thereof.

   * Plan Transaction. If the Debtors determine to pursue a Plan
Transaction, the Debtors will (i) file a support agreement with the
plan sponsor (to the extent necessary or desirable), a plan of
reorganization and a disclosure statement, each in form and
substance reasonably satisfactory to Waterton and otherwise in
compliance with the DIP Order, on or before March 14, 2016, (ii)
schedule a hearing with the Court (the "Disclosure Statement
Hearing") to approve the support agreement and the disclosure
statement on or before April 1, 2016, (iii) schedule a hearing with
the Court (the "Confirmation Hearing") to confirm the plan of
reorganization during the week starting on May 2, 2016, and (iv)
consummate the plan of reorganization and exit from bankruptcy on
or before May 13, 2016.

   * Sale Transaction. If the Debtors determine to pursue a Sale
Transaction, the Debtors will (i) file a bidding procedures and
sale motion, in form and substance reasonably acceptable to
Waterton and otherwise in compliance with the DIP Order, on or
before March 25, 2016, which will, among other things, (A) set a
timetable for the sale of the Debtors' assets, or a portion
thereof, (B) set a deadline by which prospective bidders must
submit a binding written bid with a deposit on or before April 28,
2016, (C) provide that the Debtors will deliver to Waterton and the
Committee copies of all bids received, (D) set guidelines to
determine "qualified bidders" and "qualified bids," (E) schedule an
auction of the Debtors' assets, or a portion thereof, on or before
May 2, 2016, and (F) schedule a hearing to approve the sale of the
Debtors' assets, or a portion thereof, on or before May 5, 2016,
and (ii) close the Sale Transaction on or before May 13, 2016.  The
Debtors may pursue a Sale Transaction for the sale of all of the
Debtors' assets, or a portion thereof, with a selected stalking
horse bidder.  The Debtors reserve the right to seek approval of a
Sale Transaction by private sale without the need for an auction if
the Debtors, upon consultation with Waterton and the Committee,
determine that such action is appropriate.

Attorneys for the Debtors:

         Andrew M. Simon, Esq.
         Stephen D. Lerner, Esq.
         SQUIRE PATTON BOGGS (US) LLP
         221 E. Fourth Street, Suite 2900
         Cincinnati, OH 45202
         Tel: (513) 361-1200
         Fax: (513) 361-1201
         E-mail: Andrew.simon@squirepb.com
                 Stephen.lerner@squirepb.com

                 - and -

         Nava Hazan, Esq.
         SQUIRE PATTON BOGGS (US) LLP
         30 Rockefeller Plaza, 23rd Floor
         New York, NY 10112
         Tel: (212) 872-9800
         Fax: (212) 872-9815
         E-mail: Nava.hazan@squirepb.com

                 - and -

         Aaron A. Boschee, Esq.
         SQUIRE PATTON BOGGS (US) LLP
         1801 California Street, Suite 4900
         Denver, CO 80202
         Tel: (303) 830-1776
         Fax: (303) 894-9239
         E-mail: Aaron.boschee@squirepb.com

                        About Atna Resources

Headquartered in Lakewood, Colorado, Atna Resources Ltd. --
http://www.atna.com/-- is engaged in all phases of the mining
business, including exploration, preparation of pre-feasibility and
feasibility studies, permitting, construction and development,
operation and final closure of mining properties.  

The Company owns or controls various properties with gold
resources.  The Company's production property includes Briggs Mine
California and Pinson Mine Property, Nevada.  The Company's
development properties include Mag Pit at Pinson; Columbia Project,
Montana and Briggs Satellite Projects, California.  Its exploration
properties include Sand Creek Uranium Joint Arrangement, Wyoming;
Blue Bird Prospect, Montana and Canadian Properties, Yukon and
British Columbia.  Its Closure Property is Kendall, Montana.  The
Briggs mine is located on approximately 156 unpatented claims,
including approximately 15
mill site claims, covering over 2,890 acres.  The Company's Pinson
Mine Property is located in Humboldt County, Nevada, over 30 miles
east of Winnemucca.

Atna Resources, Inc. and its direct and indirect subsidiaries filed
Chapter 11 bankruptcy petitions (Bankr. D. Colo. Proposed Lead Case
No. 15-22848) on Nov. 18, 2015.  The petitions were signed by
Rodney D. Gloss as vice president & chief financial officer.  

Atna also sought ancillary relief in Canada pursuant to the
Companies' Creditors Arrangement Act in the Supreme Court of
British Columbia in Vancouver, Canada.

In its Chapter 11 petition, Atna estimated assets in the range of
$10 million to $50 million and liabilities of $50 million to $100
million.  

Squire Patton Boggs (US) LLP serves as counsel to the Debtors.

On Dec. 14, 2015, the Office of the United States Trustee for the
District of Colorado appointed a statutory committee of unsecured
creditors in the Chapter 11 Cases.  The Committee tapped Onsager |
Guyerson | Fletcher | Johnson as attorneys.


BERNARD L. MADOFF: Feeder Renews Bid to Meddle in $55M PwC Deal
---------------------------------------------------------------
Jody Godoy at Bankruptcy Law360 reported that the trustee for two
defunct Madoff feeder funds asked a New York federal judge on Feb.
9, 2016, to reconsider his ruling denying the trustee's bid to
intervene in a $55 million deal settling investors' claims that
PricewaterhouseCoopers LLP negligently overlooked signs of the
massive Ponzi scheme.

The trustee for the Greenwich Sentry and Greenwich Sentry Partners
funds said U.S. District Judge Victor Marrero had made a mistake in
his ruling denying the motion to intervene.

                     About Bernard L. Madoff

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims.  As of December
2015, the SIPA Trustee has recovered more than $10.91 billion and
has distributed approximately $9.16 billion, including $833
million
in committed advances from the Securities Investor Protection
Corporation (SIPC).


BH SUTTON MEZZ: Eastdil to Auction Off Assets; Bid Due Feb. 24
--------------------------------------------------------------
Sutton 58 Associates has engaged Eastdil Secured LLC to offer for
sale at a public auction all right, title and interest of BH Sutton
Mezz LLC, in, to, and under, 100% of the limited liability company
membership interest in Sutton 58 Owner LLC, together with all of
the other subject collateral.

The sale will take place at 11:00 a.m., on Feb. 29, 2016, at the
offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the
Americas in in New York, New York.  At the sale, the membership
interest will be offered as a single asset and not in parts or as
separate assets.  All interested prospective purchasers are invited
to attend and bid at the sale.

Each prospective bidder must provide an earnest money deposit in
the form of a money order, certified or cashier's check made
payable to Sutton 58 Associates for not less than $1 million, and
written evidence of its financial and other qualifications to
Eastdil no later than 4:00 p.m. (New York Time) on Feb. 24, 2016.
The deposit will be returned if the person making the deposit is
not the successful bidder.

BH Sutton owns 100% of the limited liability company membership
interest in Sutton 58 Owner, which owns certain real estate located
428, 430, and 432 East 58th Street in New York, New York, and
related property.

Prospective bidders may obtain additional information by
contacting:

   Douglas L. Harmon
    Senior Managing Director
   Adam J. Spies
    Senior Managing Director
   Jean Celestin, Jr.
    Managing Director
   EASTDIL SECURED LLC
   40 West 57th Srteet, 22nd Floor
   New York, NY 0019
   Tel: 212-315-7200
   Fax: 212-315-3602
   Email: Sutton58@eastdilsecured.com


BLOOMING TERRACE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Blooming Terrace, LLC
        2399 Blake Street, Suite 110
        Denver, CO 80205

Case No.: 16-11180

Chapter 11 Petition Date: February 16, 2016

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

Judge: Hon. Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN GARBER, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Army C. Harmon, manager.

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


BUDD COMPANY: UAW Objects to Modification of Retiree Benefits
-------------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America ("UAW") objected to the
motion filed by debtor The Budd Company, Inc. with the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, seeking the modification of UAW Retiree Benefits.

UAW contends that the case has always been about two things --
retirement benefits and the settlement of potential claims against
ThyssenKrupp North America, Inc. ("TKNA") and ThyssenKrupp AG
("TKAG").  UAW further contends that prior to Petition Date, the
Debtor operated no business for seven years.  It relates that the
Debtor's last material asset, Waupaca Foundry, Inc., was sold at
the direction of TKNA and TKAG in May 2012.  It further relates
that on the Petition Date, he Debtor filed an expedited motion
seeking approval of a sweetheart settlement with TKNA ("First TKNA
Settlement") that would have left little to satisfy Retiree
Benefits.  UAW tells the Court that, that effort failed primarily
through the efforts of the UAW, then allied with the Committee of
Executive and Administrative Retirees ("E&A Committee"), both of
which rightly believed, that the First TKNA Settlement was a thinly
veiled attempt to allow TKNA to achieve broad releases from
substantial claims for the equivalent of a song.

The UAW contends that the Debtor's Motion seeking the substantial
reduction of Retiree Benefits was filed as a part of the Debtor's
effort to obtain approval of a new settlement with TKNA, which is
built around the Third Amended Plan, and which dictates the
allocation of funds between the UAW Retirees and the E&A Retirees
to address Retiree Benefits issues.  The UAW further contends that
it vigorously opposes the New TKNA Settlement and will, to the
extent the Plan proceeds, prosecute its objection as part of its
opposition to the Plan.

The UAW asserts that regardless of the defects of the Plan and the
New TKNA Settlement, the Debtor's Motion fails to meet the
requirements of Section 1114 and must be rejected, for the
following reasons:

     (1) The Debtor did not make a qualifying Section 1114 proposal
to the UAW until January 6, 2016, the same day on which the Debtor
filed its Motion.

     (2) The Debtor has not provided the UAW with the information
necessary for it to evaluate or respond to the proposal, nor has
the Debtor made itself available for substantive meetings with the
UAW in the time since January 6.

     (3) The proposal is neither fair nor equitable, as it
blatantly treats the UAW Retirees as second-class citizens, giving
them a recovery of approximately 60%, while the E&A Retirees would
recover in excess of 90%. At the same time, the New TKNA Settlement
provides Debtor releases to TKNA and 20 additional parties, even
though only TKNA is to provide any consideration to the Debtor.

    (4)  The Debtor has utterly failed to negotiate with the UAW in
good faith.

                 Retiree Committee Backs Debtors

The Committee of Executive & Administrative Retirees ("Retiree
Committee") believes that the proposed modification to the UAW
Retirees' health and welfare benefits -- i.e., exchanging the
Debtor's obligation to provide retiree benefits for a sum of money
in excess of $575 million -- is necessary to the confirmation of
the Debtor's proposed plan of reorganization.

The Retiree Committee tells the Court that the UAW does not dispute
that the Debtor's less than $300 million in cash will not satisfy
the Debtor's existing retiree benefit obligations to retirees.  The
Retiree Committee further tells the Court that neither does the UAW
dispute that a VEBA is an appropriate mechanism for the UAW
retirees to receive retiree benefits if the 1114 Motion is granted.
The Retiree Committee asserts that the UAW's principal substantive
objections appear to be that the proposed modification is not fair
and equitable because: (a) the TKNA Settlement Agreement is not
rich enough; and (b) the UAW Retirees enjoy stronger "contract
rights" to retiree benefits than the E&A Retirees. The Retiree
Committee further asserts that neither of these objections are
relevant to the Court's determination of the Section 1114 Motion,
nor are they correct.

                          Debtor's Reply

The Debtor relates that the one overriding objection that the UAW
incorporates into virtually all of its arguments is an attack on
the merits of the TKNA Settlement Agreement and, in particular, the
assertion that TKNA is not paying enough. The Debtor further
relates that the issue whether the TKNA Settlement Agreement should
be approved is something to be litigated as part of plan
confirmation and, at that time, the UAW will have a full and fair
opportunity to raise any issues it may have with that settlement.
The Debtor stresses that its Motion simply asks the Court to modify
the Retiree Benefits if and only if, the Plan and TKNA Settlement
are ultimately approved.

                          *     *     *

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is represented by:

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

               - and -

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

The Committee of Executive & Administrative Retirees is represented
by:

          Catherine Steege, Esq.
          Melissa M. Root, Esq.
          Landon S. Raiford, Esq.
          JENNER & BLOCK LLP
          353 North Clark Street
          Chicago, IL 60654-3456
          Telephone: (312)222-9350
          Facsimile: (312)527-0484
          E-mail: csteege@jenner.com
                 mroot@jenner.com
                 lraiford@jenner.com

The Budd Company is represented by:

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

                      About The Budd Company

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

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

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

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

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

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

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


CHAPARRAL ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S.-based oil and gas exploration and production company
Chaparral Energy Inc. to 'CCC-' from 'CCC+'.  The outlook is
negative.

At the same time, S&P lowered its issue-level rating on the
company's unsecured debt to 'CC' from 'CCC'.  The recovery rating
is '5', indicating S&P's expectation of modest (10% to 30%, upper
half of the range) recovery in the event of a payment default.

"The downgrade reflects the increased risk that Chaparral could
elect to file for chapter 11 and/or restructure its debt following
the draw-down on its credit facility," said Standard & Poor's
credit analyst Michael Tsai.

S&P expects that the company could skip its next interest payment
on its senior unsecured notes due March 1, 2016.  Additionally, S&P
expects the borrowing base on the company's reserve-based lending
facility to decrease in the spring, which will cause the company to
be overdrawn.

The negative outlook on Chaparral Energy reflects the likelihood
the company could default on its debt, including the upcoming
interest payment on its senior unsecured notes on March 1, 2016.

Although unlikely given S&P's current expectations, it could
consider raising the rating if it expects the company will be able
to pay all debt obligations in full and on time.


CHIEF POWER: S&P Puts 'BB' Secured Debt Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on Chief
Power Finance LLC's senior secured debt on CreditWatch with
negative implications.  The '1' recovery rating on this debt,
indicating expectations for very high (90% to 100%) recovery in a
payment default, is unchanged for now.

"The CreditWatch placement is based on the potential for financial
performance to weaken materially due to lower power prices in the
PJM Interconnection power market," said Standard & Poor's credit
analyst Terry Pratt.  Persistently low natural gas prices have
significantly reduced power prices in the PJM energy market, which
will negatively affect Chief Power's financial performance. Natural
gas prices have declined since S&P's last review in May 2015.
Standard & Poor's Ratings Services lowered its natural gas price
assumptions in January 2016, to $2.50/mmBtu in 2016, $2.75 in 2017,
and $3 in 2018.  Natural gas prices are highly correlated to power
prices in Chief Power's market since the marginal production units
are natural gas-fired.  Coal-fired plants are more exposed to
financial underperformance when natural gas prices decline because
they earn lower revenue while coal fuel prices don't typically
decline enough to offset the revenue loss.

S&P expects to resolve the CreditWatch on Chief Power once S&P
concludes its forecast of revenues and the cost of production
profile based on S&P's current commodity prices assumptions.  S&P
will also take into account any changes to the long-term major
maintenance and capital expenditures profile that might occur due
to the significant potential for lower earnings.


CHS/COMMUNITY: Accts Receivable Charge No Impact on Moody's CFR
---------------------------------------------------------------
Moody's Investors Service commented that CHS/Community Health
Systems, Inc. announcement that it has recognized a $169 million
charge related to a change in estimate in accounting for the
provision for bad debt is credit negative.  However, there is no
change to Community's ratings, including its B1 Corporate Family
Rating or B1-PD Probability of Default Rating. The rating outlook
remains negative.

CHS/Community Health Services, Inc., headquartered in Franklin,
Tennessee, is an operator of general acute care hospitals in
nonurban and mid-sized markets throughout the US.  Community
recognized approximately $19.4 billion in revenue for the year
ended Dec. 31, 2015.


CIPHERLOC CORP: MaloneBailey Expresses Going Concern Doubt
----------------------------------------------------------
MaloneBailey, LLP, in a report addressed to the board of directors
and stockholders of Cipherloc Corporation on February 4, 2016,
expressed substantial doubt about the company's ability to continue
as a going concern.  The firm audited the consolidated balance
sheet of the company as of September 30, 2015, and the related
consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the year then ended.

MaloneBailey noted that the company has a working capital deficit
and has incurred recurring losses, which raises substantial doubt
about its ability to continue as a going concern.

Cipherloc Chairman, Chief Executive Officer and President Michael
De La Garza and Chief Financial Officer, Secretary and Treasurer
Eric Marquez, in a regulatory filing with the U.S. Securities and
Exchange Commission on February 4, 2016, continued that the company
has incurred losses from operations, has an accumulated deficit at
September 30, 2015 of $43,138,826 and needs additional cash to
maintain its operations.

"These factors raise doubt about the company's ability to continue
as a going concern.  The accompanying consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.  The company's continued existence
is dependent upon management's ability to develop profitable
operations, continued contributions from the company's executive
officers to finance its operations and the ability to obtain
additional funding sources to explore potential strategic
relationships and to provide capital and other resources for the
further development and marketing of the company's products and
business," the officers pointed out.

In another audit report signed by GBH CPAs, PC on December 29,
2014, the firm related that the company has a working capital
deficit and has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.  The firm has audited the
consolidated balance sheet of the company as of September 30, 2014,
and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the year then
ended.

At September 30, 2015, the company had total assets of $1,996,638,
total liabilities of $2,225,963 and total stockholders' deficit of
$229,325.

For the year ended September 30, 2015, the company incurred a net
loss of $13,758,100 as compared with a net loss of $2,838,461 for
the year ended September 30, 2014.

A full-text copy of the company's annual report, as amended, is
available for free at: http://tinyurl.com/he9qqxp

Cipherloc Corporation, formerly National Scientific Corporation, is
a technology and services based solutions company, headquartered in
Henderson, Nevada.  The company has introduced a new type of
encryption technology with five international patents and two US
patents pending and is believed to be the industry's first
"Polymorphic Cipher Engine", called CipherLoc(R).



CTI FOODS: Moody's Retains B3 CFR Over Acquisition of Liguria
-------------------------------------------------------------
Moody's Investors Service said that CTI Foods Holding Co., LLC's
acquisition of Liguria Foods is a credit positive, but it does not
immediately affect the company's B3 Corporate Family Rating or
stable rating outlook.

CTI Foods Holding Co., LLC, headquartered in Wilder, Idaho, through
its subsidiaries manufactures food products primarily for the quick
service restaurant industry.  CTI's principal products include
pre-cooked taco meat, steak and chicken fajita meat, pre-cooked and
uncooked hamburger patties, soups, pepperoni, sausages, sauces and
dehydrated beans.  CTI was purchased by Thomas H. Lee Partners and
Goldman Sachs Merchant Banking Division in May 2013 for
approximately $690 million.  During the twelve month period ended
Sept. 12, 2015, pro forma for the acquisition of Liguria, the
company generated roughly $1.4 billion in revenues.


CUBIC ENERGY: Wells Fargo Reports 9.88% Equity Stake
----------------------------------------------------
Wells Fargo & Company disclosed in a SCHEDULE 13G Amendment No. 13
filed with the Securities and Exchange Commission that it may be
deemed to beneficially own 8,500,400 shares or roughly 9.88% of
Cubic Energy Inc. common stock.

The Schedule 13G was filed by Wells Fargo & Company on its own
behalf and on behalf of subsidiary, Wells Fargo Energy Capital,
Inc.

Wells Fargo may be reached at:

     Michael J. Choquette
     WELLS FARGO & COMPANY
     420 Montgomery Street
     San Francisco, CA 94104

                    About Cubic Energy

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

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

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


DIOCESE OF GALLUP: Legal and Professional Costs Soar to $3.5M
-------------------------------------------------------------
Olivier Uyttebrouck at the Alburquerque Journal reported that legal
and professional costs in the Diocese of Gallup's Chapter 11
bankruptcy case exceeded $3.5 million through Dec. 31, new filings
in the case show.

An Arizona law firm representing the diocese, Quarles & Brady LLP
of Tucson, is seeking fees and expenses totaling $1,994,521,
according to a disclosure statement filed this month.

A Los Angeles firm, Pachulski, Stang, Ziehl & Jones LLP, is seeking
payment for $1,060,274 in fees and expenses.  The firm represents
57 alleged victims of sexual abuse by priests who have filed claims
in the case.

Most legal costs will remain unpaid until a reorganization plan has
been approved by presiding U.S. Bankruptcy Judge David T. Thuma.

The diocese so far has made payments of $46,433 to Insurance
Archaeology Group of Tucson and $22,100 to Estate Valuation
Consultants Inc. of Albuquerque.

Attorneys agreed on the financial terms of a settlement in
mediation talks in December, but details of the plan remain under
discussion.

                   About The Diocese of Gallup

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The Diocese of Gallup became one of 13 U.S. dioceses that have
filed for bankruptcy in response to civil lawsuits filed against
the diocese on behalf of alleged victims of sexual abuse by
priests.

The petition shows assets and debt both less than $1 million.


ENERGY FUTURE: Luminant Ends Mining Operations in April
-------------------------------------------------------
Lynda Stringer, writing for The Daily Tribune in Mount Pleasant,
Texas, reported that employees of Luminant Mining Company are
receiving official notices that operations at its Winfield and
Thermo mines are ending for good in April.

"We announced this originally in the fall of 2014. At that time, we
said that we would be ending mining at the Thermo and Winfield
mines, but we thought we would be done in the fourth quarter of
2015 and it ended up being the first quarter of 2016," said Brad
Watson, Luminant's senior director of corporate communications,
according to the Daily Tribune. "So, in that regard, this isn't
something new. It is a culmination of a process that started in
2014."

Luminant's parent company is Energy Future Holdings.

Luminant sent out notices to its employees in accordance with the
Worker Adjustment and Retraining Notification Act (WARN).

                       About Energy Future

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

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

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

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

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

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

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

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

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

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


ENERGY XXI: Consults PJT and Vinson & Elkins on Restructuring
-------------------------------------------------------------
Energy XXI LTD disclosed in its Form 10-Q report filed with the
Securities and Exchange Commission on Tuesday that the Company this
month engaged PJT Partners as a financial advisor and Vinson &
Elkins L.L.P. as a legal advisor to advise management and its Board
of Directors regarding potential strategic alternatives such as a
refinancing or restructuring of its indebtedness or capital
structure or seeking to raise additional capital through debt or
equity financing to address its liquidity issues and high debt
levels.

"We cannot assure that any refinancing or debt or equity
restructuring would be possible or that additional equity or debt
financing could be obtained on acceptable terms, if at all. We are
also focused on long-term recurring cost reductions and the
identification of non-core assets for potential sale. We cannot
assure that any of these efforts will be successful or will result
in cost reductions or additional cash flows or the timing of any
such cost reductions or additional cash flows," the Company said.

"Absent a material improvement in oil and gas prices or a
refinancing or some restructuring of our debt obligations or other
improvement in liquidity, we may seek bankruptcy protection to
continue our efforts to restructure our business and capital
structure and may have to liquidate our assets and may receive less
than the value at which those assets are carried on our
consolidated financial statements," the Company added.

Energy XXI Ltd was incorporated in Bermuda on July 25, 2005.  With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf.  It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".

The Company lists total assets of $1,764,237,000 and total
liabilities of $4,381,300,000 at Dec. 31, 2015.


ENERGY XXI: S&P Lowers CCR to 'D' on Missed Interest Payment
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on oil and gas exploration and production company Energy
XXI Ltd. and its subsidiary EPL Oil & Gas to 'D' from 'CCC+'.

S&P also lowered the issue-level rating on the company's
second-lien debt to 'D' from 'B-'.  The recovery rating on the
second-lien debt remains '2', indicating S&P's expectation of
substantial (70% to 90%, lower end of the range) recovery in the
event of default.  S&P lowered the rating on the company's
unsecured debt to 'D' from 'CCC-'.  The recovery rating remains
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in the event of default.

At the same time, S&P lowered the issue-level rating on subsidiary
EPL Oil & Gas' debt to 'D' from 'CCC'.  The recovery rating remains
'5', indicating S&P's expectation of modest (10% to 30%, lower end
of the range) recovery in the event of a default.

"The 'D' rating reflects Energy XXI's announcement that it has
elected not to make the interest payment on its 8.25% senior notes
due 2018, and our belief that the company will not make this
payment before the 30-day grace period ends," said Standard &
Poor's credit analyst Michael Tsai.  "We believe the company will
likely reorganize under Chapter 11," he added.

The company has also disclosed that it has retained PJT Partners
L.P. as its financial advisor and Vinson & Elkins LLP as its legal
advisor to explore options to reduce overall leverage.


ENERGY XXI: Skips $8.8M Interest Payment on 2018 Sr Notes
---------------------------------------------------------
Energy XXI LTD disclosed in its Form 10-Q report filed with the
Securities and Exchange Commission on Tuesday that, "As a result of
the commodity price decline, we will continue to evaluate our
ability to make the debt payments as they become due and to meet
the additional supplemental bonding requirements of the BOEM and
our surety companies' requirements to provide additional cash
collateral for such existing and future bonds in light of our
liquidity constraints."

The Company on February 16, 2016, elected to enter into the 30-day
grace period under the terms of the indenture governing EPL Oil &
Gas, Inc.'s outstanding 8.25% Senior Notes due February 2018 to
extend the timeline for making the cash interest payment to March
17, 2016.

The aggregate amount of the interest payments is approximately $8.8
million. During the 30-day grace period, the Company will work with
its debt holders regarding its ongoing effort to develop and
implement a comprehensive plan to restructure its balance sheet.

"The election to enter into the 30-day grace period under the terms
of the indenture governing the 8.25% Senior Notes constitutes a
default; however, it does not constitute an Event of Default under
the indenture governing our 8.25% Senior Notes or the Revolving
Credit Facility," the Company explained. "As a result of this
default, certain restrictions have been placed on the Company,
including but not limited to, its ability to incur additional
indebtedness, draw on the Revolving Credit Facility and issue
additional letters of credit.

The Company has 30 days to cure the default by making the required
interest payment that was due on February 16, 2016. Alternatively,
the Company may restructure the debt with its creditors.

On March 17, 2016, if the interest payment default is not cured,
the default would be considered an Event of Default and the trustee
or the holders of at least 25% in aggregate principal amount of
then outstanding 8.25% Senior Notes may declare the principal and
accrued interest for all outstanding 8.25% Senior Notes due and
payable immediately. An Event of Default would also trigger cross
defaults in the Company's other debt obligations. An Event of
Default would have a material adverse effect on the Company's
liquidity, financial condition and results of operations.

"Absent a material improvement in oil and gas prices or a
refinancing or some restructuring of our debt obligations or other
improvement in liquidity, we may seek bankruptcy protection to
continue our efforts to restructure our business and capital
structure and may have to liquidate our assets and may receive less
than the value at which those assets are carried on our
consolidated financial statements," the Company added.

Energy XXI Ltd was incorporated in Bermuda on July 25, 2005.  With
its principal operating subsidiary headquartered in Houston, Texas,
Energy XXI is engaged in the acquisition, exploration, development
and operation of oil and natural gas properties onshore in
Louisiana and Texas and in the Gulf of Mexico Shelf.  It is listed
on the NASDAQ Global Select Market under the symbol "EXXI".

The Company lists total assets of $1,764,237,000 and total
liabilities of $4,381,300,000 at Dec. 31, 2015.


ERICKSON INC: S&P Lowers CCR to 'B-', Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Portland, Ore.–based Erickson Inc. to 'B-' from 'B'.
The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's second lien debt by two notches to 'B-' from 'B+'.  S&P
also revised its recovery rating on the company's second lien debt
to '3' from '2', indicating S&P's expectation for meaningful
(50%-70%; at the high end of the range) recovery in the event of a
default.

"Our downgrade of Erickson reflects its weaker-than-expected
revenues and earnings due to its exposure to the energy sector and
continued reduction in U.S. Department of Defense contracts," said
Standard & Poor's credit analyst Betsy Snyder.  "We expect these
trends to continue, as we foresee oil prices increasing only
modestly through 2017.  We now expect credit metrics to remain
relatively stable, rather than our previous expectations that they
would improve."

Erickson is one of the largest providers of heavy-lift helicopter
services for firefighting, timber harvesting, and on-shore oil and
gas exploration customers, a relatively small niche market.  It
also provides maintenance, repair, and overhaul (MRO) services on
certain types of helicopters.  The company's acquisitions of
Evergreen Helicopters Inc. and Air Amazonia in 2013 bolstered its
service offerings, helped diversify the company's end markets, and
more than doubled its revenues.  However, the company still serves
a somewhat concentrated customer base.  It also faces the risks and
challenges of operating a much larger company in a market where
demand can be somewhat unpredictable and competitive pressures
remain significant.  S&P assess Erickson's business risk profile as
weak.

S&P could lower its rating over the next year if revenues and
earnings remain under pressure, which could be caused by continued
weakness in oil prices, resulting in debt/EBITDA declining to 10x,
and if S&P believes that the company's long-term capital structure
is unsustainable.  Alternatively, S&P could lower the rating if its
view of the company's liquidity profile worsens.

S&P could revise its outlook to stable over the next year if
revenues and earnings exceed our expectations, which could be
caused by new contract wins, resulting in FFO to debt increasing to
at least 8%, and if S&P's view of the company's liquidity improves.


FPMC FORT WORTH: Gets Interim Approval to Use Cash Collateral
-------------------------------------------------------------
FPMC Fort Worth Realty Partners LP received interim approval to use
the cash collateral of Sabra Texas Holdings LP.

The order, issued by U.S. Bankruptcy Judge Mark Mullin, allowed
FPMC to use the cash collateral of its pre-bankruptcy lender to
support its operations.

In return for using the cash collateral, FPMC will grant the lender
"replacement lien" on income earned after Nov. 30, 2015, according
to court filings.

Sabra provided a $66.8 million loan to FPMC prior to its bankruptcy
filing, which is secured by almost all of its assets, including the
Forest Park Medical Center of Fort Worth.

FPMC earns by leasing Forest Park and other properties to another
company, which operates the medical facility.  The properties and
the rents received by FPMC serve as collateral for the loan.

                     About FPMC Fort Worth

FPMC Fort Worth Realty Partners, LP filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 15-44791) on Nov. 30, 2015.
The petition was signed by Todd Furniss as manager of Neal Richards
Group Forest Park Development LLC, its general partner.  Franklin
Hayward LLP represents the Debtor as counsel.  Judge Mark X. Mullin
has been assigned the case.  

Proofs of claims are due by April 7, 2016.


GENERAL MOTORS: Moody's Affirms Ba1 Sr. Note Rating, Outlook Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 unsecured credit
facility rating and the Ba1 senior note rating of General Motors
Company (GM) and also affirmed the Ba1 senior note rating of
General Motors Financial (GMF).  The rating outlook for both GM and
GMF is changed to positive from stable.

                         RATINGS RATIONALE

"The positive outlook for GM reflects our expectation that the
company will continue to strengthen its performance in North
America and Europe, and that it will maintain a strong position in
China.  In addition, we expect that the company will continue to
make progress in building an operating structure that can contend
with the risk inherent in the global automotive sector", said Bruce
Clark, Senior Vice President with Moody's.  The sector's risks
include: pronounced cyclicality; excess capacity; and the intense
competitive pressure posed by as many as 10 auto manufacturers
operating in each of the major regional markets.

Notable areas of progress for GM include achieving an EBIT-adjusted
margin exceeding 10% in North America and preserving a strong
position in China.  In addition GM has maintained a North American
breakeven level that Moody's estimates at 2.3 million units.  The
company's 2015 shipment were 3.6 million units -- a healthy 57%
above this breakeven level.  Importantly, Moody's expects that the
new UAW contract will enable GM to maintain its breakeven level
near this point.

GM has stated its intention to make a $2 billion, debt-funded
discretionary contribution to its US pension plan.  This would
reduce its total pension underfunding from $21 billion to $19
billion, and its US underfunding from $10 billion to $8 billion
(each as of year-end 2015).  Despite this reduction, GM's unsecured
notes, that are issued at the holding company level, will remain
subject to considerable structural subordination relating to the
pension liabilities at the operating company level.  Consequently,
the rating on the notes remains at Ba1, while the company's credit
facility rating, which is not subject to structural subordination,
remains at Baa3.

The positive outlook for GMF results from the positive outlook of
GM's ratings.  GMF's strategic importance to GM as a provider of
critical dealer and consumer auto financing, as well as GM's
explicit and implicit support, tie GMF's ratings to those of its
parent.  GMF's stand-alone credit profile remains unchanged at a
low-Ba level.

GMF has demonstrated solid performance while in the midst of a
meaningful transformation as a captive finance company to GM. Since
its acquisition by GM in 2010, GMF has become increasingly
integrated with its parent, growing its share of related vehicle
sales financing.  Growth within GMF is significant, primarily from
new leasing volumes in addition to loans across the credit spectrum
to GM dealers.  GMF has improved its funding capabilities in new
geographic markets to match the geographic profile of its business.
It has also lowered its use of securitization, as a percentage of
its total funding.  These positive actions are helping the company
to diversify its funding sources.  GMF's challenges continue to be
managing significant portfolio growth and asset performance and
increasing its penetration in commercial lending with GM
dealerships.

Because of the considerable challenges in the automotive sector,
GM's capacity to contend with downside risk will be an important
consideration in any upgrade.  A strong automotive liquidity
profile will be critical to GM's ability to face operational,
competitive or market stress.  At year end 2015 this liquidity
profile stood at $32.5 billion, and consisted of $20.3 billion of
cash, cash equivalents, marketable securities, and $12.2 billion in
committed credit facilities.  In addition to appropriate downside
resilience, further improvement in GM's ratings could be supported
if the company is able to hold its higher profit margins in North
America and to begin generating profits in Europe.  The company
would also need to maintain its solid position in China and a
healthy liquidity profile.  Metrics that could support additional
positive rating action include: EBITA margin above 8%; debt/EBITDA
remaining near 2x; and EBITA/interest approaching 6x.

Downward pressure on GM's ratings could result from an erosion in
the company's US business and brand position, a decision to
increase leverage as part of a more aggressive financial strategy,
or a weak performance for the North American new product
initiative.  Metrics that might indicate pressure on the rating
include: EBITA margin remaining near or below 5%; debt/EBITDA
exceeding 3x; and EBITA/interest below 3.5x.

Affirmations:

Issuer: General Motors Company

  Senior Unsecured Bank Credit Facility (Local Currency), Affirmed

   Baa3
  Senior Unsecured Regular Bond/Debentures, Affirmed Ba1

Affirmations:

Issuer: General Motors Financial Company, Inc.

  Corporate Family Rating, Affirmed Ba1
  Subordinated Shelf, Affirmed (P)Ba2
  Senior Unsecured Shelf, Affirmed (P)Ba1
  Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1
  Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Issuer: General Motors Financial International BV

  Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1
  Senior Unsecured Regular Bond/Debentures, Affirmed Ba1

Issuer: General Motors Financial of Canada, Ltd.

  Senior Unsecured Regular Bond/Debenture, Affirmed Ba1

Outlook Actions:

Issuer: General Motors Company

  Outlook, Changed To Positive From Stable

Issuer: General Motors Financial Company, Inc.

  Outlook, Changed To Positive From Stable

Issuer: General Motors Financial International BV

  Outlook, Changed To Positive From Stable

Issuer: General Motors Financial of Canada, Ltd.

  Outlook, Changed To Positive From Stable

The methodologies used rating General Motors Company were Global
Automobile Manufacturer Industry published in June 2011, Captive
Finance Subsidiaries of Nonfinancial Corporations published in
December 2015 and Finance Companies published in October 2015.  The
principal methodology used in rating General Motors Financial
Company, Inc., General Motors Financial International BV, and
General Motors Financial of Canada, Ltd. was Finance Companies
published in October 2015.


GENESIS TITLE: Case Summary & 14 Unsecured Creditors
----------------------------------------------------
Debtor: Genesis Title Holding Corporation
           dba Genesis Title Holding Co.
        9842 W. 13th Street
        Garden Grove, CA 92844

Case No.: 16-10597

Chapter 11 Petition Date: February 16, 2016

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

Judge: Hon. Erithe A. Smith

Debtor's Counsel: Bert Briones, Esq.
                  RED HILL LAW GROUP
                  38 Corporate Park Ste 31
                  Irvine, CA 92606
                  Tel: 714-733-4455
                  Fax: 714-464-4627
                  Email: ecfmailonly@gmail.com
                         bb@redhilllawgroup.com

Total Assets: $1.05 million

Total Liabilities: $715,448

Largest Unsecured Creditor: Long Term-Care Properties, Inc.,
                            $490,736

The petition was signed by James Z. Hernandez, executive
director/CFO.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-10597.pdf


GENON ENERGY: S&P Affirms 'CCC+' CCR & Revises Outlook to Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit ratings on GenOn Energy Inc. and affiliate GenOn Energy
Holdings Inc. and revised the rating outlook to negative from
stable.

At the same time, S&P affirmed the 'B-' issue ratings on GenOn
Energy Inc.'s $1.95 billion senior unsecured notes.  The recovery
rating on this debt remains '2', indicating expectations for
substantial (70% to 90%, at the low end of the range) recovery in a
payment default.  S&P also affirmed the 'B' issue rating on GenOn
REMA LLC's $641 million pass-through certificates (about $376
million outstanding).  The recovery rating on this debt remains
'1', indicating expectations of very high (90% to 100%) recovery in
a default.

In addition, S&P lowered the issue rating on GenOn Mid-Atlantic
LLC's (GenMA) $770 million of pass-through certificates (about $672
million outstanding) to 'CCC+' from 'B-' and revised the recovery
rating to '3' from '2'.  The '3' recovery rating indicates
expectations for meaningful (50% to 70%, at the high end of the
range) in a default.  S&P also lowered its issue rating on GenOn
Americas LLC's (GenAM) $850 million unsecured notes to 'CCC+' from
'B-' and revised the recovery rating to '3' from '2'. The '3'
recovery rating indicates expectations for meaningful (50% to 70%,
at the high end of the range) in a default.

S&P will provide a more detailed discussion about recovery
prospects in a full Recovery Report to be published shortly.

"GenOn's credit profile has weakened following a progressively
weaker forward power curve due to depressed natural gas prices, and
lower gross margins due to stagnating demand and milder weather
patterns, resulting in a further weakening of financial measures,"
said Standard & Poor's credit analyst Aneesh Prabhu. While the
capacity performance (CP) incremental auctions provide some uplift
in margins, they do not offset the energy margin compression.  This
leads S&P to rely more heavily on the company's liquidity profile;
although in S&P's assessment liquidity is currently adequate, it
will likely revise this assessment to less than adequate by second
half 2016 as a maturity approaches in mid-2017 amid weaker cash
flows.

S&P believes that GenOn is vulnerable under the current forward
curve to default prospects that exceed a one-in-two probability.
Although S&P thinks GenOn has adequate cash balances and is
unlikely to default on obligations before mid-2017, the longer-term
prospects appear unsustainable without favorable business,
financial and economic conditions.  S&P assess GenOn purely on the
merits of its stand-alone credit profile (SACP), with no
enhancement from parent NRG Energy Inc. as S&P considers GenOn
non-strategic to NRG.

S&P notes the headwinds in the merchant power sector that are
resulting in continuing pressure on cash flow.  The negative
outlook on GenOn reflects the continuing pressure on financial
measures, which S&P believes will likely weaken.  S&P thinks GenOn
is now increasingly dependent upon favorable business, financial,
and economic conditions that cause an increase in forward power
price curves and allow the company to meet its financial
commitments.  While S&P do not expect a default in 2016 because of
significant cash balances, the negative outlook also reflects the
prospects that GenOn may consider distressed exchange offers given
the price decline in its debt issues.

GenOn's downside risks stem from the backwardated cash flow profile
as hedges fall away in 2016 under the prevailing forward prices.
S&P expects GenOn to be disproportionately affected relative to
peers as the loss in dark spreads is not offset by increasing spark
spreads, or an expansion in market heat rates.  S&P will likely
lower the ratings by a notch to 'CCC' by mid-2016 if business
prospects do not improve, and cash on hand does not appear adequate
to address the 2017 maturities.  This could happen as early as June
2016 if announced and prospective asset sales, as well as liquidity
on hand, is not sufficient to address the June 2017 maturity.
Ratings may even fall lower, to 'CCC-' if S&P's view changes and it
feels that the company is likely to consider a distressed exchange
offer in due course.

S&P would revise the outlook to stable if potential asset sales
mitigate liquidity needs to address 2017 maturities and the forward
power prices improve such that GenOn can maintain an adjusted FFO
to debt ratio of about 4% to 5%.  An upgrade, currently not under
consideration, could occur if a rebound in capacity and energy
markets auctions supports the operations of its coal plants, or if
environmental regulations are not as stringent as S&P expects.  In
particular, S&P will monitor the hedges that the company is able to
place to underpin its financial performance.  However, an upgrade
would require FFO to debt ratios that are consistently over 5%.


GO YE VILLAGE: Gets Approval to Hire Integra as Appraiser
---------------------------------------------------------
Go Ye Village Inc. received court approval to hire Integra Realty
Resources- Tulsa/OKC LLC as its real estate appraiser.

The company requires an appraisal of a real property located in
Cherokee County, Oklahoma, which secures a loan provided by
Armstrong Bank.

Last year, Armstrong Bank asked the court overseeing Go Ye's
Chapter 11 case to lift the so-called automatic stay and allow the
bank to liquidate the property.  

Integra will receive a fixed fee of $4,950 for its services.  The
firm will also be paid $250 per hour in case it is required to
serve as the company's expert witness.

Owen Ard, manager of Integra, disclosed in a court filing that his
firm has no connection with Go Ye and its creditors that would
preclude the firm's eligibility to serve as appraiser.

                      About Go Ye Village

Go Ye Village, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Okla Case No. 15-81287) on Nov. 30, 2015.  The petition was
signed by Maurice D. Turney as president.  The Debtor disclosed
total assets of $24.48 million and total debts of $36.18 million.
Doerner, Saunders, Daniel & Anderson, LLP serves as the Debtor's
counsel.  Judge Tom R. Cornish is assigned to the case.

Proofs of claim are due by April 10, 2016.

The U.S. Trustee for Region 20 appointed an official committee of
unsecured creditors.  Conner & Winters represents the committee.

The U.S. Trustee also appointed a patient care ombudsman in the
Debtors' bankruptcy case.


H. KREVIT AND COMPANY: Gets Approval to Hire Meyers as Accountant
-----------------------------------------------------------------
H. Krevit and Company, Incorporated received court approval to hire
Meyers, Harrison & Pia LLC as its accountant.

The services that Meyers will perform are general accounting
services, financial advice, preparation of reports, and tax return
advice and preparation.

The firm has agreed to represent the company at its standard hourly
rates:

     Principal              $300 per hour
     Senior Manager         $275 per hour
     Staff Accountant       $160 per hour

Meyers, Harrison & Pia has been paid a retainer of $18,000 for its
services, according to court filings.

Meyers, Harrison & Pia represents no interest adverse to Debtors or
their estates in matters upon which it is to be engaged for
Debtors, and its employment would be in the best interests of the
estates.

Thomas Valentino, a principal at Meyers, disclosed in an affidavit
that his firm is a "disinterested party" within the meaning of
sections 327 and 101(13), and does not represent interest adverse
to the company.

William Harrington, the U.S. trustee for Region 2, said he does not
have objection to the hiring of the accounting firm.

                    About H. Krevit and Company

New Haven, Connecticut.-based H. Krevit and Company, Incorporated
and three of its affiliates filed Chapter 11 bankruptcy petitions
(Bankr. D. Conn. Case Nos. 15-31904 to 15-31907) on Nov. 19, 2015.
The petition was signed by Thomas S. Ross as president.  Rogin
Nassau LLC represents the Debtors as counsel.  Judge Julie A.
Manning has been assigned the case.

The Debtors are manufacturers and distributor of various inorganic
chemicals, including sodium hypochlorite (bleach), hydrochloric
acid, and sodium hydroxide (caustic soda).

The Office of the U.S. Trustee appointed five creditors to the
official committee of unsecured creditors.  Polsinelli PC
represents the committee.


HAVERHILL CHEMICALS: Final Cash Collateral Order Amended
--------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division, signed off on a Third
Stipulation and Agreed Order that amends the Court's Final Order
authorizing cash collateral use by Haverhill Chemicalls, LLC.

The Debtor related that it is authorized to use cash collateral if
the secured creditor consents or the Court finds the creditor is
adequately protected.  The Debtor further related that it requires
use of Cash Collateral to fund its on-going operations and that the
Lenders have consented to this use.

The Stipulation and Agreed Order, made the following amendments to
the Final Order:

     (a) The second sentence in Paragraph 4 of the Final Order is
amended by adding the following at the end: "provided further
however, the payment of Contract Expenses (Paul Deputy) set forth
in the Budget shall not be subject to the Permitted Variances or
used for purposes of calculating the Permitted Variances, rather
the aggregate amount of Contract Expenses incurred from week ending
2/7 to the end of any given week shall not exceed the aggregate
amount of Contract Expenses set forth in the Budget for the same
period notwithstanding in which week such Contract Expenses are
actually allowed and paid."

     (b) The first sentence in Paragraph 7 of the Final Order is
amended by (1) deleting the word "or" immediately before clause
(ix), and (2) adding the following after the end of clause (ix): ",
(x) Feb. 15, 2016, unless by such date the Debtor has filed a
bankruptcy plan with the Court that contains substantially the same
terms and conditions as those proposed by the Debtor and the
Committee to the Agent on Jan. 28, 2016 and that is otherwise
acceptable to the Agent and the Lenders (the "Bankruptcy Plan"), or
(xi) April 1, 2016, unless by such date the Court has entered an
order approving the disclosure statement for the Bankruptcy Plan
and confirming the Bankruptcy Plan.

     (c) The amended Budget attached to the Court's Order as
Exhibit A will become the Budget under the Final Order effective as
of February 1, 2016.

     (d) Paragraph 24 of the Final Order is amended by (1) deleting
the word "and" immediately before clause (b), and (2) adding the
following after the end of clause (b): ", and (c) $700,000
immediately following the approval of the Third Stipulation and
Agreed Order Amending Final Order Authorizing Use of Cash
Collateral Pursuant to Section 363(c) of the Bankruptcy Code and
Granting Adequate Protection."

Haverhill Chemicals LLC is represented by:

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

                    About Haverhill Chemicals

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

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

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

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

Diamond McCarthy LLP serves as the Debtor's counsel.

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


ICON HEALTH: Moody's Puts B3 CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investor's Service placed the ratings of ICON Health &
Fitness, Inc.'s on review for possible downgrade.

Moody's expects ICON to generate modest EBITDA growth and positive
free cash flow during the second half of 2016, but the rating
agency does not expect these amounts to be sufficient to fully
address the roughly $300 million in outstanding debt as of
Nov. 28, 2015.  The 11.875% senior secured bonds mature in October
2016 and the $175 million ABL revolving credit facility ($115
million outstanding at Nov. 28, 2015) expires in July 2016 provided
the notes are still outstanding.

                         RATINGS RATIONALE

"The rationale for the review for downgrade is the uncertainty
about the sustainability of the company's capital structure given
the looming debt maturities," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service.

The company has indicated that it will address the refinancing of
the notes in the first quarter of 2016.  Moody's rating review will
focus on how ICON's refinancing progress.  All ratings will likely
be downgraded if the notes are not refinanced in the near term.

Ratings on review for downgrade:

  Corporate Family Rating at B3;
  Probability of Default Rating at B3-PD;
  $205 million secured notes ($175 million outstanding as of
   Feb. 15, 2016,) at Caa1

The principal methodology used in this rating was the Consumer
Durables Industry published in September 2014.

Headquartered in Logan, Utah, ICON manufactures, markets and
distributes a broad line of products in the home fitness equipment
market including cardiovascular equipment (79% of fiscal 2014
revenue), strength training equipment (18%) and equipment service
products (3%).  Products/services are offered under brands such as
NordicTrack, Health Rider, Weslo, Altra and iFit as well as
licenses with Gold's Gym, Jillian Michaels, Weider and Reebok. ICON
generated approximately $825 million of revenue in the 12 months
ended November 2015.


IMAGINE! PRINT: Moody's Assigns B2 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Imagine! Print
Solutions, LLC.  At the same time, Moody's assigned a B2 rating to
the company's proposed senior secured credit facilities consisting
of a $320 million 1st lien term loan due 2022 and a $40 million 1st
lien revolving credit facility due 2021.  The outlook is stable.

Proceeds from the proposed credit facilities, together with new
cash equity from the new private equity sponsor Oak Hill Capital
Partners, as well as investments by management and HoldCo PIK Notes
are expected to be used to fund the acquisition by Oak Hill and
management.

According to Moody's analyst David Berge, "While the Oak Hill LBO
will significantly increase the company's debt, Imagine's capital
structure will be manageable, with prospects for modest
deleveraging over the next 12 to 24 months."

These ratings have been assigned (subject to the review of final
documentation):

Assignments:

Issuer: Imagine! Print Solutions, LLC

  Probability of Default Rating, Assigned B2-PD
  Corporate Family Rating, Assigned B2
  Senior Secured Bank Credit Facility (Local Currency), Assigned
   B2 (LGD3)

Outlook Actions:

Issuer: Imagine! Print Solutions, LLC

  Outlook, Assigned Stable

                         RATINGS RATIONALE

The B2 rating reflects substantial debt levels that will accompany
the proposed LBO by Oak Hill and management.  On close of the
refinancing transactions, Moody's estimates Imagine's total debt at
approximately $403 million (including HoldCo PIK notes and Moody's
standard adjustments, primarily for operating leases).  On this
basis, Moody's estimates pro forma leverage at approximately 5.0
times debt to EBITDA, which is somewhat high for a B2 rated company
of its size.  However, considering the company's track record of
steady operating margins and expectations for a moderate amount of
free cash flow generation over the near term, Moody's believes that
Imagine's leverage will fall into the mid- to high- 4 times range
by the end of 2016, which would position the company more solidly
in its rating category.  Other pro forma credit metrics are
currently appropriate for the rating: interest coverage (EBITA to
interest) at approximately 2 times and retained cash flow to debt
of over 10%.  Moody's expects that the company will maintain stable
operating margins over the near term, which will be important to
allow credit metrics to improve through 2016. However, any
unforeseen deterioration in business conditions, loss of customers,
or a heightened competitive landscape that might affect pricing and
margins could negatively impact credit metrics and cash flows.

The ratings also reflect Imagine's relatively small size (less than
$500 million in revenue) when compared to other business services
companies, its limited scope of operations, uncertainty surrounding
future financial policies that the company will undertake under new
private equity ownership, and significant customer concentration
with material exposure to customers in the cyclical retail sector.
Ratings are supported by evidence of steady growth through the
company's nearly 30-year history in the US, including recessions,
its large and diverse base of high quality customers, and
niche-industry leadership in the in-store design and marketing
segment.

The stable outlook reflects Moody's expectation that financial
leverage will improve to the below 5-times debt to EBITDA range by
the end of 2016, assuming modest organic revenue growth while
sustaining operating margins, resulting in sufficient free cash
flow generation that can be used towards debt repayment.

Imagine's ratings could be lowered if the company experiences a
decline in revenue or margin deterioration, possibly by the loss of
important customers or difficult market conditions, which would
result in a material reduction in free cash flow, increased and
sustained reliance on revolver drawings to cover operating needs,
or potential covenant problems.  A downgrade would be warranted if
debt to EBITDA exceeds 5.5 times or if EBITA to interest falls
below 1.5 time.

The ratings could be upgraded if Imagine can demonstrate steady
revenue growth as it diversifies its service offering, while
further improving margins and de-leveraging.  Along with these
events, the company would need to sustain debt to EBITDA below 3.5
times, EBITA to interest above 3 times, and retained cash flow to
debt in excess of 20% to for higher rating consideration.  An
upgrade would further require the demonstration of conservative
financial policies by Oak Hill.

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

Imagine! Print Solutions, LLC, headquartered Minneapolis, MN, is a
leading provider of in-store and brand-based marketing solutions.
Upon closing of the 2016 LBO transactions, the company will be
majority owned by certain affiliates of private equity firm Oak
Hill Capital Partners.


KID BRANDS: To Release Escrow Funds to Pay for Admin. Expenses
--------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey approved the Stipulation and Order entered
into by Debtors Kid Brands, Inc., et. al., the Official Committee
of Unsecured Creditors, Salus Capital Partners, LLC, and Sassy 14,
LLC.

The Parties related that the Court authorized Debtor Sassy, Inc. to
sell substantially all of its assets to Sassy 14, LLC by virtue of
its Sale Order. The Parties further related that the Sale Order
also approved the Transition Services Agreement ("TSA") between
Seller Sassy, Inc. and Purchaser Sassy 14, LLC.

The Parties stipulated that pursuant to the TSA Seller and
Purchaser agreed, among other things, that Purchaser would take
possession of certain licensed inventory, and the proceeds from the
sale of such Licensed Inventory would be held in escrow and
disbursed as follows: (i) first, to the Purchaser, in an amount
sufficient to reimburse Purchaser for the reasonable costs of
storing, segregating and insuring such Licensed Inventory and
payment of any license royalty fees, shipping & delivery fees,
and/or standard retailer deductions; and (ii) second, the remaining
proceeds will be paid 70% to Seller and 30% to Purchaser; provided,
however, that Seller is not entitled to a share of the proceeds of
Licensed Inventory that was not sold for any reason by December 31,
2014.

The Parties contended that in connection with the Sale, Seller and
Purchaser entered into an Escrow Agreement with the U.S. Bank
National Association ("Escrow Agent"), pursuant to which the Escrow
Agent agreed to receive and retain funds from Purchaser
representing gross sale proceeds for the Licensed Inventory and to
disburse such funds upon receipt of, and in accordance with, a
joint written direction to be executed by Seller and Purchaser. The
Parties further contended that the Purchaser has advised that it
has collected a total of $635,412.11 in gross sale proceeds from
the sale of the Licensed Inventory through December 31, 2014 ("Sale
Proceeds"), and that the Seller has reviewed the Purchaser's
reconciliation of the Sale Proceeds and has verified the accuracy
of such calculations.

The Parties stipulated that the Purchaser deposited $163,858.40
with the Escrow Agent and there currently exists $163,859.51 on
deposit with the Escrow Agent ("U.S. Bank Escrow Funds").  The
Parties further stipulated that the Purchaser has deposited
$192,530.86 into escrow with its counsel, McElroy, Deutsch,
Mulvaney & Carpenter LLP ("MDMC").

The Parties relate that the Seller and Purchaser dispute the amount
of the Escrow Funds that Seller is entitled to pursuant to the Sale
Order, the TSA, and the Escrow Agreement ("Dispute"). They noted
that the through the Final DIP Order, the Court authorized the
Debtors to obtain post-petition financing from Salus Capital
partners, as Administrative and Collateral Agent and certain
additional lenders.  The Parties further noted that the Final DIP
Order provides that $125,000 of the DIP Carve-Out allocated to
satisfy any allowed professional fees incurred by professionals
retained by the Debtors shall be paid solely from the net GUC Trust
Litigation Proceeds distributed to Salus.

The Parties contended that the Debtors filed a Motion in Aid of
Sale Order. In their Motion, the Debtors related that Disney
Consumer Products, Inc. ("Disney CPI") has contacted Purchaser and
demanded payment of $30,660 for royalties, of which $15,875 relates
to pre-TSA transactions and $14,785 of which relates to TSA
transactions.  The Debtor further relates that the Seller disputes
the amount due to Disney CPI.

The Parties related that they have engaged in good faith
negotiations to resolve the Dispute, and that they had agreed to
the following stipulations, among others:

   (1) Within three business days of the entry of the Court's
Order:

          (i) the Escrow Agent shall release $160,373.93 from the
U.S. Bank Escrow Funds to the Debtor, representing the full amount
of the U.S. Bank Escrow Funds less fees due to the Escrow Agent
under the Escrow Agreement in the amount of $3,500, in accordance
with written payment instructions provided by the Debtor;

          (ii) MDMC will release $150,000 of the MDMC Escrow Funds
("Professionals' Portion") to the Lowenstein Sandler LLP Attorney
Trust Account;

          (iii) MDMC will release $26,655.37 of the MDMC Escrow
Funds to the Debtor;

          (iv) Purchaser shall wire (i) (a) $22,490.18 to the
Debtor and (b) $14,785 to MDMC representing the Alleged TSA Disney
Royalties and (ii) $1,750 to the Debtor representing Purchaser's
one half share of the fees paid to the Escrow Agent pursuant to
clause (i);

          (v) MDMC will retain $30,660 in its attorney trust
account pending resolution of the dispute with Disney CPI regarding
the Alleged Disney Royalties.

   (2) Within one business day of the Debtors' receipt of the funds
described in clauses (i), (iii) and (iv) of paragraph (1) above,
the Debtors shall pay such amounts to Salus for application to the
DIP Obligations in accordance with the Final DIP Order.

   (3) The Professionals' Portion shall be allocated as follows:
(i) $72,000 shall be paid to counsel for the Debtors, Lowenstein
Sandler LLP to be applied against such firm's unpaid, allowed fees
and expenses; and (ii) $78,000 shall be paid to counsel for the
Committee, Kelley Drye & Warren LLP to satisfy the outstanding
balance of the Committee Carve-Out in the Final DIP Order, with
such amount to be applied against such firm's unpaid, allowed fees
and expenses.

    (4) Within three business days of the entry of an Order
approving those settlements the Committee reached as of Jan. 11,
2016 with various parties to resolve chapter 5 avoidance claims the
Committee is authorized to pursue under the Final DIP Order, the
GUC Truste is authorized and directed to wire $103,492.79 from the
GUC Trust Account to the Lowenstein Sandler Attorney Trust Account,
representing the net GUC Trust Litigation Proceeds allocable and
payable to Salus as of Jan. 11, 2016 pursuant to the Final DIP
Order and payable against Lowenstein Sandler LLP's unpaid, allowed
fees and expenses in accordance with the Final DIP Order.

The Debtors asserted that the release of the Escrow Funds is an
appropriate interpretation of the TSA and the Sale Order. The
Debtors further asserted that this relief is necessary to provide
the Debtors with funds that they are entitled to under the TSA, and
which are necessary to pay administrative expenses accrued in the
Chapter 11 Cases.

Kid Brands, Inc. and its affiliated Debtors are represented by:

          Kenneth A. Rosen, Esq.
          Steven M. Skolnick, Esq.
          S. Jason Teele, Esq.
          Nicole Stefanelli, Esq.
          Anthony De Leo, Esq.
          LOWENSTEIN SANDLER LLP
          65 Livingston Avenue
          Roseland, NJ 07068
          Telephone: (973)597-2500
          Facsimile: (973)597-2400
          E-mail: krosen@lowenstein.com
                  sskolnick@lowenstein.com
                  steele@lowenstein.com
                  nstefanelli@lowenstein.com
                  adeleo@lowenstein.com

Salus Capital Partners is represented by:

          John F. Ventola, Esq.
          Sean M. Monahan, Esq.
          CHOATE HALL & STEWART LLP
          Two International Place
          Boston, MA 02110
          Telephone: (617)248-5000
          Facsimile: (617)248-4000
          E-mail: jventola@choate.com
                  smonahan@choate.com

                 - and -

          Alan J. Brody, Esq.
          GREENBERG TRAURIG, LLP
          200 Park Avenue
          Florham Park, NJ 07932
          Telephone: (973)360-7900
          Facsimile: (973)301-8410
          E-mail: brodya@gtlaw.com

Sassy 14, LLC, is represented by:

          Louis A. Modungno, Esq.
          David P. Primack, Esq.
          MCELROY, DEUTSCH, MULVANEY &
          CARPENTER, LLP
          1300 Mt. Kemble Avenue
          P.O. Box 2075
          Morristown, NJ 07962
          Telephone: (973)993-8100
          Facsimile: (973)425-0161
          E-mail: lmodugno@mdmc-law.com
                  dprimack@mdmc-law.com

The Official Committee of Unsecured Creditors is represented by:

          Eric R. Wilson, Esq.
          Kristin S. Elliot, Esq.
          KELLEY DRYE & WARREN LLP
          101 Park Avenue
          New York, NY 10178
          Telephone: (212)808-7800
          Facsimile: (212)808-7898
          E-mail: ewilson@kelleydrye.com
                  kelliott@kelleydrye.com

                         About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer
products.  Its operating subsidiaries consist of Kids Line, LLC,
CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition (Bankr. D.N.J. Lead
Case No. 14-22582) on June 18, 2014.  The Court approved the joint
administration of their cases.  Kid Brands Inc. disclosed $921,358
in assets and $47,947,589 in liabilities as of the Chapter 11
filing.

Judge Donald H. Steckroth presides over the cases.  Lowenstein
Sandler LLP represents the Debtors in their restructuring effort.
PricewaterhouseCoopers LLP is the Debtors' financial advisor, and
GRL Capital Advisors acts as restructuring advisors.  GRL's Glenn
Langberg is the Debtors' chief restructuring officer.  Rust
Consulting/Omni Bankruptcy is the Debtors' claims and noticing
agent.

The Debtors are pursuing a sale of the assets pursuant to Section
363 of the Bankruptcy Code.

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing to the
Debtors.

The Official Committee of Unsecured Creditors retained Kelley Drye
& Warren LLP as its counsel, and Emerald Capital Advisors Corp. as
its financial advisors.


LEE STEEL: To Implement Procedures to Settle Avoidance Actions
--------------------------------------------------------------
Lee Steel Corp.'s official committee of unsecured creditors
received court approval to implement procedures that would allow it
to settle disputes over payments received by companies or
individuals from the steel maker.

More than 80 companies and individuals have received payments from
Lee Steel that may be "avoidable" under the Bankruptcy Code,
according to the committee's lawyer, Anthony Kochis, Esq., at
Wolfson Bolton PLLC, in Troy, Michigan.

Avoidance actions are typically brought against corporations or
individuals who have received payments from a debtor within 90 days
of the filing.

The committee had said it will file at least 50 avoidance actions
against those who are not likely to settle with the committee.

                    About Lee Steel Corporation

Novi, Michigan-based Lee Steel Corp., provides flat rolled steel,
including hot rolled steel, cold rolled steel, and exposed coated
products for automotive and other manufacturing industries.

Lee Steel and 2 affiliated companies -- Taylor Industrial
Properties, L.L.C., and 4L Ventures, LLC -- filed for separate
bankruptcy protection (Bankr. D. Del. Case No. 15-45784) on April
13, 2015.

The Hon. Marci B. McIvor presides over the cases. Joshua A.
Gadharf, Esq., at McDonald Hopkins PLC, represents the Debtor.
Huron Business Advisory, serves as financial advisor; and Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Lee Steel disclosed $63,206,282 in total assets and $62,659,806 in
total liabilities.

Hilco Global has purchased the steel processing facility located at
the Lee Steel Corporation site in Romulus, Michigan. The deal which
was approved in U.S. Bankruptcy Court includes a 200,000 square
foot plant and all of the steel processing equipment located at
that site. The sale is expected to close in mid-September.

The U.S. Trustee for Region 9 appointed three creditors to serve on
the official committee of unsecured creditors. Conway Mackenzie,
Inc. serves as its financial advisor.

                           *     *     *

The Debtors sold their steel processing facility located in
Romulus, Michigan, to Hilco Global for $14 million.  The deal which
was approved in U.S. Bankruptcy Court includes a 200,000 square
foot plant and all of the steel processing equipment located at
that site.

Union Partners I, LLC, won an auction for the Debtors' Wyoming
facility and working capital assets with a $23.6 million offer.
Effective Sept. 18, 2015, the sale to Union Partners closed, and
the Debtors ceased operations and commenced the process of winding
down their affairs.  The Debtors changed their names to LSC
Liquidation Inc., et al., following the sale.


MATHIOPOULOS 3M: Case Summary & 9 Unsecured Creditors
-----------------------------------------------------
Debtor: Mathiopoulos 3M Family Limited Partnership
        7945 King Road
        Loomis, CA 95650

Case No.: 16-20852

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 16, 2016

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

Judge: Hon. Ronald H. Sargis

Debtor's Counsel: J. Luke Hendrix, Esq.
                  DESMOND, NOLAN, LIVAICH & CUNNINGHAM
                  1830 15th St
                  Sacramento, CA 95811
                  Tel: 916-443-2051
                  E-mail: jhendrix@dnlc.net

Total Assets: $5.36 million

Total Liabilities: $3.04 million

Largest Unsecured Creditor: Capital One Loan, $36,455

The petition was signed by Diane M. Mathiopoulos, authorized
representative.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb16-20852.pdf


NAPA CHRYSLER: Hanlees Owner Agrees to Buy Dealership
-----------------------------------------------------
Jennifer Huffman, writing for Napa Valley Register, reports that
Don Lee of Hanlees Auto Group, owner of Napa's Subaru and
Volkswagen dealership, has agreed to buy the Napa Chrysler
dealership for an undisclosed amount.  

"Chrysler, Jeep and Dodge are very, very good franchises," said Don
Lee, according to the report, "and we're certainly interested in
expanding in Napa."

The report relates Mr. Lee said that although he's in negotiations
to buy the dealership, he was not aware that Napa Chrysler would
seek bankruptcy protection.  He said he is not sure how the
bankruptcy filing will affect the agreement.

Napa, Calif.-based Napa Chrysler, Inc., dba Napa Chrysler Jeep
Dodge Ram Volvo Kia, filed for Chapter 11 bankruptcy (Bankr. N.D.
Cal. Case No. 16-10087) on February 11, 2016.  Judge Alan
Jaroslovsky presides over the case.  Steven M. Olson, Esq., at the
Law Offices of Steven M. Olson, serves as the Debtor's counsel.
Napa Chrysler estimated $1 million to $10 million in both assets
and liabilities.  The petition was signed by Patrick R. Smorra,
Jr., vice president and secretary.  A list of the Debtor's 20
largest unsecured creditors is available for free at
http://bankrupt.com/misc/canb16-10087.pdf


NOBLE LOGISTICS: Loses Summary Judgment Bid on Maximo Claims
------------------------------------------------------------
Richard Maximo filed a claim in the amount of $188,014 as claim no.
20.  Maximo, on behalf of the putative class, also filed a claim in
the amount of $61,292,607 as claim no. 21.  A portion of Claims No.
20 and 21 is asserted as administrative priority claims.

Maximo seeks to recover through Claims Nos. 20 and 21: (a) damages
and liquidated damages for various asserted unpaid wages, minimum
wages, and uncompensated meal periods, including prejudgment
interest that has accrued on such unpaid amounts; (b) penalties for
violations related to illegal record keeping and noncompliant pay
stubs; (c) penalties against Aspen (one of the Debtors' affiliates)
for instances of non-payment of former employees; (d) reimbursement
for the "appropriate withholding of federal, state and local income
taxes" that were "improperly not paid by Aspen as a result of
improper `independent contractor' classification;" (e) an order
enjoining Aspen from continuing the practices at issue in the
Maximo Complaint; (f) compensatory damages for failure to indemnify
employees for expenses; (g) the penalties provided under the Labor
Code Private Attorney General Act of 2004; and (h) the reasonable
costs associated with bringing the action.

Noble Logistics, Inc., et al., filed a Motion (I) To Disallow Claim
No. 20 of Richard Maximo or, in the Alternative, (II) for Summary
Judgment on Objection to Claim No. 20 of Richard Maximo and
Debtors' Motion (I) To Disallow or, in the Alternative, (II) For
Summary Judgment on Objection to Claim No. 21 of Richard Maximo on
Behalf of Himself and Others Similarly Situated (Maximo Objections)
seeking to have both Claim Nos. 20 and 21 disallowed for failure
to establish prima facie evidence of the validity of the amount of
the claims or, in the alternative, for summary judgment on the
objections to the claims.

In a Memorandum Order dated January 26, 2016, which is available at
http://is.gd/pivtWsfrom Leagle.com,  Judge Christopher S. Sontchi
of the United States Bankruptcy Court for the District of Delaware
held that summary judgment is not appropriate at this time and
denied the Maximo Objections without prejudice.

The case is In re: NOBLE LOGISTICS, INC., et al., Chapter 11,
Debtors, Case No. 14-10442 (CSS)(Bankr. D. Del.).

Noble Logistics, Inc., Debtor, is represented by Daniel N. Brogan,
Esq. -- daniel.brogan@dlapiper.com -- DLA Piper LLP, Stuart M.
Brown, Esq. – stuart.brown@dlapiper.com  -- DLA Piper LLP (US),
Kaitlin MacKenzie Edelman, Esq. – kaitlin.edelman@dlapiper.com
-- DLA Piper LLP, Gregg M. Galardi, Esq. –
Gregg.galardi@dlapiper.com  -- DLA Piper LLP.

                About Noble Logistics, Inc.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  About eight
affiliates of Noble Logistics also filed separate bankruptcy cases
on Feb. 28.  Gregg M. Galardi, Esq., and Emily A. Battersby, Esq.
at DLA PIPER LLP, serve as counsel to the Debtor.  The Debtor
estimated $10 million to $50 million in both assets and
liabilities.

On March 24, 2014, Roberta A. DeAngelis, U.S. Trustee Region 3,
notified the Bankruptcy Court that she has been unable to appoint
a
creditors committee in the Debtors' Chapter 11 cases due to
insufficient response to the Trustee's communication/contact for
service on the committee.


NORTH ALABAMA SCIENCE CENTER: Closed as Funding Dried Up
--------------------------------------------------------
WHNT News 19 reports that Andy Crocker, board chairman at the
Sci-Quest Hands-On Science Center, confirmed that the center is
closed due to a lack of outside funding.  Mr. Crocker said:

     -- he is trying to find a mutually beneficial agreement with
        the U.S. Space & Rocket Center that will allow the mission
        of Sci-Quest to continue.

     -- it is his intent to provide refunds for anyone who has
        prepaid for an upcoming group visit or part. Sci-Quest
        will take the initiative to reach out to those who are
        owed refunds.

The report noted that the City of Huntsville has addressed the
center's financial problems and efforts to get out from under debt.
The city mayor's Director of Communications Kelly Schrimsher said,
"We are aware of their financial situation. The Council
appropriated $200K for them this year which they have received in
total, but unfortunately, their struggles continue. Mayor Battle
has remained engaged with their board and has recently facilitated
discussions between Sci-Quest and USSRC in the hopes that they can
form a partnership that can resolve the issues."

The report added that Pat Ammons, Director of Communications for
the U.S. Space & Rocket Center, said: "We have been in some fluid
discussion about the potential for a mutually beneficial
relationship, but we have not determined what that might be or if
anything is possible."

North Alabama Science Center, Inc., dba Sci-Quest, filed for
Chapter 11 protection (Bankr. N.D. Ala. Case No. 14-83200) on Nov.
20, 2014, estimating under $1 million in both assets and debts.  A
copy of the petition is available at no extra charge at
http://bankrupt.com/misc/alnb14-83200.pdf Sci-Quest is represented
by Tazewell Shepard, Esq., at Tazewell Shepard, P.C.


ORLANDO GATEWAY: Supplemental Order Issued on Tax Costs Motion
--------------------------------------------------------------
Chittranjan K. Thakkar and NCT Systems, Inc., appeal from an order
granting Good Gateway, LLC, and SEG Gateway, LLC's motion to tax
costs.

The Motion to Tax Costs originally was filed in litigation between
the Debtors, Nilhan Hospitality, LLC, and Orlando Gateway Partners,
LLC, and others on March 2, 2015.  The complex case involved
several related entities, people, and respective interests in those
entities, many controlled by Appellant Chittranjan K. Thakkar.  The
crux of the dispute stemmed from the ownership of a valuable piece
of real property by the Orlando International Airport.  The State
Court entered a substantial judgment exceeding $17 million against
Mr. Thakkar and many of his entities after a multi-day jury trial.
The State Court judgment is now on appeal before the Fifth District
Court of Appeal.

One motion transferred in the removal process was the Motion to Tax
Costs. The Court held a hearing on this and other motions on
October 8, 2015 and October 13, 2015.  No party opposed Good
Gateway, LLC's and SEG Gateway, LLC's Motion to Tax Costs.  All
parties were represented by counsel.  Later, a presumably consent
order was presented for review.  This Court, based upon a review of
the pleadings and on the representation of all parties that there
were no objections to the Motion, granted the uncontested Motion.
On January 5, 2016, the appeal was filed, perhaps to preserve an
objection until the Fifth District Court of Appeal resolves the
underlying appeal on the multi-million dollar judgments.

Judge Karen S. Jennemann of the United States Bankruptcy Court for
the Middle District of Florida, Orlando District, on January 8,
2016, issued supplemental written findings of fact and conclusions
of law to further explain the Court's prior ruling pursuant to In
re Mosley, 494 F.3d 1320 (11th Cir. 2007).  Judge Jenneman held
that she wanted to save the District Court time by supplying
additional information to assist in their review.

The adversary proceeding is ORLANDO GATEWAY PARTNERS, LLC,
Plaintiff, GOOD GATEWAY, LLC, NILHAN FINANCIAL, LLC, SEG GATEWAY,
LLC, Defendants, Adversary No. 6:15-ap-00084-KSJ (Bankr. M.D.
Fla.).

The bankruptcy case is In re ORLANDO GATEWAY PARTNERS, LLC, Chapter
11 Debtor, Case No. 6:15-bk-03448-KSJ (Bankr. M.D. Fla.).

A full-text copy of Judge Jenneman's Supplement to Order dated
January 8, 2016, is available at http://is.gd/6c9a3Ffrom
Leagle.com.

Orlando Gateway Partners, LLC, Plaintiff, is represented by Kenneth
D Herron, Jr., Esq. -- kherron@whmh.com --  Wolff Hill McFarlin &
Herron

Good Gateway, LLC, Defendant, is represented by Mariane L Dorris,
Esq. -- mdorris@lseblaw.com  -- Latham Shuker Eden & Beaudine LLP,
Jon E Kane, Esq. -- jkane@mateerharbert.com -- Mateer & Harbert,
P.A., Keith R Mitnik, Esq. -- Morgan & Morgan, R Scott Shuker, Esq.
-- rshuker@lseblaw.com -- Latham Shuker Eden & Beaudine LLP, Clay M
Townsend, Esq. -- Morgan & Morgan PA.
Nilhan Financial, LLC, Defendant, is represented by John A. Moffa,
Esq. -- John@MBPA-Law.com -- Moffa & Bonacquisti, PA.

                     About Orlando Gateway

Nilhan Hospitality, LLC, owns approximately 15.75 acres of
commercial real estate located near the Orlando International
Airport on the West side of South Semoran Boulevard and North of
the State Road 528/The Beachline Expressway.  One parcel
(approximately 7.27 acres) has been partially developed as and has
two buildings located at 5463 Gateway Village Circle and 5475
Gateway Village Circle, which are approximately 15,000 square feet
in size.  

Orlando Gateway Partners, LLC, owns approximately 47.95 acres of
commercial real estate located near the Orlando International
Airport on the West side of South Semoran Boulevard and North of
the State Road 528/The Beachline Expressway.  The property is
comprised of four separate parcels, one parcel (approximately 17
acres) has been partially developed and a portion of it is leased
to Sixt Rent-A-Car, LLC. The second parcel (approximately .14
acres) is rented to Clear Channel Worldwide and contains a
billboard. The remaining two parcels (approximately 10.75 and
20.10
acres respectively) are vacant.

Nilhan Hospitality and Orlando Gateway and related entities have
been involved in extensive litigation with Good Gateway, LLC, SEG
Gateway, LLC and other parties since 2009.  In October 2014,
separate judgments were entered in favor of SEG and Good Gateway.

To prevent the assets from being sold at judicial foreclosure
sales, Nilhan Hospitality and Orlando Gateway Partners commenced
Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.15-03447 and
15-03448, respectively) in Orlando, Florida on April 20, 2015.

Chittranjan "Chuck" Thakkar owns 70% of the Nilhan's outstanding
membership interests, and indirectly owns and controls OGP.
Thakkar, as manager, signed the bankruptcy petitions.

Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt while Orlando Gateway estimated
at least $10 million in assets and debt.

The Debtors are represented by Kenneth D Herron, Jr., Esq.,
at Wolff, Hill, McFarlin & Herron, P.A.

                          *    *    *

The Debtors, with the consent of Good Gateway and SEG, have won
from the Bankruptcy Court an order lifting the automatic stay to
allow their appeals of the judgments to go forward.

On June 8, 2015, the U.S. Trustee filed a motion to dismiss or
convert to Chapter 7 the Debtors' bankruptcy cases.  On June 15,
2015, the Good Gateway and SEG file a motion to appoint a Chapter
11 trustee for the Debtors.  On June 16, 2015, the Debtors filed
their Application to Retain Larry S. Hyman, CPA, as Restructuring
Advisor and Chief Restructuring Officer.  Following mediation, the
parties agreed that (i) the Debtors would withdraw the Hyman
Application; (ii) the Trustee motions would be withdrawn, and the
(iii) the Debtors would file an application to employ Tery Soifer
as CRO.

On Aug. 12, 2015, the Court entered an order denying the motion to
dismiss the Chapter 11 cases.  The Court also entered an order
terminating the Debtors' exclusive periods to propose a Chapter 11
plan as of July 31, 2015.

Three competing plans were filed in the Chapter 11 cases by: (1)
the Debtors, (ii) Good Gateway and SEG, and (iii) secured creditor
SummitBridge National Investments IV LLC.

After mediation by the parties, Good Gateway and SEG Gateway, and
Summitbridge opted to file a combined Chapter 11 plan that
provides
for reorganization and sale options.


PARAGON OFFSHORE: Moody's Lowers PDR to D-PD on Chapter 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded Paragon Offshore plc's
Probability of Default Rating (PDR) to D-PD from Ca-PD following
its announcement on Feb. 15, 2016, that Paragon and certain of its
subsidiaries had filed voluntary petitions for reorganization under
Chapter 11 of the US Bankruptcy Code in the District Court of
Delaware.  Paragon's other ratings and negative outlook were
unchanged.

Shortly following these rating actions, Moody's will withdraw all
of Paragon's ratings and outlook.

Issuer: Paragon Offshore plc

Downgraded:

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

Unchanged:

  Corporate Family Rating, Ca
  Senior Unsecured Notes, C (LGD5))
  Senior Secured Term Loan, Caa2 (LGD2)
  Senior Secured Revolver, Caa2 (LGD2)
  Speculative Grade Liquidity Rating, SGL-4
  Outlook is Negative

                          RATINGS RATIONALE

Paragon has entered into a Plan Support Agreement (PSA) with 77% of
its aggregate unsecured bondholders as well as with a lender group
comprising 89% of its amounts outstanding under the secured
revolving credit facility in an effort to restructure its balance
sheet and reduce net debt by over $500 million.  Approval of the
transaction by the revolver lenders and the bondholders will
require that 2/3rd in principal amount and one half in number of
those voting in each class of debt to approve the transaction.  The
company's $641 million term loan B due July 2021 will remain in
place under its original terms.  The sale-leaseback agreement
involving its two Prospector rigs will also remain unaffected.

Under the terms of the PSA, the $800 million revolver agreement
will be modified in exchange for a $165 million paydown of the loan
with roughly $631 million converted to a term loan that will be due
2021.  The company will be subject to a new $110 million minimum
liquidity covenant, and the existing net leverage ratio and
interest coverage ratio covenants will be suspended through the end
of 2017.  Holders of the two series of bonds on the other hand,
will collectively receive $345 million of cash and 35% of the
company's equity upon consummation of the restructuring.
Bondholders will also be entitled to receiving additional cash
payments in 2016 and 2017 contingent upon Paragon achieving certain
EBITDA targets.

The principal methodology used in this rating was Global Oilfield
Services Industry Rating Methodology published in December 2014.

Paragon Offshore plc is a publicly traded offshore drilling
contractor incorporated in the United Kingdom that operates in
several major offshore markets around the world.


PATERSON PARKING: Moody's Affirms Ba1 Rating on 2005 Revenue Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the
Paterson Parking Authority, NJ's parking revenue bonds.  The
outlook remains stable.

The Ba1 rating reflects the authority's effective monopoly on the
provision of parking services in the downtown of the City of
Paterson (Ba1) and the enduring but relatively elastic nature of
parking demand.  The rating further reflects the authority's weak
net revenues and debt service coverage, which historically has
dipped below covenant.  The rating also incorporates Paterson's
weak local economy.

                         Rating Outlook

The stable outlook reflects the expectation that the parking
authority's debt service coverage is not likely to materially
weaken or strengthen going forward.  Failure to comply with all
covenants could negatively pressure the rating.

               Factors that Could Lead to an Upgrade

  Sustained improvement of annual debt service coverage
  Substantially improved local economy and operating environment

               Factors that Could Lead to a Downgrade

  Failure to materially maintain adequate debt service coverage or

   a failure to meet a future rate covenant

  Substantially declined operating environment and local economy

                         Legal Security

The 2005 Passaic County Improvement Authority parking revenue bonds
are direct, limited, special obligations of PCIA.  The bonds are
ultimately secured by parking authority bond payments to PCIA,
which are backed by a net revenue pledge of the parking authority.
The PCIA bonds are further secured by any additional payments from
the parking authority to PCIA, the funds and accounts established
under both PCIA's and the parking authority's general bond
resolutions, as well as a cash-funded debt service reserve fund.

                            Obligor Profile

The parking authority operates approximately 1,300 coin-operated
street meters and 5,000 off-street parking spaces in five garages
and 15 surface lots in the City of Paterson, NJ.


PETTY FUNERAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Petty Funeral Homes, LLC
        9260 highway 31
        Atmore, AL 36502-5616

Case No.: 16-00454

Chapter 11 Petition Date: February 16, 2016

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Irvin Grodsky, Esq.
                  P.O. Box 3123
                  Mobile, AL 36652-3123
                  Tel: (251) 433-3657
                  Email: igpc@irvingrodskypc.com
                         igrodsky@irvingrodskypc.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joe Max Petty, managing member.

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


PHYSIO-CONTROL INT'L: Moody's Puts B2 CFR Under Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Physio-Control
International, Inc. under review for upgrade, including the
company's B2 Corporate Family Rating and B2-PD Probability of
Default Rating.  This action follows the announcement that Stryker
Corporation (A3, ratings under review for downgrade) has entered
into a definitive agreement to acquire Physio-Control in an
all-cash deal valued at approximately $1.28 billion.

The transaction is expected to close in the second quarter of 2016,
subject to regulatory review and customary closing conditions.
Moody's expects the company's outstanding bank debt to be repaid in
full and to withdraw all ratings at the close of the transaction.

These ratings were placed under review for upgrade:

Physio-Control International, Inc.

  Corporate Family Rating at B2
  Probability of Default Rating at B2-PD
  Senior secured first lien bank term loan at B1 (LGD 3)
  Senior secured second lien bank term loan at Caa1 (LGD 5)

The outlook has been changed to rating under review from negative.

                         RATINGS RATIONALE

The review for upgrade is based upon Moody's view that, should the
acquisition by Stryker Corporation be consummated, Physio-Control
will become part of an enterprise with a stronger overall credit
profile than if Physio-Control remains a standalone entity.

Excluding the contemplated acquisition by Stryker, Physio-Control's
B2 rating is constrained by high financial leverage, modest size
and narrow product focus in external defibrillators. The rating
reflects high regulatory risks, both industry wide and specific to
Physio-Control, evidenced by the presence of a consent decree with
FDA.  Moody's views the company's main product as a deferrable
capital purchase by customers, thus making its earnings susceptible
to fluctuations in customers' spending budgets.

The ratings are supported by Physio-Control's leading global
competitive position in the external defibrillator market and its
significant installed defibrillator base.  This creates a stable
revenue stream due to the natural equipment replacement cycle and
recurring revenues related to services, disposables and
accessories.  While markets are competitive, customer stickiness is
high, especially in the manual defibrillator market, where
Physio-Control has particular strength.

The principal methodology used in these ratings was Global Medical
Product and Device Industry published in October 2012.

Physio-Control International, Inc. is a leading manufacturer and
supplier of manual and automatic defibrillators, and circulatory
assist devices.  Products are used in various hospital and
commercial settings for the treatment of sudden cardiac arrest. The
company also provides complementary products and service offerings.
Physio-Control is owned by Bain Capital.  Revenues for the twelve
months ended Oct. 31, 2015, were approximately
$523 million.


PMC MARKETING: 1st Cir. BAP Remands Villa Blanca Suit
-----------------------------------------------------
Noreen Wiscovitch-Rentas, the plaintiff and chapter 7 trustee for
PMC Marketing Corp., appeals from the following bankruptcy court
orders relating to her complaint seeking to avoid and recover
preferential transfers: (1) the December 2, 2014 order granting the
motion for summary judgment filed by the defendant-appellee, Villa
Blanca VB Plaza LLC, a/k/a Villa Blanca Shopping Center LLC and
denying her cross-motion for summary judgment; and (2) the April
10, 2015 order denying reconsideration.

In a Decision dated January 19, 2016, which is available at
http://is.gd/7EtVrsfrom Leagle.com, the United States Bankruptcy
Appellate Panel for the First Circuit reversed the Order, in part,
to the extent that it granted the Summary Judgment Motion, vacated
the Order to the extent that it denied the Cross-motion and struck
the Amended-Cross-motion, and remanded the matter to the bankruptcy
court for further proceedings.

The appeals case is NOREEN WISCOVITCH-RENTAS, Chapter 7 Trustee,
Plaintiff-Appellant, v. VILLA BLANCA VB PLAZA LLC, a/k/a Villa
Blanca Shopping Center, LLC, Defendant-Appellee, BAP No. PR 15-022,
Adversary Proceeding No. 12-00071-BKT (1st Cir. BAP), relating to
In re PMC MARKETING CORP., Debtor, Bankruptcy Case No.
09-02048-BKT.

Rafael A. González Valiente, Esq. -- rgonzalez@lbrglaw.com --
Latimer, Biaggi, Rachid & Godreau, LLP., on brief for
Plaintiff-Appellant.

Maria Fernanda Velez Pastrana, Esq., on brief for
Defendant-Appellee.
                 
                  About PMC Marketing

PMC Marketing Corp. filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 09-02048) on March 18, 2009.  The case was
converted into a Chapter 7 proceeding on May 19, 2010.  On May 20,
2010, Noreen Wiscovitch-Rentas was appointed the Chapter 7
trustee.


PRESTIGE BRANDS: Moody's Assigns Caa1 Rating on $350MM Unsec. Notes
-------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to $350 million of
proposed senior unsecured notes being offered by Prestige Brands,
Inc.  Other ratings, including the company's B2 Corporate Family
Rating, the B2-PD Probability of Default Rating, and the B1 senior
secured and the Caa1 senior unsecured instrument ratings remain
unchanged.  The rating outlook is stable.

The new senior unsecured notes mature in 2024.  Net proceeds from
the issuance will be used to, among other things, repay $250
million of its 8.125% senior unsecured notes due 2020 and to repay
the bridge credit facility entered into Feb. 4, 2016, in connection
with the company's acquisition of Dentek Oral Care, Inc.  Moody's
will withdraw ratings under the 2020 notes when those securities
are repaid.

Rating assigned:

  $350 million senior unsecured notes due 2024 at Caa1 (LGD5).

Ratings unchanged:

  Corporate Family Rating at B2;
  Probability of Default Rating at B2-PD;
  Speculative Grade Liquidity Rating at SGL-2;
  Senior Secured Term Loans at B1 (LGD3);
  Senior Unsecured Notes due 2020 at Caa1 (LGD5);
  Senior Unsecured Notes due 2021 at Caa1 (LGD5).

The outlook is stable.

                        RATINGS RATIONALE

Prestige Brands' B2 Corporate Family Rating reflects Moody's
expectation that the company will reduce debt-to-EBITDA leverage
closer to 5 times over the next 12 to 18 months from a pro forma
level of about 5.5x following the acquisition of DenTek Oral Care,
Inc.  The rating also reflects risks associated with Prestige
Brands' strategy of debt-financed acquisitions as a means to fuel
growth and increase diversity of its product portfolio.  The
company operates in categories with flat to low single digit
organic growth and acquisitions enable Prestige Brands to boost
revenue growth in otherwise mature categories.  The rating also
reflects the company's good liquidity profile, characterized by
solid free cash flow generation, and its diverse portfolio of OTC
brands, albeit in niche categories.

The stable outlook reflects Moody's expectation that debt-to-EBITDA
leverage will decline over the next 12 months through a combination
of EBITDA growth and debt repayment.  The outlook also reflects the
rating agency's belief that the company will continue to pursue
acquisitions to supplement organic growth.

The ratings could be downgraded if operating performance
deteriorates or acquisitions lead to debt to EBITDA that is
sustained above 6.5 times or if the company's liquidity
deteriorates.

The ratings could be upgraded if Prestige increases its scale and
product diversity and exhibits steady organic growth, commits to a
more conservative financial policy such that debt to EBITDA would
be expected to be sustained below 5.0 times debt to EBITDA and
maintains good liquidity.

The principal methodology used in this rating was that for Consumer
Durables Industry published in September 2014.


PRESTIGE BRANDS: S&P Assigns 'B' Rating on $350MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Tarrytown, New York–based Prestige Brands Inc.'s
proposed $350 million senior unsecured notes due 2024.  The '5'
recovery rating on the proposed notes indicates S&P's view that
creditors could expect recovery in the higher half of the 10% to
30% range in the event of a payment default.  S&P expects the
company will use the net proceeds from the proposed issuance to
provide permanent financing for the DenTek acquisition (including
repayment of the $80 million bridge loan), provide funding for the
proposed call of the 8.125% $250 million senior unsecured notes,
and pay related fees and expenses.  S&P will withdraw its ratings
on the $250 million notes if they are repaid in full.  S&P's
ratings assume the transaction closes on substantially the terms
provided to S&P.  Debt outstanding pro forma for the proposed
transaction is about $1.7 billion.

All of S&P's existing ratings on the company, including its 'B+'
corporate credit rating, 'BB' senior secured debt rating, and
existing 'B' senior unsecured notes rating, are unchanged by the
transaction.  The outlook is stable.

S&P's ratings on Prestige incorporate the company's leading niche
market position in the highly competitive over-the-counter health
care and household consumer products segment.  S&P expects Prestige
to successfully integrate DenTek and realize synergies as it is
complementary to the company's current oral care portfolio. S&P
believes the company has relatively good operating efficiency,
focusing on the marketing and development of its brands, and
outsourcing manufacturing to third parties.  S&P forecasts debt to
EBITDA in the high-5x area in fiscal 2016 and the high-4x area in
fiscal 2017 and funds from operations to debt in the low teens over
the same time frame.

RATINGS LIST

Prestige Brands Inc.
Corporate credit rating                  B+/Stable/--

New Ratings
Prestige Brands Inc.
Senior unsecured
  $350 mil. Notes due 2024                B
   Recovery Rating                        5H


PRIME SECURITY: Moody's Puts B2 CFR on Review for Upgrade
---------------------------------------------------------
Moody's Investors Service assigned provisional ratings to Prime
Security Services Borrower, LLC's ("Protection 1" or "P1") proposed
first- and second-lien credit facilities, respectively, and placed
all of its ratings, including the B2 Corporate Family Rating and
B2-PD Probability of Default Rating, on review for upgrade.  All
the ratings of The ADT Corporation, including the Ba2 CFR and Ba2
senior unsecured ratings, have been affirmed.  The rating outlook
for ADT is stable.

P1 expects to raise about $5.4 billion of new debt and preferred
securities and approximately $4.5 billion of new equity to effect
the $7.8 billion Apollo-backed acquisition of ADT, the
alarm-monitoring industry's largest competitor, refinance a portion
of ADT's existing debt, and pay related fees and expenses.  P1 will
use proceeds from $1.6 billion of new first-lien debt, and $3.1
billion of new second-lien debt, while $1.1 billion of existing P1
first-lien debt and $260 million of existing second-lien debt will
remain outstanding.  Nearly $3.8 billion of existing unsecured
notes at ADT will remain outstanding and will be, upon closing,
secured by first-priority security in substantially all of the
company's and guarantors' assets (while a smaller amount of
shorter-maturing ADT notes will be retired).  Supplementing the
financing's sources will be a $750 million issuance of preferred
securities (unrated).  Revolving credit facilities summing to $350
million are expected to remain undrawn at closing.  Ratings placed
on review for upgrade:

Issuer: Prime Security Services Borrower, LLC

  Probability of Default Rating, placed on review for upgrade,
   currently B2-PD

  Corporate Family Rating, placed on review for upgrade, currently

   B2

  Senior secured first-lien credit facilities, placed on review
   for upgrade, currently B1

  Senior secured second-lien term loan, places on review for
   upgrade, currently Caa1

Provisional ratings assigned and placed on review for upgrade:

Issuer: Prime Security Services Borrower, LLC

  Senior Secured Bank Credit Facility, Assigned (P)Ba2 (LGD2);
   Placed on review for upgrade

  Senior Secured Regular Bond/Debenture , Assigned (P)B3 (LGD5);
   Placed on review for upgrade

Outlook Actions:

Issuer: Prime Security Services Borrower, LLC

  Outlook, Changed To Rating Under Review From Stable

Issuer: The ADT Corporation

  Outlook, Remains Stable

Affirmations:

Issuer: The ADT Corporation

  Probability of Default Rating, Affirmed Ba2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Corporate Family Rating, Affirmed Ba2

  Senior unsecured regular bonds/debentures, maturing 2017 through

   2042, affirmed Ba2

                        RATINGS RATIONALE

Moody's review of P1's ratings will focus on: i) the receipt of
regulatory approvals and any other conditions to the closing of the
acquisition of ADT, and; ii) the final composition and terms of the
debt capital structure upon closing.  Upon conclusion of the review
and assuming no material changes in transaction structure, Moody's
anticipates upgrading P1's CFR to B1, as well as ratings on P1's
existing first- and second-lien debt, to Ba2 and B3, respectively.
Moody's expects to confirm the (P)Ba2 and (P)B3 ratings on the
transaction's new first- and second-lien debt and remove the
provisional status upon the transaction's closing. Moody's expects
the rating outlook of P1 to be stable at closing.

Moody's also expects to affirm the Ba2 rating on the $3.75 billion
of ADT notes that will remain outstanding in the post-acquisition
capital structure.  Since the ADT notes will be secured by all the
assets of the combined entity post-acquisition, these notes will
benefit from debt cushion to be provided by significant amount of
second lien and preferred securities in the post-acquisition
capital structure.  The preferred securities to be issued in
connection with the acquisition are expected to be treated as debt
by Moody's based on their expected terms, including a fixed
redemption price and an ability to obtain judicial remedies in the
event of non-payment of the obligation.  Moody's also expects to
withdraw ADT's Ba2 CFR, Ba2-PD Probability of Default rating, and
SGL-2 Speculative Grade Liquidity rating upon closing of the Apollo
acquisition, as the entity will be subsumed within P1.

The credit profile reflects P1's position, pro-forma for its
Apollo-backed combination with ADT, as the clear leader in the
North American residential alarm-monitoring and home-automation
services market, as well as the high leverage and integration
challenges facing P1's management as it incorporates a target
several times P1's size.  P1 also has a competitive position in the
commercial alarm-monitoring segment.  Moody's believes that the P1
management team can wrest meaningful operating synergies and
improve ADT's operating metrics by employing best-practices used in
achieving industry-leading attrition and creation multiples at P1
itself.  In turn, improved operating profits should enable the
company to maintain good liquidity and to generate
mid-single-digit-percentage steady-state-free-cash-flow ("SSFCF")
-to-debt measures.

Key credit risks include management's ability to bring down
attrition rates and creation multiples, which are crucial factors
for determining SSFCF and, in turn, determining P1's capacity for
debt.  The management team, which we view as among the strongest in
the industry, has had notable success in improving metrics in
previous, albeit much smaller, acquisition integrations.  Moody's
believes that management's sharp focus on optimizing field
operations and customer service while maintaining a streamlined
corporate infrastructure -- as well as its realistic expectations
for the time needed to achieve planned synergies (about a
year-and-a-half) -- allow for a degree of assurance that those
efficiencies, and thus the integration itself, can succeed.

Moody's expects that the pro-forma combined company will generate
annual SSFCF of well over $600 million over the next few years,
assuming the realization of most of management's planned synergies.
Debt/RMR leverage improves slowly from an initial level of 36.0
times.  Although Moody's regards initial leverage as high for the
B1 rating category, Moody's expects leverage to decline moderately
from RMR growth and debt repayments from free cash flow.  The
combined company's scale and leverage metrics will position the
company solidly relative to its lower-rated
residential-alarm-monitoring peers.

The control of the company by the private equity sponsor Apollo
presents credit risks including the potential for shareholder
friendly policies.  Nevertheless, Moody's thinks that given the
combined entities size, an eventual exit through an IPO is most
likely.  Moody's expects the company to direct the majority of its
free cash flow to debt repayment over the next year.

Pro-forma for the Apollo-backed combination of alarm monitors
Protection One and The ADT Corporation, Prime Security Services
Borrower, LLC ("P1") is the leading provider of security,
interactive automation, and monitoring services for residential
(primarily) and business customers, and for independent
security-alarm dealers on a wholesale basis.  Moody's expects P1's
2016 revenues, pro-forma for the merger, to be approximately $4.4
billion.

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


PRIME SECURITY: S&P Raises CCR to 'B+', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Prime Security Services Borrower LLC to 'B+' from
'B'.  The outlook is negative.

At the same time, S&P raised its issue-level rating on the
company's first-lien debt, which includes a $95 million revolver
due 2020 and a $1.095 billion term loan due 2021, by two notches to
'BB-' from 'B' and revised the recovery rating to '2' from '3'. The
'2' recovery rating indicates S&P's expectation for substantial
(70%-90%; lower half of the range) recovery in the event of a
payment default.

S&P also assigned its 'BB-' issue rating and '2' recovery rating
(lower half of the 70%-90% range) to the company's proposed $1.555
billion first-lien term loan due 2022.

In addition, S&P assigned its 'B-' issue rating and '6' recovery
rating to the proposed $3.14 billion second-lien notes due 2023.
The '6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.

Finally, S&P raised its issue-level rating on the company's $260
million second-lien term loan due 2022 to 'B-' from 'CCC+'.  The
recovery rating remains '6'.

"The rating upgrade on Prime Security primarily reflects the
company's improved business risk profile resulting from the
substantial increase in scale brought by the ADT acquisition," said
Standard & Poor's credit analyst Kenneth Fleming.

The merger represents the combination of the No. 1 and No. 4
residential security monitoring players in the U.S. based on
revenue and subscribers.  S&P views the pro forma entity's
subscriber base of more than 7 million as of Sept. 30, 2015 as
sizeable and at a significant multiple of 7x the second largest
U.S. alarm monitoring company according to S&P's estimates and
company data.  The combined company will be led by management from
Prime Security, which has a good track record of improving
operations at alarm monitoring companies, most recently at
Protection One.  Nonetheless, high leverage around 8.3x, weak free
cash flow position relative to debt of below 2% on a pro forma
basis at transaction close, and the significant integration risk
from merging ADT and Prime Security partially offset these positive
factors.

The negative outlook reflects the high leverage and low free cash
flow generation immediately following the transaction.  S&P expects
improvements in operational efficiencies through business
restructuring, which should lead to improving free cash flow and
deleveraging prospects following the transaction.  However, the
timing and ultimate magnitude of operating cost improvement, lower
client attrition, and lower subscriber creation multiples remain
subject to substantial execution risk.


SANDY CREEK: S&P Revises Outlook to Neg. & Affirms 'B+' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Texas
power project Sandy Creek Energy Associates L.P. to negative from
stable and affirmed the 'B+' rating.  The recovery rating on this
debt remains '1', indicating expectations of very high (90% to
100%) recovery in a default.

"The outlook revision stems from ongoing weakness in power pricing
within the ERCOT market, which has contributed to weaker cash
flows, and will continue to unless conditions improve," said
Standard & Poor's credit analyst Michael Ferguson.  These
cumulative market challenges fall disproportionately on coal-fired
generators like Sandy Creek.  First, S&P has recently revised its
natural gas pricing assumptions, to $2.50 per mmbtu in 2016, moving
up to $3.00 per mmbtu in 2018 and beyond.  While gas-fired
generators may be largely indifferent to these changes, coal-fired
generators earn a marginal price based on gas, but this isn't
directly tied to their fuel source.  Secondly, the significant
fixed costs of an environmentally advanced and large coal plant
such as Sandy Creek require substantial energy margins and
consistently high generation.  Sandy Creek's merchant generation
has tapered off somewhat in the past two years as the plant has
become less economical, with capacity factors dipping well below
our previous expectations and expected to continue to do so.

The negative outlook reflects S&P's view that power prices in ERCOT
could continue to worsen during the next year, possibly resulting
in weaker cash flows and heightened refinancing risk. While S&P
expects DSCRs to exceed 1.2x in most years during the term loan
period, it would likely drop to under 1.1x after refinancing,
potentially leading to a cap on the project rating if power prices
weaken further lower the rating if the project's project life
coverage ratio (PLCR) at refinancing in 2020 dropped to under 1.1x
consistently (inclusive of a drawn revolver) or if minimum DSCRs,
in any period, dropped to under 1.0x.  This would likely stem from
continued weakening of power prices, driven by low gas pricing,
though S&P notes that operational challenges could contribute to
weaker cash flows as well.  Additionally, a PLCR of lower than 1.1x
could cap the rating at 'B-'.

S&P would revise the outlook to stable, or, less likely, to
positive, if power prices were to rebound such that minimum DSCRs
during the post-refinancing period improved to around 1.2x from
their current level under 1.1x.  This could stem from the
retirement of other coal assets or a rebound in gas prices, which
would raise power prices and contribute to higher power demand.


SANTA FE GOLD: Committee's Challenge Deadline Extended
------------------------------------------------------
Judge Mary F. Walrath of the United States Bankruptcy Court for the
District of Delaware extended the Challenge Period, solely as it
pertains to the Official Committee of Unsecured Creditors appointed
in the Chapter 11 cases of Santa Fe Gold Corporation, et al., to
Feb. 9, 2016, in consideration to the Debtors, the DIP Lender, and
the Committee's agreement to amend the Challenge Period.

Santa Fe Gold Corporation and its affiliated debtors and debtors in
possession are represented by:

     Robert S. Brady, Esq.
     Edmon L. Morton, Esq.
     Kenneth J. Enos, Esq.
     Ian J. Bambrick, Esq.
     YOUNG CONAWAY STARGATT & TAYLOR, LLP
     1000 N. King Street
     Rodney Square
     Wilmington, Delaware 19801     
     Telephone: (302) 571-6600
     Facsimile: (302) 571-1253
     Email: rbrady@ycst.com
            emorton@ycst.com
            kenos@ycst.com
            ibambrick@ycst.com

           About Santa Fe Gold

Santa Fe Gold Corporation and three affiliated entities, a group of
mining and mineral exploration companies headquartered in
Lordsburg, New Mexico, filed Chapter 11 bankruptcy petitions
(Bankr. D. Del. Lead Case No. 15-11761) on Aug. 26, 2015, to pursue
an expedited sale of their assets in order to maximize value for
all stakeholders.

The case is pending before the Honorable Mary F. Walrath.  The
cases are being jointly administered for procedural purposes.  The
Debtor continues to operate its business and manage its properties
as a debtor-in-possession.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Canaccord Genuity Group Inc., as financial advisor; and
American Legal Claim Services, LLC, as notice, claims, and
solicitation agent.

Santa Fe Gold disclosed $19.1 million in assets and $29.9 million
in debt as of March 31, 2015.


SOUTHWIRE CO: S&P Affirms 'BB' CCR, Outlook Remains Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Carrollton, Ga.-based Southwire Co. LLC
and revised its assessment of Southwire's liquidity to exceptional
from strong.  The outlook remains stable.

At the same time, S&P affirmed its 'BB+' issue-level rating on the
company's senior secured term loan.  S&P's recovery rating on the
term loan remains '2', indicating its expectation for substantial
(70% to 90%; at the lower end of the range) recovery in the event
of a payment default.

"The stable rating outlook reflects our view that, despite our
expectations for copper prices to remain low, Southwire's operating
results and credit measures will remain adequate for the rating
over the next 12 months, with debt to EBITDA between 2x and 3x and
funds from operations (FFO) to debt between 20% and 30%," said
Standard & Poor's credit analyst Mchael Maggi.  "This is supported
by our expectations for margin improvement due to higher-priced
products in some of Southwire's operating segments, the recent
extra high voltage acquisition, and continued synergies from the
Coleman acquisition, as well as the company's continued focus on
debt reduction.  We also expect that any additional acquisitions
will be aligned with the company's existing operations and financed
in a manner consistent with maintaining its expected credit
ratios."

S&P could lower the rating if challenging market conditions
continue and/or competitive pressures weigh on EBITDA, resulting in
adjusted debt to EBITDA above 4x and/or FFO to debt of less than
20% on a sustained basis.  This could occur if volumes decline,
selling, general, and administrative (SG&A) expenses rise, and/or
metal prices remain depressed.  In addition, weaker results could
also lead to higher usage of its ABL facility, which could restrict
liquidity.  Lastly, a more aggressive financial policy that raises
leverage -- whether due to additional acquisitions, larger
discretionary dividends, or a major share repurchase -- could also
result in a downgrade.

An upgrade could occur if the company reduces leverage on a
sustained basis to less than 2x debt to EBITDA and/or above 30% FFO
to debt.  S&P considers debt reduction to be an important rating
factor in supporting a potential upgrade.  S&P could also take a
positive rating action if we viewed Southwire's business risk
profile to be satisfactory rather than fair, helped by sustainable
gains in operating efficiency and/or competitive advantage.


SPRINT CORP: Fitch Affirms 'B+' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings affirms the 'B+' Issuer Default Rating (IDR) assigned
to Sprint Corporation (Sprint) and its wholly owned subsidiaries
Sprint Communications Inc. and Clearwire Communications LLC. The
Rating Outlook for Sprint's ratings is Stable.

KEY RATING DRIVERS

SoftBank's Support Key to Sprint's Rating

Fitch's affirmation of Sprint with a Stable Outlook is primarily
supported by the material benefit Sprint's IDR receives from
SoftBank's tangible support, which essentially sets a floor to the
rating at 'B+'. Additionally, Fitch does not perceive SoftBank's
support toward Sprint as having changed or diminished during the
past year. The Mobility Leasing Solutions LLC (MLS) structure
combined with the expected network financing structure that
leverages SoftBank's extensive and deep financial relationships are
a credit positive overall and are expected to inject substantial
liquidity on an on-going basis, thus demonstrating further tangible
support of Sprint. Fitch views the operational and strategic
linkages are moderately strong given the operational and strategic
business oversight while the legal linkages are weak given the lack
of any guarantees provided to existing debtholders.

These financing structures will result in an increase with overall
debt particularly as Sprint monetizes network related assets, which
could be viewed negatively. However, Sprint greatly benefits from
the cost effective access to substantial liquidity with the
financing structures that are expected to be repeatable. In
addition, these financing structures enable Sprint to continue
substantial network investments that are critical to improving its
competitive position and inject further financial discipline into
Sprint's operations. If Sprint were on a stand-alone basis, the
company would have experienced much greater challenges with
executing such agreements that could have materially affected both
its business and financial profiles.

Heightened Execution Risk

Sprint faces several challenges including increased liquidity
requirements to fund the business, operational trends that have
shown some improvement but still remain subpar, and significant
execution risk surrounding Sprint's numerous strategic initiatives.
The competitive intensity and market maturity within the wireless
industry combined with the much stronger financial profiles and
good execution of its peers only serves to increase this execution
risk. Given these challenges, Fitch would become more concerned
with Sprint's ability to effectively compete in the marketplace if
the company does not demonstrate and sustain material improvement
in core subscriber metrics during FY2016.

Standalone Profile Weak, Substantial Deficit Continues

Fitch views Sprint's standalone rating as 'B-' and expects the
rating will remain weak for an extended period due to the time
required to address numerous executional and operational
challenges. As such, Sprint will need additional liquidity to fund
these operating deficits. Rating concerns would increase if
Sprint's operational improvements do not materialize or fall short
of Fitch's expectations during the next 12 to 18 months since the
resulting cash drain would require further material increases in
debt through asset monetizations or secured debt beyond FY2017.
Consequently, Fitch believes some risks would exist that at a
future date SoftBank could then reassess its level of support to
address further shortfalls.

Substantial Maturity Wall

Sprint's upcoming maturities are substantial and create a more
pressing need to close the deficit during the next two years. Debt
maturities during the next three years total approximately $9
billion including $155 million remaining in FY2015, $3,675 million
in FY2016, $1,677 million in FY2017 and $3,127 million in FY2018.
Fitch expects the handset leasing and network financing structures
to address the funding shortfalls including the majority of
refinancing requirements in FY2016 and FY2017. Beyond FY2018,
maturities total in excess of $10 billion during the next four
years. A failure to execute on current strategic plans to improve
the cash generation and produce a significant level of FCF by
FY2018 to reduce debt materially increases Sprint's financial
profile risk.

Key Operational Trends

Fitch believes Sprint must make meaningful improvement through
strong execution on the following top five operational imperatives
to drive improved revenues and increased cash flows to generate
sustainable FCF. The operational imperatives include cost
structure, network, gross addition share, postpaid churn and brand.
Sprint has made material progress in the past year through cost
reduction efforts, improvement in network performance,
stabilization of postpaid gross addition share while improving
postpaid handset mix and reducing postpaid churn. Fitch believes
that while current progress is encouraging, significant work
remains as negative consumer brand perceptions and the competitive
environment present significant headwinds.

Leverage, Covenants & Guarantees

Sprint's leverage (debt / EBITDA) as of Dec. 31, 2015 was 4.2x.
Given the substantial distortion with financial metrics related to
the accounting for leases and installment billing, Fitch does not
view reported EBITDA based metrics as an accurate measure of
financial risk. Fitch conservatively estimates leverage, after
accounting for leases and installment billing adjustments, at
greater than 7x. With Softbank's implied support reducing the
importance of Sprint's standalone financial position, Fitch
believes a more relevant metric to measure progress would be FCF
generation.

The unsecured credit facilities at Sprint benefit from upstream
unsecured guarantees from all material subsidiaries. The credit
agreement allows carve-outs for indebtedness composed of unsecured
guarantees that are expressly subordinated to the credit facility.
The unsecured junior guaranteed debt is senior to the unsecured
notes at Sprint Communications Inc. and Sprint Capital Corporation.
The unsecured senior notes at these entities are not supported by
an upstream guarantee from the operating subsidiaries.

The $2.8 billion vendor financing facility is jointly and severally
borrowed by all of the Sprint subsidiaries that guarantee the
Sprint credit facility, Export Development Canada loan and junior
guaranteed notes. The facility additionally benefits from a parent
guarantee and first priority lien on certain network equipment.
This places the vendor facility structurally ahead of the unsecured
notes.

The Clearwire notes benefit from a full and unconditional guarantee
by the Issuers' wholly-owned direct and indirect domestic
subsidiaries that own the spectrum assets. In addition, Sprint
Corporation and Sprint Communications Inc. provide an unconditional
guarantee to the 2040 exchangeable notes.

Sprint has substantial flexibility under its bond indentures and
credit agreement to pursue additional funding through permitted
securitizations, liens arising in connection with sale and
leaseback transaction or liens on capital assets and inventory. The
credit agreement also does not contain any restrictions on the
total size of such agreements. Under its bond indentures, Sprint
has a carve-out for permitted liens up to 15% of consolidated net
tangible assets. After netting the revolving facility and Export
Development Canada loan, Sprint has approximately $4.5 billion of
secured capacity.

KEY ASSUMPTIONS

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

-- Postpaid gross addition share flat to FY2015;
-- Postpaid churn of approximately 1.5%;
-- Net postpaid additions in excess of 1.5 million;
-- EBITDA of $9.4 billion;
-- Cash restructuring costs of approximately $1 billion;
-- FY2016 FCF deficit to exceed $4 billion without consideration
    from additional MLS-like transactions;
-- Network financing funding in excess of $4 billion;
-- Additional handset leasing funding in excess of $3 billion;
-- Minimum cash liquidity of about $2 billion.

RATING SENSITIVITIES

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

-- Sustained postpaid gross addition share in upper-teen range
    with strong mix of postpaid prime handset additions;
-- Sustained improvement in churn by at least 20 basis points;
-- Material positive net postpaid additions with sustained
    improvement in net porting ratios;
-- Permanent cost structure improvements in excess of $2 billion;
-- Continued improvement in network operating performance that
    further closes the gap to its national peers;
-- The improved operating trends above drive financial results
    that mostly exceed Fitch's current expectations for revenue,
    EBITDA, CFO, FCF and leverage. These improvements should lead
    to sustainable FCF generation that would be used to materially

    reduce debt.

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

-- Lack of expected improvement in the operating metrics for
    gross addition share, churn, net postpaid additions, handset
    subscriber mix, net porting ratios and network operating
    performance that further degrades financial profile. Fitch
    would become more concerned with Sprint's ability to
    effectively compete in the marketplace if the company does not

    demonstrate and sustain material improvement in these core
    metrics during FY2016;
-- Changes in the level or the expectations for support from
    SoftBank that materially affects the operating and financial
    profile of Sprint;
-- If either the leasing or the expected network financing
    structures are not available to support on-going liquidity
    requirements;
-- If Fitch believes Sprint will continue material deficits
    beyond FY2017 that will require Sprint to seek additional
    liquidity through similar core asset monetizations that the
    company is currently pursuing.

LIQUIDITY

Current Liquidity Sufficient:

As of Dec. 31, 2015, Sprint's liquidity position was approximately
$6 billion supported by $2.2 billion of cash and short-term
investments, $3 billion in borrowing capacity under its $3.3
billion revolver that matures in 2018 and approximately $800
million of undrawn capacity under its $4.3 billion accounts
receivable facility. Sprint has flexibility with managing it
accounts receivable program by determining the amount of cash it
chooses to receive from each receivable sales. As of Dec. 30, 2015,
the secured equipment facility had $960 million outstanding with
total available borrowing capacity of almost $600 million with
approximately $500 million of additional availability in April
2016.

In November 2015, Sprint completed the first sale-leaseback
transaction related to iPhones with MLS that provided an upfront
cash infusion of $1.1 billion. Fitch views this as an important
step toward mitigating the negative working capital effect
associated with the leasing model. Fitch believes Sprint will
maintain about $2 billion of cash to ensure adequate liquidity.

Leasing, Network Financing Critical for Liquidity:

Sprint's LTM free cash flow deficit was $4.4 billion without
consideration for the $1.1 billion in net cash proceeds from the
sales leaseback transaction in December. Drivers for the deficit
include the negative working capital effects from the substantial
ramp-up with the handset leasing receivables and equipment
installment receivables, capital expenditures, high cost structure
and various competitive responses.

Through the next two years, Fitch expects Sprint will continue to
experience a FCF deficit in the range of $4-5 billion. As such,
Sprint will need to seek funding primarily through handset and
network leaseco structures, accounts receivable securitization and
other funding structures that are permitted under Sprint's credit
agreement. The expected cost structure enhancements of at least $2
billion are key to improving the deficit although cash
restructuring costs of approximately $1 billion creates a material
headwind. Fitch expects material cash restructuring costs could
continue after FY2016.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the ratings of Sprint Corporation and its
subsidiaries as follows:

Sprint Corporation
-- IDR at 'B+';
-- Senior unsecured notes at 'B+/RR4'.

Sprint Communications Inc.
-- IDR at 'B+';
-- Unsecured credit facility at 'BB/RR2';
-- Junior guaranteed unsecured notes at 'BB/RR2';
-- Senior unsecured notes at 'B+/RR4'.

Sprint Capital Corporation
-- Senior unsecured notes at 'B+/RR4'.

Clearwire Communications LLC
-- IDR at 'B+';
-- Senior unsecured notes at 'BB+/RR1';
-- First priority senior secured notes at 'BB+/RR1'.


SWIFT ENERGY: Court Approves Jones Day as Counsel
-------------------------------------------------
Swift Energy Company, et al. sought and obtained permission from
the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Jones Day as counsel, nunc pro tunc
to the December 31, 2015 petition date.

The Debtors require Jones Day to:

   (a) advise the Debtors regarding their rights, powers and
       duties as debtors and debtors in possession in continuing
       to operate and manage their respective businesses and
       properties under chapter 11 of the Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports to be filed in these

       chapter 11 cases;

   (c) advise the Debtors concerning, and preparing responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties in these chapter
       11 cases and appear on behalf of the Debtors in any
       hearings or other proceedings relating to those matters;

   (d) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of such liens;

   (e) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (f) advise and assist the Debtors in connection with any asset
       dispositions;

   (g) advise, and represent, the Debtors with respect to
       employment related issues;

   (h) advise and assist the Debtors in negotiations with the
       Debtors' debt holders and other stakeholders;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections;

   (j) advise the Debtors in connection with the formulation,
       negotiation and promulgation of any plan or plans of
       reorganization, and related transactional documents;

   (k) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (l) commence and conduct litigation that is necessary and
       appropriate to assert rights held by the Debtors, protect
       assets of the Debtors' chapter 11 estates or otherwise
       further the goal of completing the Debtors' successful
       reorganization;

   (m) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors, including, among others,
       advice related to mergers and acquisitions and corporate
       governance; and

   (n) perform all other necessary and appropriate legal services
       in connection with these chapter 11 cases for or on behalf
       of the Debtors.

Jones Day will be paid at these hourly rates:

       Partners            $675-$1,200
       Counsel             $425-$800
       Associates          $400-$750
       Paralegals          $250

Jones Day will also be reimbursed for reasonable out-of-pocket
expenses incurred.

On September 2, 2015, the Debtors provided Jones Day with an
advance payment of $175,000 to establish a retainer, which amount
was subsequently increased to $500,000, for professional services
to be rendered and expenses to be incurred by Jones Day. Shortly
before the filing, the Retainer was drawn down to pay actual
and estimated fees and expenses incurred immediately prior to the
Petition Date. As a result, the balance of the Retainer was
$257,386.55 as of the Petition Date.

Gregory M. Gordon, partner of Jones Day, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The following information is provided in response to the request
for additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:

   -- As disclosed in the Gordon Declaration, Jones Day has agreed
      to certain terms with respect to rate increases, as set
      forth in the Engagement Letter. The hourly rates set forth
      in the Engagement Letter remain consistent with the rates
      that Jones Day charges other comparable chapter 11 clients.
      Accordingly, the rate structure provided by Jones Day is
      appropriate and is not significantly different from (a) the
      rates that Jones Day charges in other non-bankruptcy
      representations or (b) the rates of other comparably skilled

      professionals for similar engagements.

   -- Jones Day represented the Debtors during part of the 12-
      month period prior to the Petition Date. During that time,
      Jones Day charged the Debtors its standard rates, and
      Jones Day continues to charge the Debtors its standard rates
      postpetition.

   -- The Debtors and Jones Day expect to develop a prospective
      budget and staffing plan to comply with the U.S. Trustee's
      requests for information and additional disclosures,
      recognizing that in the course of these large chapter 11
      cases, there may be unforeseeable fees and expenses that
      will need to be addressed by the Debtors and Jones Day.

Jones Day can be reached at:

       Gregory M. Gordon, Esq.
       JONES DAY
       2727 N. Harwood Street
       Dallas, TX 75201
       Tel: (214) 220-3939
       Fax: (214) 969-5100

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith
LLP represents the committee.


SWIFT ENERGY: Feb. 23 Hearing on Bid to Hire Ernst & Young
----------------------------------------------------------
Swift Energy Company, et al. seek permission from the Hon. Mary F.
Walrath of the U.S. Bankruptcy Court for the District of Delaware
to employ Ernst & Young LLP as auditors and tax advisors, nunc pro
tunc to the December 31, 2015 petition date.

The Debtors require Ernst & Young to provide these services:

  A. 2015 Audit Services

     -- audit and report on the consolidated financial statements
        of Swift Energy Company for the year ended December 31,
        2015.

     -- audit and report on the effectiveness of Swift Energy
        Company's internal control over financial reporting as of
        December 31, 2015.

     -- review Swift Energy Company's unaudited interim financial
        information before it files its Form 10-Q.

     -- Ernst & Young may provide "non-core" audit services, which

        may include other audit related services such as research
        and/or accounting consultation services related to
        periodic accounting consultations held with management and

        services associated with the Debtors' reorganization
        filings, including without limitation, services relating
        to incremental audit procedures, including incremental
        valuation and tax procedures, consultations regarding
        accounting and disclosures in interim and annual financial

        statements, and procedures related to independence matters

        and Bankruptcy Court requirements. The Non-Core Audit
        Services shall also include any services required by
        bankruptcy employment application preparation and fee
        application work.

  B. 2015 Federal and State Income Tax Preparation

     -- prepare, review and sign the Consolidated US Corporation
        Tax Return for Swift Energy Company and Subsidiaries (Form

        1120).

     -- prepare, review and sign the following state income and
        franchise tax returns: Alabama, California, Colorado,
        Louisiana, Mississippi, New Mexico, Oklahoma, Texas and
        Utah. It is anticipated that Mississippi, New Mexico and
        Utah will be final returns for the year ended December
        31, 2015.

     -- prepare Federal and state tax depreciation schedules for
        FF&E assets, based on Debtor provided additions and
        deletions schedules.

     -- perform the electronic filing process for the Federal
        return and state returns, as required, or provide hard
        copies of tax returns for the Debtors to file.

     -- perform the electronic filing process for Federal and
        state extensions, as required, or provide hard copies of
        extensions for the Debtors to file.

     -- rollover 2014 depletion information and calculate 2015
        federal and state depletion based on Debtor provided by
        property information, including separating properties
        contributed to the Fasken JV tax partnership and/or
        other joint ventures in which Swift Energy Company is the
        Tax Matter Partner.

  C. Routine On-Call Advisory Tax Advisory Services

     -- provide routine tax advice and assistance concerning
        issues as requested by the Debtors when such projects are
        not covered by a separate statement of work and do not
        involve any significant tax planning or projects.

  D. Bankruptcy Tax Services

     -- work with the Debtors, their attorneys, and other advisers

        to evaluate and provide comments and recommendations with
        regard to the federal tax consequences of various tax
        relevant filings as well as proposed emergence/plan
        alternatives.

     -- work with the Debtors, their attorneys, and other advisers

        to evaluate state and local tax consequences of various
        emergence/plan alternatives, as requested by Debtors.

     -- work with the Debtors, their attorneys, and other advisers

        to model out federal income tax and state income tax
        consequences of cancellation of indebtedness income and
        model tax impacts of the bankruptcy on future after tax
        cash flows.

     -- work with the Debtors, their attorneys, and other advisers

        to determine availability, location and limitations upon
        the use of tax attributes such as net operating losses,
        tax credits, and tax basis in assets and subsidiary
        stock.

     -- work with the Debtors, their attorneys, and other advisers

        to determine tax treatment of bankruptcy transaction
        costs.

     -- consultation regarding IRC Section 382 matters including
        calculations involving net unrealized built-in gain or net

        unrealized built-in loss under various emergence
        enterprise value scenarios.

     -- evaluate whether there have been any prior debt
        modifications related to outstanding debt instruments that

        could impact the calculation of cancellation of
        indebtedness income upon emergence and could have
        federal income tax consequences with respect to the tax
        attribute rejection modeling.

     -- work with the Debtors' bankruptcy counsel on related tax
        matters, as needed.

Ernst & Young intends to charge these fees:

  -- Ernst & Young estimates that its total fees for the 2015
     Audit Services will be approximately $1,400,000 plus direct
     expenses.

  -- In addition, fees incurred for Non-Core Audit Services,
     including restructuring related services, will be billed as
     incurred in accordance with the following ranges of hourly
     rates:

         Partner                     $830-$900
         Executive Director          $750-$820
         Senior Manager              $660-$790
         Manager                     $650-$680
         Senior                      $430-$510
         Staff                       $285-$330
         Intern                      $90-$120

  -- For 2015 Federal and State Income Tax Preparation, Ernst &
     Young's services will be billed as incurred in accordance
     with the hourly rates set forth below:

         Partner                     $545
         Executive Director          $495
         Senior Manager              $475
         Manager                     $400
         Senior                      $240
         Staff                       $190

For Routine On-Call Advisory Tax Advisory Services, Ernst & Young's
services will be billed as incurred in accordance with the hourly
rates set forth below:

         National Tax Team:
         
         Partner                     $900
         Executive Director          $725
         Senior Manager              $625
         Manager                     $485
         Senior                      $335
         Staff                       $220

         Local Team:

         Partner                      $545
         Executive Director           $495
         Senior Manager               $475
         Manager                      $400
         Senior                       $240
         Staff                        $190

For Bankruptcy Tax Services, Ernst & Young's services will be
billed as incurred in accordance with the hourly rates set forth
below:

         National/Transaction
         Tax Team:

         Partner                     $1,000
         Executive Director          $825
         Senior Manager              $800
         Manager                     $700
         Senior                      $500
         Staff                       $250

         Local Team:

         Partner                     $715
         Executive Director          $675
         Senior Manager              $650
         Manager                     $525
         Senior                      $400
         Staff                       $250

Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.

During the ninety days preceding the Petition Date, the Debtors
paid approximately $806,224 to Ernst & Young.

Raza A. Khan, partner of Ernst & Young, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Bankruptcy Court will hold a hearing on the engagement on
February 23, 2016, at 2:00 p.m.  Objections, if any, were due
February 16, 2016.

Ernst & Young can be reached at:

       Raza A. Khan
       ERNST & YOUNG LLP
       5 Houston Center, Suite 1200
       1401 McKinney Street
       Houston, TX 77010
       Tel: (713) 750-1500
       Fax: (713) 750-1501

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith
LLP represents the committee.


SWIFT ENERGY: Files Rule 2015.3 Periodic Report
-----------------------------------------------
Swift Energy Co. and its affiliates filed a report on the value,
operations and profitability, as of Dec. 31, 2015, of these
companies in which they hold a substantial or controlling
interest:

   Companies                              Interest of Estate  
   ---------                              ------------------  
   Swift Energy Canada Ltd.                      100%
   Swift Energy New Zealand Limited              100%
   Swift Energy New Zealand Holdings Limited     100%
   
Swift Energy filed the report pursuant to Bankruptcy Rule 2015.3.
The report is available for free at http://is.gd/JVpxvn

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith LLP
represents the committee.


SWIFT ENERGY: Kurtzman Carson Okayed as Communications Consultant
-----------------------------------------------------------------
Swift Energy Company, et al. sought and obtained permission from
the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Kurtzman Carson Consultants LLC as
administrative advisor and strategic communications consultant,
nunc pro tunc to the December 31, 2015 petition date.

Pursuant to the Administrative Advisor Services Agreement, Kurtzman
Carson will provide, among other things, these bankruptcy
administration services, if and to the extent requested:

   (a) assist with, among other things, solicitation, balloting
       and tabulation of votes, and prepare any related reports,
       as required in support of confirmation of a chapter 11
       plan, and in connection with such services, process
       requests for documents from parties-in-interest, including,

       if applicable, brokerage firms, bank back-offices and
       institutional holders;

   (b) prepare an official ballot certification and, if necessary,

       testify in support of the ballot tabulation results;

   (c) assist with the preparation of the Debtors' schedules of
       assets and liabilities and statements of financial affairs
       and gather data in conjunction therewith;

   (d) serve as information agent and provide related services in
       connection with any debtor in possession financing;

   (e) manage and coordinate any distributions pursuant to a
       chapter 11 plan; and

   (f) provide such other processing, solicitation, balloting and
       other administrative services described in the
       Administrative Advisor Services Agreement, but not included

       in the Section 156(c) Order, as may be requested from time
       to time by the Debtors, the Court or the office of the
       Clerk of the Bankruptcy Court for the District of Delaware.

Pursuant to the Communications Services Agreement, Kurtzman Carson
will, among other things:

   (a) develop and implement communications programs and related
       strategies and initiatives for communications with the
       Debtors' key constituencies regarding the Debtors'
       operations and progress through the chapter 11 process;

   (b) develop public relations initiatives for the Debtors to
       maintain public confidence and internal morale during the
       chapter 11 process;

   (c) prepare press releases and other public statements for the
       Debtors, including statements relating to major chapter 11
       events;

   (d) prepare other forms of communication to the Debtors' key
       constituencies and the media; and

   (e) perform such other communications consulting services as
       may be requested by the Debtors.

Kurtzman Carson will be paid at these hourly rates:

       Executive Vice President          Waived
       Director/Senior
       Managing Consultant               $175
       Consultant/Senior Consultant      $70-$160
       Technology/
       Programming Consultant            $35-$70
       Clerical                          $25-$50
       Solicitation Lead/
       Securities Director               $215
       Securities Senior Consultant      $200

Kurtzman Carson will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Prior to the Petition Date, the Debtors provided Kurtzman Carson a
retainer in the amount of (a) $30,000 under the Administrative
Advisor Services Agreement and (b) $30,000.003 under the Strategic
Communications Services Agreement, which retainers are to be held
by Kurtzman Carson during these chapter 11 cases as security for
the Debtors' payment obligations under the Service Agreements.
Following termination of the Service Agreements, Kurtzman Carson
will return any unused portion of the retainer.

Evan J. Gershbein, senior vice president of Corporate Restructuring
Services for Kurtzman Carson and Brenda Adrian, managing director
of Strategic Communications Services for Kurtzman Carson, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Kurtzman Carson can be reached at:

       Drake D. Foster
       KURTZMAN CARSON CONSULTANTS LLC
       2335 Alaska Ave.
       El Segundo, CA 90245
       Tel: (310) 823-9000
       Fax: (310) 823-9133
       E-mail: dfoster@kccllc.com

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith
LLP represents the committee.


SWIFT ENERGY: May Hire Baker & Hostetler as Corporate Counsel
-------------------------------------------------------------
Swift Energy Company, et al. sought and obtained permission from
the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware to employ Baker & Hostetler LLP as special
corporate counsel, nunc pro tunc to the December 31, 2015 petition
date.

The Debtors require Baker & Hostetler to:

   (a) advise the Debtors on corporate, corporate governance and
       federal securities law matters; and

   (b) perform such other services as may be requested by the
       Debtors from time to time.

Baker & Hostetler will be paid at these hourly rates:

       John Harrington, Partner           $360
       Suzanne Hanselman, Partner         $550
       Donald W. Brodsky, Partner         $685
       Robert A. Weible, Partner          $695
       Tara Romero, Associate             $325
       Andrew Campbell, Associate         $325

Baker & Hostetler will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Prior to the Petition Date, the Debtors provided Baker Hostetler
with an initial retainer of $250,000 for services to be rendered
and for reimbursement of expenses. The Retainer was held as
security and applied to legal fees and expenses incurred and to be
incurred in representing the Debtors and was replenished twice
during 2015. Baker Hostetler estimates that it holds approximately
$119,294.60 of unapplied Retainer.

Donald W. Brodsky, partner of Baker & Hostetler, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The following information is provided in response to the request
for additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:

   -- The hourly rates set forth in the Engagement Letter are
      lower than Baker Hostetler's standard billing rates for
      2016. The rate structure provided by Baker Hostetler, though

      lower, is not significantly different from (a) the rates
      that Baker Hostetler charges in other non-bankruptcy
      representations or (b) the rates of other comparably skilled

      professionals for similar engagements, and accordingly, is
      appropriate.

   -- Baker Hostetler represented the Debtors during the 12-month
      period prior to the Petition Date. During that period, Baker

      Hostetler charged the Debtors at its standard 2014 hourly
      billing rates, which are the same rates to be charged
      postpetition.

   -- The Debtors and Baker Hostetler expect to develop a
      prospective budget and staffing plan to comply with the U.S.
      Trustee's requests for information and additional
      disclosures, recognizing that in the course of these large
      chapter 11 cases, there may be unforeseeable fees and
      expenses that will need to be addressed by the Debtors and
      Baker Hostetler.

Baker & Hostetler can be reached at:

       Donald W. Brodsky, Esq.
       BAKER & HOSTETLER LLP
       811 Main Street, Suite 1100
       Houston, TX 77002-6111
       Tel: (713) 646-1335
       E-mail: dbrodsky@bakerlaw.com

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of Reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith
LLP represents the committee.


SWIFT ENERGY: Reed Smith, Akin Gump File Rule 2019 Statement
------------------------------------------------------------
Reed Smith LLP and Akin Gump Strauss Hauer & Feld LLP disclosed in
a court filing that they represent the official committee of
unsecured creditors appointed in the Chapter 11 cases of Swift
Energy Co. and its affiliates.

The committee is composed of Wilmington Trust N.A., as indenture
trustee, Weatherford Artificial Lift Systems LLC and Bruce H.
Vincent.

The committee members hold unsecured claims against the companies'
estates arising from a variety of business relationships, according
to the filing.

The firms made the disclosure pursuant to Rule 2019 of the Federal
Rules of Bankruptcy Procedure.

The firms can be reached through:

   Kurt F. Gwynne
   Emily K. Devan (DE No. 6104)  
   Reed Smith LLP
   1201 Market St., Suite 1500
   Wilmington, Delaware 19801
   Telephone: (302) 778-7500
   Facsimile: (302) 778-7575
   Email: kgwynne@reedsmith.com
   edevan@reedsmith.com

        -- and --

   Michael S. Stamer (admitted pro hac vice)
   Akin Gump Strauss Hauer & Feld LLP
   One Bryant Park
   New York, NY 10036-6745
   Telephone: (212) 872-1000
   Facsimile: (212) 872-1002
   Email: mstamer@akingump.com

   Sarah Link Schultz (admitted pro hac vice)
   Akin Gump Strauss Hauer & Feld LLP
   1700 Pacific Ave., Suite 4100
   Dallas, TX 75201-4624
   Telephone: (214) 969-2800
   Facsimile: (214) 969-4343
   Email: sschultz@akingump.com

   Joanna F. Newdeck (admitted pro hac vice)
   Akin Gump Strauss Hauer & Feld LLP
   1333 New Hampshire Ave., N.W.
   Washington, D.C. 20036-1564
   Telephone: (202) 887-4000
   Facsimile: (202) 887-4288
   Email: jnewdeck@akingump.com

                       About Swift Energy

Headquartered in Houston, Texas, Swift Energy Company is an
independent energy company engaged in the exploration, development,
production and acquisition of oil and natural gas properties.  Its
primary assets and operations are focused in the Eagle Ford trend
of South Texas and the onshore and inland waters of Louisiana.

Swift Energy Company and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to
15-12677) on Dec. 31, 2015, with a Chapter 11plan of reorganization
that, among other things, exchanges the approximately $905.1
million outstanding on account of senior notes obligations for 96%
of the common equity in the Reorganized Debtors.

The petitions were signed by Alton D. Heckaman, Jr., the executive
vice president and CFO.  Judge Mary F. Walrath is assigned to the
cases.

The Debtors disclosed total assets of $1.02 billion and total debt
of $1.34 billion as of Sept. 30, 2015.

The Debtors engaged Jones Day as general counsel; Richards, Layton
& Finger, P.A., as local counsel; Lazard Freres & Co, LLC as
investment banker; Alvarez & Marsal North America LLC as financial
advisor; and Kurtzman Carson Consultants LLC as claims and noticing
agent.

The Office of the U.S. Trustee appointed three creditors to the
Debtors' official committee of unsecured creditors.  Reed Smith LLP
represents the committee.


TAYLOR-WHARTON: Seeks to Employ Paul E. Saperstein as Auctioneer
----------------------------------------------------------------
Taylor-Wharton International LLC asks the Court for authority to
enter into the Auctioneer Agreement with Paul E. Saperstein Co.,
Inc., and authorizing the Debtors to retain and compensate PESCO as
auctioneer to the Debtors pursuant to the terms and conditions of
the Agreement.  The Debtors also seek authority to sell certain
inventory free and clear of all liens, claims, encumbrances, and
interests.

In order to complete the Debtors' liquidation efforts with respect
to the remaining CryoIndustrial and CryoLNG Inventory, the Debtors
seek in this Motion to sell all remaining CryoIndustrial and
CryoLNG Inventory, primarily consisting of raw materials and parts,
in private sales leading up to a final auction sale conducted by
the Auctioneer in early March 2016, which auction may be in-person
and/or online as determined by the Debtors consistent with the
Agreement.

The Agreement contains the following relevant provisions:

   a. For any private sales of Subject Inventory completed after
Jan. 16, 2016, and prior to the auction, the Auctioneer will
receive a 2.5% commission;

   b. The Auctioneer will conduct an auction sale of the remaining
Subject Inventory, which auction may be in-person and/or online as
determined by the Debtors consistent with the Agreement;

   c. The auction will be performed through Bidspotter, a leader in
the industrial online auction industry, and will be preceded by
online advertising and such other appropriate advertising as may be
determined and implemented by the Auctioneer;

   d. The Auctioneer will advance all costs relating to the Sale
and bill its labor out at the rate of $225.00 per man per day;

   e. The Auctioneer's Costs will be reimbursed in an amount not to
exceed $30,000, regardless of whether its actual Costs exceed such
amount, and such reimbursement will be paid from the proceeds of
the Sale – no retainer of upfront payment will be required;

   f. The Sale will be subject to any applicable state and local
sales taxes (estimated to be 10%), which amounts will be collected
by the Auctioneer from the buyers (in addition to the purchase
price) and paid over to the appropriate governmental authorities;
and

   g. The Auctioneer will be entitled to charge and retain a
commission from the auction in the form of a 16% buyer's premium
charged to all buyers.

The Debtors have been unable to sell the remaining Subject
Inventory in the ordinary course of business.  Thus, the proposed
Sale of the Subject Inventory is an essential component to the
Debtors' orderly liquidation efforts.

After considering proposals from multiple auctioneers, the Debtors
have determined that it is in the best interests of their estates
to retain PESCO as their auctioneer and commence the process for
the Sale as soon as possible to minimize administrative costs to
the estates.

Paul E. Saperstein Co., Inc., assures the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.

                       About 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: Seeks to Hire Sifel Nicolaus as Investment Banker
-----------------------------------------------------------------
Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
ask the Bankruptcy Court for authorization to retain and employ
Stifel, Nicolaus & Company, Incorporated and its affiliate Miller
Buckfire & Company LLC, as investment banker to the Debtors,
effective as of the Petition Date.

The parties have entered into the Engagement Letter, which governs
the relationship between Stifel and the Debtors.  The terms and
conditions of the Engagement Letter were heavily negotiated and
reflect the parties’ mutual agreement as to the substantial
efforts and resources that will be required in this engagement.

Stifel's services to the Debtors are not across-the-board
investment banking services.  Instead, the Debtors and Stifel have
agreed to limit Stifel's services on the Debtors' particular need
for specified Sale-related services.  Accordingly, Stifel will
perform such of the following limited investment banking services
as the Debtors may reasonably request, including, in summary:

   a. Advising and assisting the Debtors in connection with the
planning, execution and closing of a Sale of (i) all or
substantially all of the interests in the U.S. based operations of
Cryogenics and/or (ii) all or substantially all of the interests in
the operations of CryoScience;

   b. Performing valuation analyses of the Debtors;

   c. Developing a list of entities that might be potential
purchasers of Cryogenics or CryoScience and/or any of their
respective businesses, securities or assets;

   d. Identifying opportunities for the Sale of Cryogenics or
CryoScience;

   e. Initiating and coordinating discussions with potential
purchasers;

   f. Preparing a document or documents to describe Cryogenics and
its management and financial status for use in discussions with
prospective purchasers;

   g. Advising the Debtors concerning opportunities for the Sale of
Cryogenics or CryoScience (whether or not identified by Stifel);
and

   h. Participating on the Debtors' behalf in negotiations
concerning the Sale of Cryogenics or CryoScience.

In consideration of the services to be provided by Stifel, subject
to the Court's approval, the Debtors and Stifel have agreed to the
terms of compensation and reimbursement in the Engagement Letter,
which are, in summary:

   a. Sale Fee: Upon a Sale, the greater of $400,000 or the sum of
the following percentages of aggregate Sale Consideration:

   Up to $30 million: 1.5%
   Between $30 and $40 million: 3.0% Over $40 million: 7.0%

   b. Expenses: The Debtors will reimburse Stifel for its expenses
incurred in connection with the matters contemplated by the
Engagement Letter, including, without limitation, reasonable fees,
disbursements, and other charges of Stifel's counsel, but not over
$50,000 in the aggregate without the Debtors' reasonable consent.

   c. Multiple Fees: Stifel will be entitled to multiple Sale Fees
only if aggregate Consideration across all Sales exceeds
$26,666,667, above which amount Stifel is entitled only to the
percentage-based Sale Fee and not the $400,000 minimum.

Robert Kaplan, managing director of Stifel Nicolaus & Company,
assures the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

                  Committee Seeks Clarification

The Committee has filed a limited objection to (i) address certain
inconsistencies and concerns with Stifel's retention and the Stifel
Engagement Letter and (ii) address Stifel's retention under section
328(a) of the Bankruptcy Code.  The Committee does not oppose the
retention of Stifel as investment banker to the Debtors, but
believes that certain terms and provisions of the Engagement Letter
are unclear and/or inconsistent and should be revised prior to
approval.

The Committee seeks clarification of certain terms of the proposed
retention as set forth in the Engagement Letter which appear to be
internally inconsistent.  The Committee also seeks clarification as
to payment of any fees to Stifel in the event that a Sale is
consummated with one or more of the Secured Parties which involves
a "credit bid" by the Secured Parties.

The Committee is represented by:

         Lowenstein Sandler LLP
         Mary E. Seymour, Esq.
         Wojciech F. Jung, Esq.
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973-597-2500
         Fax: (973) 597-2400

                       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.


TEEKAY CORP: Moody's Lowers CFR to B2 & Changes Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Teekay
Corporation: Corporate Family Rating to B2 from B1 and senior
unsecured debt rating to B3 from B2.  Moody's also lowered the
Speculative Grade Liquidity rating to SGL-4 from SGL-3.  The rating
outlook is negative.

This action resolves the review for downgrade initiated on Dec. 18,
2015, prompted by the company's announcement that it would
substantially reduce the distributions it receives from its Master
Limited Partnership (MLP) subsidiaries, Teekay LNG Partners L.P.
(not rated) and Teekay Offshore Partners L.P. (not rated), and
re-allocate them to the MLP growth projects.

Moody's has taken these actions:

Issuer: Teekay Corporation:

  Corporate Family Rating, downgraded to B2 from B1;

  Senior Unsecured Bond/Debentures due 2020, downgraded to B3 from

   B2;

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

The rating outlook was changed to negative from rating under
review.

                        RATINGS RATIONALE

The downgrades reflect the diminished stand-alone financial
flexibility at the Parent, given the significantly lower cash flow
it expects to receive (from the MLPs) without any change in its
financial obligations, particularly in a stress scenario.
Distributions to the Parent are not contractually required but have
provided support to the rating.  Teekay has a weak liquidity
profile, heightened by its near-term refinancing risks associated
with two secured facilities (maturing in the second and third
quarters of 2016), and reducing revolving credit facilities at the
subsidiaries.  The prospects of the market values recovering to
restore asset coverage of Parent debt closer to historical levels
could be weak for some time.

Teekay has indicated its intent to preserve cash at the
subsidiaries to fund committed projects at the MLP level that
extend for some time.  Moody's anticipates that continued
challenges with funding projects through the equity markets and the
potential for project delays to increase funding costs, would
prompt the MLPs to conserve cash for an extended period.  This
would limit the MLPs' ability to materially support debt reduction
at the Parent and in the consolidated capital structure.  Further,
it would prolong the prioritization of cash flows to repaying
subsidiary debt rather than Parent debt.  Moody's anticipates that
Parent leverage (Debt to EBITDA) will remain above 6x over the next
year and consolidated leverage at about 6x.

The negative outlook reflects Moody's expectation of a weak
liquidity position at the Parent, given its near-term refinancing
risks and the potential for continued weakness in the subsidiaries'
customer end-markets (or increased project funding needs) to lead
to margin pressures.  This would limit the MLPs' cash flow
distribution capacity, notwithstanding their mostly contracted
business.

The SGL-4 Speculative Grade Liquidity rating reflects Moody's
expectation of a continued weak stand-alone cash flow profile and
reduced financial flexibility of the Parent.  The rating
anticipates more modest cash balances at the Parent and considers
the limited availability under its revolving facility as well as
its near-term refinancing risks.  Moody's estimates the Parent's
cash balance (approximately $300 million as of September 30, 2015)
will sufficiently cover the nearest debt maturity of about $70
million, due in the second quarter of 2016, if it is not refinanced
prior to its maturity.

Successful execution of the asset disposal strategy such that
Teekay Parent substantially reduces its debt so that Debt to EBITDA
approaches 4.0 times, could provide positive ratings momentum.
Moody's foresees no upwards pressure on the ratings near term.
The ratings could be downgraded if: (i) Moody's expects cash at
Teekay Parent to fall below $200 million, or if upcoming debt
maturities at Parent or the subsidiaries are not refinanced on a
timely basis; or (ii) Parent does not fully transfer or repay the
secured debt associated with each of its vessels upon their
disposal; (iii) there is a further decline in the distributions
received by Parent or an increase in its funded debt; or (iv) if
declines in the market capitalizations of the MLP subsidiaries are
sustained, thereby pressuring the market prices of the Parent's
limited or general partnership units.  Repurchases of Parent's
common shares could also result in a ratings downgrade, if made
before a majority of its debt is repaid or assumed by the daughters
with no contractual recourse to Teekay.

The principal methodology used in these ratings was Global Shipping
Industry published in February 2014.

Teekay Corporation, a Marshall Islands Corporation headquartered in
Bermuda with executive offices in Vancouver Canada, is an
operational leader and project developer in the marine midstream
space.  Through its general partnership interests in two master
limited partnerships (MLPs), Teekay LNG Partners L.P. (NYSE: TGP,
unrated ) and Teekay Offshore Partners L.P. (NYSE: TOO, unrated),
its controlling ownership of Teekay Tankers Ltd. (NYSE: TNK,
unrated) and its fleet of directly-owned vessels and offshore
units, Teekay is responsible for managing and operating
consolidated vessel assets with a book value of about $9.4 billion,
comprised of 215 liquefied gas, offshore, and conventional tanker
assets, including vessels on order or under conversion, and
ownership interests in a number of joint ventures. Teekay provides
a comprehensive set of marine services to the world's leading oil
and gas companies.  It and its subsidiaries have common management
and the subsidiaries have conflict committees to assure
transactions between the group's various units are conducted at
arm's length.  The company reported consolidated revenue of $2.3
billion for the twelve months ended Sept. 30, 2015.


TOWN SPORTS: Moody's Lowers CFR to Caa2, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Town Sports International
Holdings, Inc.'s ("TSIH") Corporate Family Rating to Caa2 from B3
and its Probability of Default Rating to Caa2-PD from B3-PD. In
connection with this action, Moody's also lowered the ratings on
Town Sports International, LLC's senior secured bank facility to
Caa2 from B3.  TSI is a wholly-owned subsidiary of TSIH
(collectively, "Town Sports").  In a related action, Moody's
affirmed Town Sports' SGL-3 Speculative Grade Liquidity Rating. The
rating outlook is negative.

The downgrade of Town Sports' CFR reflects the company's continued
overall and comparable-club revenue declines that have further
weakened operating metrics, resulting in sustained negative free
cash flow generation and an untenable capital structure.  The sharp
decline in revenue per member, coupled with increased operating
expenses for new and existing clubs produced almost a 650 basis
point contraction in EBITA margin to 3.2% in 2015, which followed a
reduction in profitability of similar magnitude in 2014.  Moody's
projects that margins will likely contract further over the next 12
months (all ratios incorporate Moody's standard adjustments).

The negative outlook reflects Moody's expectation that operating
performance will continue to weaken over the next 12 months, with
little to no free cash flow generation until the company stabilizes
its top-line and reverses negative trends in member attrition.  The
outlook also addresses our concerns regarding the potential for
repurchases of outstanding debt at severe discounts to par that
could result in an economic loss to lenders, which Moody's would
consider a limited default.

The downgrades of the ratings on the senior secured revolver and
first-lien term loan to Caa2 were a function of the two-notch
downgrade of Town Sports' CFR.

These ratings actions were taken:

Town Sports International Holdings, Inc.

  Corporate Family Rating downgraded to Caa2 from B3;
  Probability of Default Rating downgraded to Caa2-PD from B3-PD;
  Speculative Grade Liquidity Rating affirmed at SGL-3;

Town Sports International, LLC

  $45 million Senior Secured Revolving Credit Facility due 2018
   downgraded to Caa2 (LGD3) from B3 (LGD3);
  $306 million (originally $325 million) Senior Secured First-Lien

   Term Loan B due 2020 downgraded to Caa2 (LGD3) from B3 (LGD3)

                          RATING RATIONALE

The Caa2 CFR reflects Town Sports' sustained weak operating
performance and declining comparable-club revenue, as well as
Moody's expectation that a material near-term reversal in the
negative trends demonstrated over the last several quarters is
unlikely.  With no expectation for material debt reduction beyond
mandatory term loan amortization, weakening profitability will lead
to increasing debt leverage and a potentially unsustainable
long-term capital structure.  Moody's believes EBITA margins will
continue to decline in 2016 due to higher operating costs for new
and existing clubs and high attrition rates, particularly among
higher-price members.  Although the company has undertaken various
cost-saving initiatives to improve cash flow generation, it may
take several quarters to realize the full benefit of these efforts.
In addition, the rating incorporates Moody's concern regarding
Town Sports' regional concentration in the Mid-Atlantic and
Northeast US regions, particularly in the New York City metro area.
Also factored into the rating is the competitive pressure that the
company faces from both high-end and low-cost fitness club
operators within its key markets, as well as other fitness
alternatives, which could limit growth opportunities.  While the
conversion to the new, low-price model initiated in 4Q14 helped
grow membership count after several consecutive quarters of
declines, the long-term effectiveness of this change in strategy in
improving overall performance remains uncertain.  The ratings are
supported by Town Sports' market position as a large-scale fitness
club operator, strong brand awareness and favorable fundamentals
for the health and fitness industry.

The rating on the senior secured credit facility reflects the
overall probability of default for Town Sports, which Moody's rates
Caa2-PD.  The Caa2 ratings on the revolver and first-lien term loan
are the same as the CFR, as the bank facility comprises 100% of the
company's debt capital structure.  Moody's also believes that the
support being provided to the bank facility by the relatively large
amount of lease rejection claims (in a default scenario) is
currently offset by substantially higher-than-expected loss
severity, keeping the bank facility rating in line with the CFR.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's view
that Town Sports will maintain an adequate liquidity profile over
the next 12 months.  As of Sept. 30, 2015, the company had a cash
balance of $88 million, which Moody's expects will decline slightly
in the fourth quarter of 2015 and remain flat in 2016. Currently,
the company has sufficient liquidity to fund basic cash needs,
including $3.1 million of annual term loan amortization and close
to $14 million of annual cash interest expense, as well as budgeted
capital expenditures, for at least the next 12 to 18 months without
relying on external financing.  The company also has an undrawn $45
million revolving credit facility due 2018 ($3 million of
outstanding letters of credit).  The facility includes a total
leverage covenant that restricts borrowing capacity under the
revolver to 25% of the committed amount if total leverage (as
defined by the Credit Agreement) is greater than 4.5x.  As of
September 30, 2015, the company significantly exceeded the maximum
leverage threshold, resulting in total current borrowing capacity
(excluding letters of credit) of $11.25 million, and Moody's does
not expect full availability to be restored.  All assets are
encumbered to secure borrowings under the credit facility.  The
company could generate cash from the sale of owned club locations,
however it would likely be required to apply a portion of the
proceeds to debt prepayment.  Aside from the revolver, the company
has no material debt maturities until the term loan matures in
2020.

Given the continued deterioration in operating performance and
capital structure concerns, an upgrade of Town Sports' ratings is
unlikely over the near term.  However, a significant increase in
membership count that drives positive comparable-club revenue
growth with stronger EBITA margins could result in positive rating
actions.  Positive free cash flow generation and full access to the
revolving credit facility could also lend support to a rating
upgrade or stabilization of the outlook.

The ratings could be downgraded if membership count declines
materially, if comparable-club revenues weaken further or if
liquidity deteriorates.  Material repurchases of outstanding debt
at substantial discounts to par could also have negative rating
implications.

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

Town Sports International Holdings, Inc., through its wholly-owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States.  As of Sept. 30, 2015,
the company operated 153 fitness clubs under four key regional
brand names; New York Sports Clubs, Boston Sports Clubs, Washington
Sports Clubs and Philadelphia Sports Clubs as well as three clubs
in Switzerland.  In 2014, the company introduced BFX Studio, its
private studio brand, which offers cycling, personal training and
group exercise classes.  These clubs collectively served
approximately 534,000 members as of 3Q15. Revenue for the 12 months
ended Sept. 30, 2015 was $433 million.


VARIANT HOLDING: Beach Point Funds to Open April 12 Auction
-----------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved bid procedures submitted by Variant
Holding Company, LLC and its affiliated debtors, for the proposed
sale of all or substantially all of the real property, comprising
23 apartment complexes.

The proposed sale contemplates the sale of the Properties as (a) a
portfolio of all of the Debtors' 23 Properties ("Full Portfolio"),
(b) a group of less than all of the 23 Properties, or (c)
individual Properties, free and clear of all liens, claims,
encumbrances and other interests other than those permitted by the
Stalking Horse Agreement to stalking horse purchaser BPC VHI, L.P.,
Beach Point Total Return Master Fund, L.P., and Beach Point
Distressed Master Fund, L.P.("Beach Point Funds").

Judge Shannon approved Beach Point Funds' status as the Stalking
Horse and also approved, pursuant to the terms of the Stalking
Horse Agreement, an expense reimbursement not to exceed
$1,500,000.

The Bid Procedures contain, among others, the following relevant
terms:

     (a) Bid Deadline: April 5, 2016 at 5:00 p.m.

     (b) Objection Deadline: April 5 2016 at 5:00 p.m.

     (c) If no timely Qualified Bids other than the Stalking Horse
Purchaser's Qualified Bid are submitted on or before the Bid
Deadline, the Debtors shall not hold an Auction and shall request
at a Sale Hearing that the Court approve the Stalking Horse
Agreement and the transactions contemplated thereunder.

     (d) Auction Date: April 12, 2016
     
     (e) Sale Hearing: April 20, 2016 at 11:00 a.m.

Judge Shannon acknowledged that the Bid Procedures are fair,
reasonable, appropriate and are designed to maximize recovery with
respect to the Sale.  He further acknowledged that the Stalking
Horse Purchaser has expended, and will likely continue to expend,
considerable time, money and energy pursuing the purchase of the
Assets and has engaged in extended arm's length and good faith
negotiations over the terms and conditions of the Stalking Horse
Agreement and the Bid Procedures.

Arbor Realty SR, Inc. and Snowdon Partners Properties 15, LLC, et
al., filed objections to the motion.

Arbor Realty SR, Inc., is represented by:

          Derek C. Abbott, Esq.
          Erin R. Fay, Esq.
          MORRIS, NICHOLS, ARSHT & TUNNELL LLP
          1201 North Market Street, 16th Floor
          P.O. Box 1347
          Wilmington, DE 19899-1347
          Telephone: (302)658-9200
          Facsimile: (302)658-3989
          E-mail: dabbott@mnat.com
                 efay@mnat.com

                - and -

          Lawrence P. Gottesman, Esq.
          Lauren J. Pincus, Esq.
          ALLEGAERT BERGER & VOGEL LLP
          111 Broadway, 20th Floor
          New York, NY 10006
          Telephone: (212)571-0550
          Facsimile: (212)571-0555

Snowdon Partners Properties 15, LLC and Snowdon FX3 Huddie, LLC are
represented by:

          Stuart M. Brown, Esq.
          Daniel N. Brogan, Esq.
          DLA PIPER LLP
          1201 North Market Street, Suite 2100
          Wilmington, DE 19801-1147
          Telephone: (302)468-5700
          Facsimile: (302)394-2341
          E-mail: stuart.brown@dlapiper.com
                 daniel.brogan@dlapiper.com

                - and -

          Russell E. Krone, Esq.
          THOMPSON KRONE, P.L.C.
          4601 East Ft. Lowell Road, Suite 109
          Tucson, AZ 85712
          Telephone: (520)884-9694, Ext. 12
          Facsimile: (520)323-4613
          E-mail: russ@thompsonkrone.com

Variant Holding Company, LLC, and its affiliated debtors are
represented by:

          Richard M. Pachulski, Esq.
          Maxim B. Litvak, Esq.
          Peter J. Keane, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          919 North Market Street, 17th Floor
          P.O. Box 8705
          Wilmington, DE 19899-8705 (Courier 19801)
          Telephone: (302)652-4100
          Facsimile: (302)652-4400
          E-mail: rpachulski@pszjlaw.com
                  mlitvak@pszjlaw.com
                  pkeane@pszjlaw.com

BPC VHI, L.P., et. al., are represented by:

          Mark D. Collins, Esq.
          Robert J. Stearn, Jr., Esq.
          Robert C. Maddox, 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
                  stearn@rlf.com
                  maddox@rlf.com

                - and -

          Daniel M. Petrocelli, Esq.
          James M. Pearl, Esq.
          Michael S. Neumeister, Esq.
          O'MELVENY & MYERS LLP
          1999 Avenue of the Stars
          Los Angeles, CA 90067
          Telephone: (310)553-6700
          Facsimile: (310)246-6779
          E-mail: dpetrocelli@omm.com
                  jpearl@omm.com
                  mneumeister@omm.com

                - and -

          Suzzanne S. Uhland, Esq.
          O'MELVENY & MYERS LLP
          Two Embarcadero Center, 28th Floor
          San Francisco, CA 94111
          Telephone: (415)984-8700
          Facsimile: (415)984-8701
          E-mail: suhland@omm.com

                  About Variant Holding Company

Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014.  Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.

Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016.  Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201
Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3
Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").

The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units.  The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing
units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.


VARIANT HOLDING: Files Rule 2015.3 Periodic Report
--------------------------------------------------
Variant Holding Company LLC and its affiliates filed a report on
the value, operations and profitability, as of Dec. 31, 2015, of
these companies in which they hold a substantial or controlling
interest:

   Companies                              Interest of Estate  
   ---------                              ------------------  
   Third Maryland Investments LLC         100% Direct Interest
   Conix Commercial Investments LLC       100% Direct Interest
   Pebble Creek Apartments LLC            48.2% Indirect Interest
   Conpartments LLC                       100% Indirect Interest
   Fina Seasons LLC                       90% Indirect Interest
   Seasons Partners LLC                   90% Indirect Interest
   Spencer Highway Self Storage LLC       100% Direct Interest
   Conix Commercial LLC                   100% Direct Interest
   NC Storage LLC                         100% Indirect Interest
   Tucson Mall Suites LLC                 100% Indirect Interest
   FX3 JV LLC                             66.68% Direct Interest
   FX3 JV2 LLC                            54.925% Direct Interest
   FX3 JV3 LLC                            76.515% Direct Interest
   Fort Mill Self Storage LLC             100% Indirect Interest
   Franklin Self Storage LLC              100% Indirect Interest
   Little Rock Self Storage LLC           100% Indirect Interest
   Superior Main Avenue Self Storage LLC  100% Indirect Interest
   Depo New Hope Self Storage LLC         100% Indirect Interest   
   
   Remington Oaks Apartments LLC          100% Direct Interest
   Pecan Crossing Apartments LLC          100% Direct Interest
   San Marin Apartments LLC               100% Direct Interest
   Westmoreland Apartments LLC            50% Indirect Interest
   Casa Grande Village Apartments LLC     50% Indirect Interest
   Colonia De Tucson LLC                  50% Indirect Interest

Variant Holding filed the report pursuant to Bankruptcy Rule
2015.3.  The report is available for free at http://is.gd/Kwakuf

                      About Variant Holding

Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014.  Variant Holding estimated $100 million to $500 million
in assets and less than $100 million in debt.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.

Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016.  Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").

The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units.  The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing units.
Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.


VILLAGE AT LAKERIDGE: 9th Cir. Says Rabkin Can Vote on Plan
-----------------------------------------------------------
The United States Court of Appeals for the Ninth Circuit affirmed
the judgment of the Bankruptcy Appellate Panel, which held that Dr.
Robert Rabkin is neither a statutory nor non-statutory insider and
reversed the portion of the bankruptcy court's order that excluded
Rabkin's vote for plan confirmation purposes.

Debtor Village at Lakeridge, LLC, has only one member: MBP Equity
Partners 1, LLC.  MBP is managed by a board of five members, one of
whom is Kathie Bartlett.  On October 27, 2011, shortly after
Lakeridge filed a Disclosure Statement and an initial Plan of
Reorganization, Rabkin purchased MBP's unsecured claim for $5,000.
Rabkin shares a close business and personal relationship with
Bartlett, which is unrelated to Bartlett's position with MBP.

On July 1, 2012, U.S. Bank National Association moved to designate
Rabkin's claim and disallow it for plan voting purposes.  U.S. Bank
contended that Rabkin was both a statutory and non-statutory
insider, and that the assignment to Rabkin was made in bad faith.

The bankruptcy court held that Rabkin was not a non-statutory
insider and that Rabkin did not purchase MBP's claim in bad faith.
However, the bankruptcy court designated Rabkin's claim and
disallowed it for plan voting, because it determined Rabkin had
become a statutory insider by acquiring a claim from MBP.

The BAP reversed the finding that Rabkin had become a statutory
insider as a matter of law by acquiring MBP's claim, but affirmed
the findings that Rabkin was not a non-statutory insider and that
the claim assignment was not made in bad faith.  The BAP also held
that Rabkin could vote to accept the Lakeridge plan because he was
an impaired creditor who was not an insider.

On appeal, the Ninth Circuit held that a person does not become a
statutory insider solely by acquiring a claim from a statutory
insider.  Thus, the Ninth Circuit concluded that Rabkin did not
become a statutory insider by way of assignment and was not a
statutory insider in his own capacity.

The Ninth Circuit also affirmed the lower court's finding that
Rabkin is not a non-statutory insider.  The appellate court found
that U.S. Bank presented no evidence that Rabkin had a relationship
with Lakeridge comparable to those listed in Section 103(31) of the
Bankruptcy Code, or that Rabkin's relationship with Bartlett is
sufficiently close to compare with any category listed in Section
103(31).

The case is U.S. BANK N.A., Trustee, et al., by and through
CWCapital Asset Management LLC, solely in its capacity as Special
Servicer, Appellant, v. THE VILLAGE AT LAKERIDGE, LLC, Appellee,
ROBERT ALAN RABKIN, Real Party in Interest. IN RE THE VILLAGE AT
LAKERIDGE, LLC, FKA Magnolia Village, LLC, Debtor. U.S. BANK N.A.,
Trustee, et al., by and through CWCapital Asset Management LLC,
solely in its capacity as Special Servicer, Appellant, v. THE
VILLAGE AT LAKERIDGE, LLC, Appellee, ROBERT ALAN RABKIN, Real Party
in Interest, Nos. 13-60038, 13-60039 (9th Cir.), relating to IN RE
THE VILLAGE AT LAKERIDGE, LLC, FKA Magnolia Village, LLC, Debtor.

A full-text copy of the 9th Circuit's February 8, 2016 opinion is
available at http://is.gd/FBjHCCfrom Leagle.com.

Appellant is represented by:

          Gregory A. Cross, Esq.
          VENABLE, LLP
          750 E. Pratt Street, Suite 900
          Baltimore, MD 21202
          Tel: (410)244-7400
          Fax: (410)244-7442
          Email: gacross@venable.com

            -- and --

          Keith C. Owens, Esq.
          Jennifer L. Nassiri, Esq.
          VENABLE, LLP
          2049 Century Park East, Suite 2100
          Los Angeles, CA 90067
          Tel: (310)229-9900
          Fax: (310)229-9901
          Email: kowens@venable.com
                 jlnassiri@venable.com

Debtor/Appellee is represented by:

          Alan R. Smith, Esq.
          Holly E. Estes, Esq.
          THE LAW OFFICES OF ALAN R. SMITH
          505 Ridge Street
          Reno, NV 89501
          Tel: (775) 786-4579
          Email: mail@asmithlaw.com


W/S PACKAGING: Moody's Says Weak Qtr Sales Pressures Credit Metrics
-------------------------------------------------------------------
Moody's Investors Service says W/S Packaging Group, Inc.'s (B3,
negative) sales and earnings decline in the quarter ended December
2015 prompted an equity infusion to avoid a covenant breach and put
pressure on the company's liquidity and credit metrics as it faces
another covenant step down in the March 2016 quarter.


W/S PACKAGING: S&P Lowers CCR to 'CCC', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on W/S Packaging Holdings Inc. to 'CCC' from 'B'. The
outlook is negative.

At the same time, S&P lowered its issue-level rating on subsidiary
W/S Packaging Group Inc.'s senior secured credit facility, which
includes its term loan and revolving credit facility, to 'CCC+'
from 'B+'.  The recovery rating on the facility's debt remains '2',
reflecting S&P's expectation of substantial (70%-90%; low end of
the range) recovery in the event of a payment default.

"The negative outlook reflects our view that the company is at risk
of violating its financial covenant and not meeting its scheduled
principal and interest payments if operating performance does not
improve significantly and the company does not obtain a timely
amendment to its credit agreement," said Standard & Poor's credit
analyst Christopher Corey.

S&P could lower the rating if the company is unable to improve its
liquidity and/or it becomes apparent that the company will breach
its covenants and will not be able to secure a waiver or amendment
to prevent or cure the breach.  One or both of these events could
lead us to the conclusion that a default is inevitable.

S&P could revise the outlook to stable or raise the rating if W/S
Packaging is able to successfully amend its credit agreement, such
that looser financial covenants allow for adequate availability
under its revolving credit facility and thus reduce the likelihood
that the company will default over the ensuing 12 months.  This
action would need to be supported by an improving trend in sales
and EBITDA so as to bolster the company's free cash flow from
operations and liquidity position.


YELLOW CAB: Unsecured Creditors Challenge Chicago Unit's Plan
-------------------------------------------------------------
Jessica Corso at Bankruptcy Law360 reported that the plan by
Chicago's Yellow Cab unit to sell off its bankrupt business appears
to be a poorly disguised attempt by its owners to free themselves
from $40 million in liabilities in order to repurchase the company
for a pittance, according to objections filed by Clifford Law
Offices and the company's unsecured creditors committee on Feb. 8,
2016.  Yellow Cab Affiliation Inc.'s Chapter 11 plan, filed in
November, anticipates a $500,000 sale of its assets in order to pay
off creditors, including former real estate attorney Marc Jacobs.

                   About Yellow Cab Affiliation

Chicago, Illinois-based Yellow Cab Affiliation, Inc., filed for
Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-09539) on March
18, 2015.  The petition was signed by Michael Levine, president.

Bankruptcy Judge Hon. Carol A. Doyle presides over the case.
Matthew T. Gensburg, Esq., and Martin S Kedziora, Esq., at
Greenberg Traurig, LLP, and Bruce Zirinksky represent the Debtor in
its restructuring effort.

The Debtor estimated assets at $1 million to $10 million and debt
of $10 million to $50 million.


ZUCKER GOLDBERG: Ex-Judge Named Examiner; Report Due March 25
-------------------------------------------------------------
In the Chapter 11 case of Zucker, Goldberg & Ackerman, LLC, Judge
Christine M. Gravelle on Feb. 8, 2016, entered an order approving
the Acting U.S. Trustee's appointment of Donald H. Steckroth, Esq.
as Examiner.

Judge Steckroth served as a United States Bankruptcy Judge for the
District of New Jersey from 2001 to 2015.  He is a former
bankruptcy judge.  He is a member of the bankruptcy and corporate
restructuring practice at Cole Schotz PC.

Judge Steckroth can be reached at:

         Donald H. Steckroth, Esq.
         Member
         COLE SCHOTZ PC
         1325 Avenue of the Americas, 19th Floor
         New York, NY 10019
         TEL: 646-563-8956
         MOBILE: 201-407-3311
         FAX: 646-563-7956
         E-mail: dsteckroth@coleschotz.com

                          Examiner Motion

The Official Committee of Unsecured Creditors on Jan. 15, 2016,
filed a motion for an order (i) directing the appointment of
examiner pursuant to 11 U.S.C. Sec. 1104(c); or (ii) appointing a
chapter 11 trustee pursuant to 11 U.S.C. Sec. 1104(a), pursuant to
11 U.S.C. Sec. 1104(c).

"It is ironic that the Debtor was in no hurry to file for
bankruptcy (despite losing $53 million from 2010 to 2015), but is
now seeking to get out of bankruptcy as quickly as possible by
seeking to confirm its ill-conceived plan.  It is concerning to say
the least that the proposed plan does not attempt to deal with
claims against the Insiders, and given the current state of the
Debtor's liquidity and the financial wherewithal of the estate, the
ability to pursue any Insider Claim post-confirmation is in grave
doubt," the Committee said in the Examiner Motion.

"The Committee respectfully submits that the appointment of an
examiner pursuant to section 1104 of the Bankruptcy Code is a
better alternative to maximize the recovery to creditors.  The
Committee believes that the charge of the examiner would be to
conduct an investigation and identify the claims that the estate
has against the current and former members of the Debtor (the
"Members") and related third parties and entities (collectively,
with the Members, the "Insiders").  The investigation should
analyze the merits of the Insider Claims and propose the amount
each insider should repay to the estate in exchange for which the
estate would release claims pursuant to a substantive Plan of
liquidation."

The Debtor consented to the appointment of an examiner.

On Feb. 3, 2016, Judge Gravelle ordered that:

   * The Acting United States Trustee for Region 3 is directed to
appoint an examiner pursuant to 11 U.S.C. Sec. 1104(c).

   * The Examiner is authorized to investigate any and all claims
of the estate against insiders (as that term is defined under 11
U.S.C. Sec. 101(31)) and related third parties and any matters
determined to be appropriate by the Examiner after consultation
with the Debtor, and the Committee, and the UST and any other
parties in interest in the Examiner's discretion.

   * The Examiner shall, before commencing the Authorized
Investigation, meet and confer with the Debtor, the Committee, the
UST and any other party in interest in the Examiner's discretion.

   * Within 10 days after the later of entry of the Feb. 3 Order or
the date on which the UST files a notice of the Examiner's
appointment, the Examiner shall propose a work and expenses plan.

   * The Examiner may retain professionals (including his or her
professional services firm) if he or she determines that such
retention is necessary to discharge his or her duties, with such
retention to be subject to Court approval under standards
equivalent to those set forth in 11 U.S.C. Sec. 327.

   * The Examiner shall be authorized to issue subpoenas and Orders
pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure,
if appropriate, to obtain information necessary in connection with
the Authorized Investigations.

   * The Examiner shall prepare and file a written report of his or
her findings with respect to the Authorized Investigation pursuant
to Sec. 1106(a)(4) and 1106(b) of the Bankruptcy Code on or before
March 25, 2016, or by such extended date as may be fixed by the
Court. If during the course of the Authorized Investigation, the
Examiner discovers evidence that warrants the appointment of a
chapter 11 trustee under Sec. 1104 or the conversion of the case to
one under chapter 7 pursuant to Sec. 1112 of the Bankruptcy Code,
the Examiner will immediately report these finding to the UST and
the estate fiduciaries.

   * The Debtor, the Committee and the Examiner shall mutually
coordinate and cooperate in connection with the performance of the
Examiner's duties.  The Debtor (and other parties subject to the
investigation) will provide to Examiner all non-privileged
documents and information that the Examiner deems relevant to
perform the Authorized Investigations.  No Stored Records -- as
that term is defined in the Court's Abandonment Order dated Dec.
18, 2015 -- will be destroyed prior to Feb. 29, 2016 in order to
permit the Examiner an opportunity to determine whether any Stored
Records may be relevant to the Authorized Investigations and the
destruction date is modified accordingly without prejudice to the
right of the examiner to seek additional time if required.

   * Until the Examiner has filed the Report, neither the Examiner
nor the Examiner's representatives or agents shall make any public
disclosures concerning the performance of the Examiner's duties,
except in hearings before the Court.  

   * The Examiner will be a "party in interest" under 11 U.S.C.
Sec. 1109(b) with respect to matters that are within the scope of
the Authorized Investigations, and shall be entitled to appear at
hearings and be heard with respect to the Authorized
Investigations.

                       About Zucker Goldberg

Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters.  The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm.  ZGA's primary offices
are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on
Aug. 3, 2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing
and balloting agent.

On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee.  The
Committee on Oct. 15, 2015, won approval to retain McCarter &
English, LLP ("McCarter") to serve as Committee counsel, effective
as Aug. 14, 2015.


[*] Deloitte Study Shows 175 Oil Producers Face Bankruptcy Risk
---------------------------------------------------------------
Ernest Scheyder, writing for Reuters, reports that roughly a third
of oil producers are at high risk of slipping into bankruptcy this
year as low commodity prices crimp their access to cash and ability
to cut debt, a study conducted by Deloitte reveals.  Those roughly
175 companies at risk of bankruptcy have more than $150 billion in
debt, with the slipping value of secondary stock offerings and
asset sales further hindering their ability to generate cash,
Deloitte said.  The study, which was released on Tuesday, is based
on a review of more than 500 publicly traded oil and natural gas
exploration and production companies across the globe, Reuters
says.


[*] Moody's Takes Negative Rating Actions on 6 US Regional Banks
----------------------------------------------------------------
Moody's Investors Service has taken negative rating actions on six
US regional banking groups with comparatively high energy-lending
concentrations.  The long-term ratings, standalone baseline credit
assessments (BCA), adjusted BCAs, and long-term Counterparty Risk
(CR) Assessments of the following four banking groups were placed
on review for downgrade: BOK Financial Corporation (Issuer Rating
A2); Cullen/Frost Bankers, Inc. (Issuer Rating A2); Hancock Holding
Company (Issuer Rating Baa1); and Texas Capital Bancshares, Inc.
(Issuer Rating Baa3).  In addition, the Prime-1 short-term deposit
rating and Prime-1(cr) short-term CR Assessment of Hancock Holding
Company's lead bank, Whitney Bank, were placed on review for
downgrade.  The ratings, BCAs, adjusted BCAs, and CR Assessments of
the following two banking groups were affirmed, but their outlooks
were changed to negative from stable: Comerica Incorporated (Issuer
Rating A3) and Associated Banc-Corp (Senior Unsecured Baa1).

In related actions, Moody's affirmed the ratings and mantained the
outlooks of three other banks with comparatively high
energy-lending concentrations: Amarillo National Bank (Issuer
Rating Baa1), BBVA Compass Bancshares, Inc. (Issuer Rating Baa3)
and Zions Bancorporation (Senior Unsecured MTN (P)Ba1).

                         RATINGS RATIONALE

Moody's said the negative rating actions were driven by three broad
factors.  First, these banks hold comparatively large
energy-related loan exposures when compared to their tangible
common equity.  Second, the prolonged period of low oil prices and
Moody's expectation that prices will remain low for an extended
period undermine the quality of the banks' energy-related loans.
Third, to various degrees, these banks operate in regional
economies where the energy sector contributes more to the local
economy than the national average, exposing the banks to
deterioration in their non-energy loan portfolios.

Regarding the four banks whose ratings were placed on review for
downgrade (BOK Financial Corporation, Cullen/Frost Bankers, Inc.,
Hancock Holding Company, and Texas Capital Bancshares, Inc.), their
energy concentrations are comparatively large, making them more
prone to asset quality deterioration if oil prices remain
depressed.  The median ratio of outstanding energy loans to
tangible common equity for these banks is 90%, which is
significantly higher than the 10%-15% median for all rated US
regional banks.  Furthermore, for these banks, the energy sector is
a more important contributor to their local markets than to the
national average.  This higher contribution makes their non-energy
loans more prone to a recession due to prolonged low oil prices.

During its review, Moody's will focus on the risk of the current
stressful environment to the banks' financial performance.  Moody's
revised moderate and severe stress assumptions on US banks' energy
exposures and energy-dependent economies will also be a
consideration.  The revised assumptions, which include a prolonged
period of low oil prices, result in both a higher probability of
default and loss given default for the banks' energy borrowers.  In
addition, Moody's will focus on the mitigating strengths the banks
possess and whether they are sufficient to protect the banks'
credit profiles against this further stress.  Moody's notes the
main mitigating elements supporting the banks' creditworthiness are
their capital levels and their strong liquidity profiles, which are
anchored by their deposit bases.  In regards to Texas Capital
Bancshares, Inc., Moody's will also focus on the bank's strategy
for enhancing its comparatively weak capital position in light of
the current environment.

Regarding the two banks whose rating outlooks were changed to
negative from stable (Comerica Incorporated and Associated
Banc-Corp), Moody's said low oil prices could weigh on the banks'
ratings if there is evidence of significant additional stress in
their energy portfolios or credit deterioration in the banks'
non-energy exposures.  The rating affirmations were based on
Moody's view that their current credit standing is resilient to the
weak energy sector.  Their resilience is due to lower direct and
indirect energy exposure compared to the four banks whose ratings
were placed on review for downgrade.  For these two banks, their
median ratio of outstanding energy loans to tangible common equity
is a lower 47%.  They also operate in local markets in which the
energy sector contributes less to the economy. The banks' solid
capital and strong liquidity profiles help protect their
creditworthiness, added Moody's.

Regarding the three banks whose ratings were affirmed and outlooks
maintained (Amarillo National Bank, BBVA Compass Bancshares, Inc.,
and Zions Bancorporation), Moody's said their current ratings and
outlooks incorporate the likelihood of additional stress in the
energy sector.

                      What Could Change the Ratings

For Amarillo National Bank, downward movement in the BCA could
emerge if Moody's believes the bank's underwriting standards are
weakening, possibly evidenced by above-average loan growth.  To
return the outlook back to stable, the bank would need to
demonstrate good resilience against deterioration in its energy
portfolio as has been the case in the past.  For upward rating
pressure to emerge, the bank would need to improve its geographical
diversification without increasing its risk profile.

For Associated Banc-Corp, downward movement in the BCA could emerge
if there is further deterioration in the bank's asset quality or a
further decline in its core profitability.  To return the outlook
back to stable, the bank would need to demonstrate good resilience
against deterioration in its energy portfolio.  For upward rating
pressure to emerge, the bank would need to show a sustainable
improvement in its core profitability without increasing its risk
profile.

For BBVA Compass Bancshares, Inc., a weakening in core
profitability and asset quality relative to same-rated peers could
lead to downward movement in the BCA.  Negative pressure could also
develop if Moody's believes the bank is embarking on an asset
growth strategy that adds risk to the balance sheet in an attempt
to improve earnings, such as outsized commercial and industrial
loan growth.  Upward rating pressure could result from sustained
improvement in the bank's profitability while maintaining good
asset quality and capital ratios.

For BOK Financial Corporation, downward pressure in the BCA could
emerge if the bank's capital and/or profitability declined from
expected levels.  Given the review for downgrade, there is limited
upward rating pressure at this time.  Nonetheless, a sustained
increase in oil prices would be credit positive.

For Comerica Incorporated, aggressive capital management, a
sizeable acquisition, or notable deterioration in asset quality
could lead to downward movement in the bank's BCA.  To return the
outlook back to stable, the bank would need to demonstrate good
resilience against deterioration in its energy portfolio.  For
rating upward pressure to emerge, the bank would need to show a
sustained improvement in its profitability.

For Cullen/Frost Bankers, Inc., downward movement in the BCA could
emerge in the event of a more aggressive credit posture in either
its loan or securities portfolio, a comparatively large acquisition
or reduced profitability from the persistent low interest rate
environment.  Given the review for downgrade, there is limited
upward rating pressure at this time.  Nonetheless, a sustained
increase in oil prices would be credit positive.

For Hancock Holding Company, downward movement in the BCA could
emerge if profitability and/or capital declined from expected
levels.  Given the review for downgrade, there is limited upward
rating pressure at this time.  Nonetheless, a sustained increase in
oil prices would be credit positive.

For Texas Capital Bancshares, Inc., downward movement in the BCA
could emerge if there was evidence of a relaxation in controls over
the bank's commercial real estate and/or mortgage warehouse lending
business.  Given the review for downgrade, there is limited upward
rating pressure at this time.  Nonetheless, a sustained increase in
oil prices would be credit positive.

For Zions Bancorporation, upward movement in the BCA could occur if
the company can improve profitability as a result of better cost
management.  Zions' successful execution of restructuring
initiatives would support these efforts.  As its loan book grows,
Zions will need to show that its enhanced risk management can
control its commercial real estate and energy exposure and maintain
its good asset quality, while reducing potential earnings
volatility.  Downward movement in the BCA could emerge if there is
a rebuilding of asset concentrations, a decline in capital or a
reversal of improvements in asset quality.

List of Affected Ratings

Issuer: Amarillo National Bank

Affirmations:

  Baseline Credit Assessment, Affirmed a3
  Adjusted Baseline Credit Assessment, Affirmed a3
  Long-Term Counterparty Risk Assessment, Affirmed A2(cr)
  Short-Term Counterparty Risk Assessment, Affirmed P-1(cr)
  Long-Term Bank Deposit Rating, Affirmed A1
   Short-Term Bank Deposit Rating, Affirmed P-1
  Issuer Rating, Affirmed Baa1
  Outlook, Remains Negative

Issuer: Associated Banc-Corp

Affirmations:

  Senior Unsecured Regular Bond/Debenture, Affirmed Baa1
  Subordinate Regular Bond/Debenture, Affirmed Baa1
  Non-cumulative Preferred Stock, Affirmed Baa3 (hyb)
  Senior Unsecured Commercial Paper, Affirmed P-2
  Senior Unsecured Shelf, Affirmed (P)Baa1
  Subordinate Shelf, Affirmed (P)Baa1
  Non-Cumulative Preferred Shelf, Affirmed (P)Baa3
  Subordinate Medium-Term Note Program, Affirmed (P)Baa1
  Outlook, Changed To Negative From Stable

Issuer: Associated Bank, N.A.

Affirmations:

  Baseline Credit Assessment, Affirmed a3
  Adjusted Baseline Credit Assessment, Affirmed a3
  Long-Term Counterparty Risk Assessment, Affirmed A2(cr)
  Short-Term Counterparty Risk Assessment, Affirmed P-1(cr)
  Long-Term Bank Deposit Rating, Affirmed A1
  Short-Term Bank Deposit Rating, Affirmed P-1
  Outlook, Changed To Negative From Stable

Issuer: BBVA Compass Bancshares, Inc.

Affirmations:

  Issuer Rating, Affirmed Baa3
  Senior Unsecured Shelf, Affirmed (P)Baa3
  Subordinate Shelf, Affirmed (P)Baa3
  Preferred Shelf, Affirmed (P)Ba1
  Non-Cumulative Preferred Shelf, Affirmed (P)Ba2
  Non-cumulative Preferred Stock, Affirmed Ba2 (hyb)
  Outlook, Remains Stable

Issuer: Compass Bank

Affirmations:

  Baseline Credit Assessment, Affirmed baa2
  Adjusted Baseline Credit Assessment, Affirmed baa2
  Long-Term Counterparty Risk Assessment, Affirmed Baa1(cr)
  Short-Term Counterparty Risk Assessment, Affirmed P-2(cr)
  Long-Term Bank Deposit Rating, Affirmed A3
  Short-Term Bank Deposit Rating, Affirmed P-2
  Issuer Rating, Affirmed Baa3
  Senior Unsecured Regular Bond/Debenture, Affirmed Baa3
  Subordinate Regular Bond/Debenture, Affirmed Baa3
  Senior Unsecured Bank Note Program, Affirmed (P)Baa3
  Subordinate Bank Note Program, Affirmed (P)Baa3
  Short-Term Bank Note Program, Affirmed (P)P-3
  Outlook, Remains Stable

Issuer: BOK Financial Corporation

On Review for Downgrade:

  Issuer Rating, Placed on Review for Downgrade, currently A2
  Outlook, Changed To Rating Under Review From Negative

Issuer: BOKF, NA

On Review for Downgrade:

  Baseline Credit Assessment, Placed on Review for Downgrade,
   currently a1
  Adjusted Baseline Credit Assessment, Placed on Review for
    Downgrade, currently a1
  Long-Term Counterparty Risk Assessment, Placed on Review for
   Downgrade, currently Aa3(cr)
  Long-Term Bank Deposit Rating, Placed on Review for Downgrade,
   currently Aa2
  Issuer Rating, Placed on Review for Downgrade, currently A2
  Subordinate Regular Bond/Debenture, Placed on Review for
   Downgrade, currently A2

Affirmations:

  Short-Term Counterparty Risk Assessment, Affirmed P-1(cr)
  Short-Term Bank Deposit Rating, Affirmed P-1
  Outlook, Changed To Rating Under Review From Negative

Issuer: Comerica Incorporated

Affirmations:

  Issuer Rating, Affirmed A3
  Senior Unsecured Regular Bond/Debenture, Affirmed A3
  Subordinate Regular Bond/Debenture, Affirmed A3
  Outlook, Changed To Negative From Stable

Issuer: Comerica Bank

Affirmations:

  Baseline Credit Assessment, Affirmed a2
  Adjusted Baseline Credit Assessment, Affirmed a2
  Long-Term Counterparty Risk Assessment, Affirmed A1(cr)
  Short-Term Counterparty Risk Assessment, Affirmed P-1(cr)
  Long-Term Bank Deposit Rating, Affirmed Aa3
  Short-Term Bank Deposit Rating, Affirmed P-1
  Issuer Rating, Affirmed A3
  Senior Unsecured Regular Bond/Debenture, Affirmed A3
  Subordinate Regular Bond/Debenture, Affirmed A3
  Senior Unsecured Bank Note Program, Affirmed (P)A3
  Subordinate Bank Note Program, Affirmed (P)A3
  Short-Term Bank Note Program, Affirmed (P)P-2
  Outlook, Changed To Negative From Stable

Issuer: Cullen/Frost Bankers, Inc.

On Review for Downgrade:

  Issuer Rating, Placed on Review for Downgrade, currently A2
  Subordinate Regular Bond/Debenture, Placed on Review for
   Downgrade, currently A2
  Non-cumulative Preferred Stock, Placed on Review for Downgrade,
   currently Baa1 (hyb)
  Outlook, Changed To Rating Under Review From Negative

Issuer: Frost Bank

On Review for Downgrade:

  Baseline Credit Assessment, Placed on Review for Downgrade,
   currently a1
  Adjusted Baseline Credit Assessment, Placed on Review for
   Downgrade, currently a1
  Long-Term Counterparty Risk Assessment, Placed on Review for
   Downgrade, currently Aa3(cr)
  Long-Term Bank Deposit Rating, Placed on Review for Downgrade,
   currently Aa2
  Issuer Rating, Placed on Review for Downgrade, currently A2

Affirmations:

  Counterparty Risk Assessment, Affirmed P-1(cr)
  Short-Term Deposit Rating, Affirmed P-1
  Outlook, Changed To Rating Under Review From Negative

Issuer: Cullen/Frost Capital Trust II

On Review for Downgrade:

  Backed Preferred Stock, Placed on Review for Downgrade,
   currently A3 (hyb)

Issuer: Hancock Holding Company

On Review for Downgrade:

  Issuer Rating, Placed on Review for Downgrade, currently Baa1
  Subordinate Regular Bond/Debenture, Placed on Review for
   Downgrade, currently Baa1
  Senior Unsecured Shelf, Placed on Review for Downgrade,
   currently (P)Baa1
  Subordinate Shelf, Placed on Review for Downgrade, currently
   (P)Baa1
  Preferred Shelf, Placed on Review for Downgrade, currently
   (P)Baa2
  Non-cumulative Preferred Shelf, Placed on Review for Downgrade,
   currently (P)Baa3
  Outlook, Changed To Rating Under Review From Negative

Issuer: Whitney Bank

On Review for Downgrade:

  Baseline Credit Assessment, Placed on Review for Downgrade,
   currently a3
  Adjusted Baseline Credit Assessment, Placed on Review for
   Downgrade, currently a3
  Long-Term Counterparty Risk Assessment, Placed on Review for
   Downgrade, currently A2(cr)
  Short-Term Counterparty Risk Assessment, Placed on Review for
   Downgrade, currently P-1(cr)
  Long-Term Bank Deposit Rating, Placed on Review for Downgrade,
   currently A1
  Short-Term Bank Deposit Rating, Placed on Review for Downgrade,
   currently P-1
  Issuer Rating, Placed on Review for Downgrade, currently Baa1
  Outlook, Changed To Rating Under Review From Negative

Issuer: Whitney National Bank

On Review for Downgrade:

  Backed Subordinate Regular Bond/Debenture, Placed on Review for
   Downgrade, currently Baa1

Issuer: Texas Capital Bancshares, Inc.

On Review for Downgrade:

  Issuer Rating, Placed on Review for Downgrade, currently Baa3
   Subordinate Regular Bond/Debenture, Placed on Review for
   Downgrade, currently Baa3
  Non-cumulative Preferred Stock, Placed on Review for Downgrade,
   currently Ba2 (hyb)
  Outlook, Changed To Rating Under Review From Negative

Issuer: Texas Capital Bank, National Association

On Review for Downgrade:

  Baseline Credit Assessment, Placed on Review for Downgrade,
   currently baa2
  Adjusted Baseline Credit Assessment, Placed on Review for
   Downgrade, currently baa2
  Long-Term Counterparty Risk Assessment, Placed on Review for
   Downgrade, currently Baa1(cr)
  Long-Term Bank Deposit Rating, Placed on Review for Downgrade,
   currently A3
  Subordinate Regular Bond/Debenture, Placed on Review for
   Downgrade, currently Baa3

Affirmations:

  Short-Term Counterparty Risk Assessment, Affirmed P-2(cr)
  Short-Term Bank Deposit Rating, Affirmed P-2
  Outlook, Changed To Rating Under Review From Negative

Issuer: Zions Bancorporation

  Non-cumulative Preferred Stock, Affirmed Ba3 (hyb)
  Senior Unsecured Medium-Term Note Program, Affirmed (P)Ba1
  Short-Term Medium-Term Note Program, Affirmed (P)NP

Issuer: ZB, N.A.

Affirmations:

  Baseline Credit Assessment, Affirmed baa3
  Adjusted Baseline Credit Assessment, Affirmed baa3
  Long-Term Counterparty Risk Assessment, Affirmed Baa2(cr)
  Short-Term Counterparty Risk Assessment, Affirmed P-2(cr)
  Long-Term Bank Deposit Rating, Affirmed Baa1
  Short-Term Bank Deposit Rating, Affirmed P-2
  Issuer Rating, Affirmed Ba1
  Outlook, Remains Positive

Issuer: Amegy Corporation

Affirmations:

  Issuer Rating, Affirmed Ba1
  Outlook, Remains Positive


[*] Supreme Court Denies Appeal on Student-Loan Erasure
-------------------------------------------------------
Brent Kendall and Josh Mitchell of The Wall Street Journal reported
that the Supreme Court turned away an appeal that sought to make it
easier to erase student loans in bankruptcy, sidestepping an issue
that has become a focal point for consumer advocates and lawmakers
as millions of borrowers fall behind on their payments.  The court,
in a brief written order, said it wouldn't consider an appeal by an
unemployed Wisconsin man who owes more than $260,000 in
student-loan debt from business and law school.
Mark Tetzlaff, 57 years old, filed for Chapter 7 liquidation in
2012, and sought to have his student-loan debt wiped away, saying
his alcoholism, depression and criminal record have prevented him
from finding a job and repaying his debt.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re El Minuto Cafe, Inc
   Bankr. D. Ariz. Case No. 16-00811
      Chapter 11 Petition filed January 29, 2016
         See http://bankrupt.com/misc/azb16-00811.pdf
         represented by: Eric Ollason, Esq.
                         E-mail: eollason@182court.com

In re Michael D. Sweetney
   Bankr. D. Md. Case No. 16-11180
      Chapter 11 Petition filed February 3, 2016

In re JTC'S LLC
   Bankr. D. Ariz. Case No. 16-00976
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/azb16-00976.pdf
         represented by: Richard A Drake, Esq.
                         DRAKE LAW FIRM PLC
                         E-mail: rdrake@bdlawyers.com

In re Fred Minagar
   Bankr. C.D. Cal. Case No. 16-10342
      Chapter 11 Petition filed February 4, 2016
         represented by: M Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES LLP
                         E-mail: jhayes@srhlawfirm.com

In re Akbar Baharian-Mehr
   Bankr. C.D. Cal. Case No. 16-10462
      Chapter 11 Petition filed February 4, 2016
         represented by: Christopher P Walker, Esq.
                         E-mail: cwalker@cpwalkerlaw.com

In re Original Grass Hopper, Inc.
   Bankr. C.D. Cal. Case No. 16-10955
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/cacb16-10955.pdf
         represented by: David D Horton, Esq.
                         JACQUELINE MARY MCQUIGG & ASSOCIATE
                         E-mail: david@attorneypalmsprings.com

In re Olympian Way LLC
   Bankr. N.D. Cal. Case No. 16-30141
      Chapter 11 Petition filed February 4, 2016
         filed Pro Se

In re 470 NLSD BKB, LLC
   Bankr. M.D. Fla. Case No. 16-00723
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/flmb16-00723.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         BRANSONLAW PLLC
                         E-mail: jeff@bransonlaw.com

In re Mark L. Stevens and Mary K. Stevens
   Bankr. D.N.H. Case No. 16-10138
      Chapter 11 Petition filed February 4, 2016

In re F.D. Washington Realty, LLC
   Bankr. D.N.J. Case No. 16-12092
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/njb16-12092.pdf
         represented by: Tomas Espinosa, Esq.
                         E-mail: te@espinosaesq.com

In re Coraopolis Lodge No. 696, Loyal Order of Moose, Inc.
   Bankr. W.D. Penn. Case No. 16-20366
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/pawb16-20366.pdf
         represented by: Christopher M. Frye, Esq.
                         STEIDL & STEINBERG
                         E-mail: chris.frye@steidl-steinberg.com

In re Wayne Roy Hall, II
   Bankr. W.D. Penn. Case No. 16-70066
      Chapter 11 Petition filed February 4, 2016

In re Borinquen Parking Services Inc
   Bankr. D.P.R. Case No. 16-00791
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/prb16-00791.pdf
         represented by: Robert Millan, Esq.
                         MILLAN LAW OFFICES
                         E-mail: rmi3183180@aol.com

In re Luis A Vargas Rodriguez
   Bankr. D.P.R. Case No. 16-00812
      Chapter 11 Petition filed February 4, 2016

In re Poultry Pellets of Arcadia, LLC
   Bankr. E.D. Tex. Case No. 16-90033
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/txeb16-90033.pdf
         represented by: Steven Milton Dowd, Esq.
                         LAW OFFICE OF STEVEN M DOWD
                         E-mail: smdowd9000@aol.com

In re Butler Venture Group, LLC
   Bankr. E.D. Va. Case No. 16-10400
      Chapter 11 Petition filed February 4, 2016
         See http://bankrupt.com/misc/vaeb16-10400.pdf
         represented by: Daniel M. Press, Esq.
                         CHUNG & PRESS, PC
                         E-mail: dpress@chung-press.com

In re Christopher Paul Brown
   Bankr. W.D. Wash. Case No. 16-10557
      Chapter 11 Petition filed February 4, 2016


In re Naman's Meat Company, Inc.
   Bankr. S.D. Ala. Case No. 16-00353
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/alsb16-00353.pdf
         represented by: Robert M. Galloway, Esq.
                         GALLOWAY WETTERMARK EVEREST RUTENS
                         E-mail: bgalloway@gallowayllp.com

In re 2nd Chance Real Estate Fundi. LLC
   Bankr. D. Ariz. Case No. 16-01039
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/azb16-01039.pdf
         represented by: Aaron C. Huber, Esq.
                         Huber Barney PLLC
                         E-mail: ahuber@huberbarney.com

In re Victor Romero Corporation
   Bankr. E.D. Cal. Case No. 16-20652
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/caeb16-20652.pdf
         represented by: Richard L. Jare, Esq.
                         E-mail: chapter13bankruptcy@yahoo.com

In re Francisco Rezende
   Bankr. N.D. Cal. Case No. 16-50367
      Chapter 11 Petition filed February 5, 2016

In re Christl M Treptow
   Bankr. S.D. Cal. Case No. 16-00604
      Chapter 11 Petition filed February 5, 2016

In re WBY, Inc
   Bankr. N.D. Ga. Case No. 16-52291
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/ganb16-52291.pdf
         represented by: Edward F. Danowitz Jr., Esq.
                         DANOWITZ & ASSOCIATES, PC
                         E-mail: edanowitz@danowitzlegal.com

In re Charice M. Phillips
   Bankr. N.D. Ill. Case No. 16-03455
      Chapter 11 Petition filed February 5, 2016

In re James Joseph Allen and Kim Michelle Allen
   Bankr. S.D. Ind. Case No. 16-00589
      Chapter 11 Petition filed February 5, 2016

In re Anthony W Thornton and Elizabeth C Thornton
   Bankr. W.D. Ky. Case No. 16-10090
      Chapter 11 Petition filed February 5, 2016

In re Michigan Access Inc.
   Bankr. E.D. Mich. Case No. 16-20174
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/mieb16-20174.pdf
         represented by: Rozanne M. Giunta, Esq.
                         LAMBERT LESER, ATTORNEYS AT LAW
                         E-mail: rmgiunta@lambertleser.com

In re Russell E. Cox and Teri L. Cox
   Bankr. E.D. Mich. Case No. 16-41495
      Chapter 11 Petition filed February 5, 2016

In re Stepping Stones, Inc.
   Bankr. N.D. Miss. Case No. 16-10372
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/msnb16-10372.pdf
         represented by: Robert Gambrell, Esq.
                         GAMBRELL & ASSOCIATES, PLLC
                         E-mail: rg@ms-bankruptcy.com

In re Compassionate Health Care Inc. A Home Health Agency
   Bankr. D.N.J. Case No. 16-12166
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/njb16-12166.pdf
         represented by: Nella M. Bloom, Esq.
                         BLOOM & BLOOM, LLC
                         E-mail: nella@bloomandbloom.net

In re M.D. Clark, Inc. t/a First Service Restoration
   Bankr. E.D. Penn. Case No. 16-10800
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/paeb16-10800.pdf
         represented by: ALBERT A. CIARDI, III, Esq.
                         CIARDI CIARDI & ASTIN, PC
                         E-mail: aciardi@ciardilaw.com

In re Lolas Cafe Bakery & Deli, Corporacion
   Bankr. D.P.R. Case No. 16-00848
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/prb16-00848.pdf
         represented by: Juan A Santos Berrios, Esq.
                         SANTOS-BERRIOS LAW OFFICES, LLC
                         E-mail: santosberriosbk@gmail.com

In re Norberto Antonio Cruz Montoyo and Santa Teresita Hernandez
Melendez
   Bankr. D.P.R. Case No. 16-00867
      Chapter 11 Petition filed February 5, 2016

In re Ammo Kan, LLC
   Bankr. D. Wyo. Case No. 16-20061
      Chapter 11 Petition filed February 5, 2016
         See http://bankrupt.com/misc/wyb16-20061.pdf
         represented by: Hampton M. Young, Jr., Esq.
                         LAW OFFICE OF HAMPTON M. YOUNG JR., PC
                         E-mail: hamp@hamptonyounglaw.com

In re David's Party Store, Inc.
   Bankr. E.D. Mich. Case No. 16-30248
      Chapter 11 Petition filed February 7, 2016
         See http://bankrupt.com/misc/mieb16-30248.pdf
         represented by: Jeffrey A. Chimovitz, Esq.
                         E-mail: jeffchimovitz@gmail.com

In re Paul William Koval
   Bankr. D. Alaska Case No. 16-00026
      Chapter 11 Petition filed February 8, 2016
         represented by: Robert P. Crowther, Esq.
                         E-mail: crowther.lawoffice@acsalaska.net

In re Village Ventures Realty, Inc.
   Bankr. W.D. Ark. Case No. 16-70284
      Chapter 11 Petition filed February 8, 2016
         See http://bankrupt.com/misc/arwb16-70284.pdf
         represented by: Marc Honey, Esq.
                         HONEY LAW FIRM, PA
                         E-mail: mhoney@honeylawfirm.com

In re Almario P. Gonzales and Myrna B. Gonzales
   Bankr. C.D. Cal. Case No. 16-11527
      Chapter 11 Petition filed February 8, 2016
         represented by: Daren M Schlecter, Esq.
                         LAW OFFICE OF DAREN M SCHLECTER
                         E-mail: daren@schlecterlaw.com

In re EM Package Store, LLC
   Bankr. D. Conn. Case No. 16-30181
      Chapter 11 Petition filed February 8, 2016
         See http://bankrupt.com/misc/ctb16-30181.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re Ronnie Emel Music, Sr.
   Bankr. S.D. Ga. Case No. 16-50083
      Chapter 11 Petition filed February 8, 2016

In re Kenneth J Smondrowski
   Bankr. D. Md. Case No. 16-11407
      Chapter 11 Petition filed February 8, 2016

In re PPC Property Management, LLC
   Bankr. E.D. Mich. Case No. 16-41524
      Chapter 11 Petition filed February 8, 2016
         See http://bankrupt.com/misc/mieb16-41524.pdf
         represented by: Geoffrey T. Pavlic, Esq.
                         STEINBERG SHAPIRO & CLARK
                         E-mail: pavlic@steinbergshapiro.com

In re John Benedict Calado
   Bankr. E.D. Mich. Case No. 16-41545
      Chapter 11 Petition filed February 8, 2016

In re Jamas Children's University, Inc
   Bankr. D.N.J. Case No. 16-12236
      Chapter 11 Petition filed February 8, 2016
         See http://bankrupt.com/misc/njb16-12236.pdf
         represented by: Mark Gertner, Esq.
                         MARK GERTNER, PC
                         E-mail: mark@gertnerlaw.com

In re 183 Reserve, Inc.
   Bankr. S.D.N.Y. Case No. 16-10295
      Chapter 11 Petition filed February 8, 2016
         See http://bankrupt.com/misc/nysb16-10295.pdf
         represented by: Douglas J. Pick, Esq.
                         PICK & ZABICKI LLP
                         E-mail: dpick@picklaw.net

In re Farmacia Sabana Hoyos Inc
   Bankr. D.P.R. Case No. 16-00894
      Chapter 11 Petition filed February 8, 2016
         See http://bankrupt.com/misc/prb16-00894.pdf
         represented by: Noemi Landrau Rivera, Esq.
                         LANDRAU RIVERA & ASSOCIATES
                         E-mail: nlandrau@landraulaw.com

In re Jerome Sydney Heyward
   Bankr. D.S.C. Case No. 16-00564
      Chapter 11 Petition filed February 8, 2016


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***