TCR_Public/160304.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 4, 2016, Vol. 20, No. 64

                            Headlines

ADELPHIA COMMUNICATIONS: ACC Commences Exchange Offers for Claims
ALPHA NATURAL: Wants Sale of Mining Assets, Committee Objects
AMBASSADOR ENERGY: Case Summary & 20 Largest Unsecured Creditors
AMERICAN MEDIA: Provides Liquidity Update to Investors
API TECHNOLOGIES: Agrees to be Acquired by J. F. Lehman Affiliate

API TECHNOLOGIES: Delays Filing of Fiscal 2015 Form 10-K
API TECHNOLOGIES: Selects Delaware Court as Exclusive Forum
ARCHDIOCESE OF ST. PAUL: Sells Hazelwood Property for $365,000
ARMSTRONG WORLD: Moody's Affirms B1 Corporate Family Rating
ASSOCIATED WHOLESALERS: Seeks Termination of Di Giorgio Plan

ATKINSON INVESTMENT: U.S. Trustee Unable to Appoint Committee
BAYTEX ENERGY: Moody's Cuts Corporate Family Rating to Caa1
BELLATRIX EXPLORATION: Moody's Cuts Corp. Family Rating to Caa1
BINDER & BINDER: March 10 Hearing on Stellus Disclosure Statement
BINDER & BINDER: Parties Still Working on Business Plan

BINDER & BINDER: Reaches Deal to Extend USW CBAs by One Year
BINDER & BINDER: Stellus Demands Compliance with DIP Loan Order
BLUBERI GAMING: Court OKs Joint Administration of Ch. 15 Cases
BLUE SUN ST. JOE: Seeks to Avoid Juniper Liens & Secured Claim
BLUE SUN ST. JOE: Withdraws Horton Sale & Plan, Sues Juniper

BRIGHT HORIZONS: Moody's Assigns B1 Rating to Amended Revolver
CALMARE THERAPEUTICS: Incurs $1.1M Net Loss in Third Quarter
CARDIAC SCIENCE: Key Parties Agree to Avoid Structured Dismissal
CARDIAC SCIENCE: Sale Closed; Name Changed to CS Estate Inc.
CASTILONE GROUP: Case Summary & 9 Unsecured Creditors

CHAPARRAL ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment
CHURCH HOME: Fitch Assigns 'BB' Ratings to 2016 Revenue Bonds
CLIFFS NATURAL: Moody's Cuts Corporate Family Rating to 'Ca'
COMBIMATRIX CORP: Reports $6.60-Mil. Net Loss for 2015
CROWN HOLDINGS: Moody's Affirms 'Ba2' Corporate Family Rating

CUBIC ENERGY: Anchorage et al. Now Hold Membership Interests
CUBIC ENERGY: Revised Prepack Plan Declared Effective
CUBIC ENERGY: Shares Held by Tauren & Langtry Cancelled
DEB STORES: Needs Until June 4 to File Ch. 11 Plan
DENBURY RESOURCES: Moody's Cuts Corporate Family Rating to Caa2

DIVERSE ENERGY: SSG Acted as Co-Investment Banker in Asset Sale
EAGLE INC: Taps Simon Peragrine for Non-Bankruptcy Matters
EMERALD INVESTMENT: Trustee Taps Emmet Marvin to Handle Appeals
ENERGY FUTURE: Posts $5.34 Billion Net Loss in 2015
EP ENERGY: Moody's Cuts Corporate Family Rating to B3

EPWORTH VILLA: Court Enters Final Decree Closing Ch 11 Case
FANNIE MAE & FREDDIE MAC: Josh Angel Threatens to Sue Directors
FLOUR CITY: Case Summary & 20 Largest Unsecured Creditors
FLOUR CITY: Files for Chapter 11 as Landlords Seek Eviction
FOREST PARK FORTH WORTH: Arent Fox Tapped as Panel's Co-Counsel

FOREST PARK FORTH WORTH: Files Schedules of Assets and Liabilities
FOREST PARK FORTH WORTH: Panel Hires CohnReznick as Fin'l Advisors
FOREST PARK SOUTHLAKE: US Trustee Names Susan Goodman as Ombudsman
FOUNTAINS OF BOYNTON: Delays Filing of Schedules
FOUNTAINS OF BOYNTON: General Claims Bar Date Set for June 15

FOUNTAINS OF BOYNTON: Hiring Shraiberg Ferrara as Bankr. Counsel
FOUNTAINS OF BOYNTON: Sec. 341 Creditors' Meeting on March 17
FOUR OAKS: Sets Annual Shareholders Meeting for May 23
FOX HILL REALTY: Voluntary Chapter 11 Case Summary
FRAC SPECIALISTS: Creditors Opposes Further Use of Cash Collateral

FRAC SPECIALISTS: Forshey May Seek Reimbursement of Appraiser Fees
FRAC SPECIALISTS: Forshey Paid for CBRE's Retainer
FUTUREWORLD CORP: Inks Exchange Agreement with BLDW Shareholder
GAMESTOP CORP: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.
GULF PACKAGING: Hires ASK LLP as Special Preference Counsel

HALCON RESOURCES: Charles Cusack to Quit as COO
HAMPSHIRE GROUP: In Talks with Lenders, Investors for Funding
HAMPSHIRE GROUP: Posts $2.46 Million Net Loss for June 27 Quarter
HAMPSHIRE GROUP: Price Steps Down as Chief Operating Officer
HAMPSHIRE GROUP: Robin Marino Named as Independent Director

HORSEHEAD HOLDING: Committee Objection to $90MM Loan Resolved
HOVBROS BURLINGTON: Voluntary Chapter 11 Case Summary
HOVENSA LLC: Chapter 11 Plan Declared Effective
INTELLIPHARMACEUTICS INT'L: Files Annual Information Form
INVENTIV HEALTH: To Hold Q4 Conference Call on March 24

JANUS SPECTRUM: SEC's Bid to Freeze Janus Spectrum Assets Granted
JTS LLC: H. Watt & Scott, Et Al. Object to Plan Outline
JVJ PHARMACY: Case Summary & 20 Largest Unsecured Creditors
KING LOGISTICS: U.S. Trustee Unable to Appoint Committee
LENNAR CORP: Fitch Rates Proposed Sr. Notes Offering Due 2021 BB+

MAGNUM HUNTER: Ch. 11 Plan Goes to March 31 Confirmation Hearing
MAGNUM HUNTER: Wants Until July 12 to Remove Actions
MALIBU LIGHTING: Court Approves $3.29-Mil. Inventory Sale
MASSILLON, OH: Moody's Affirms 'Ba1' GOLT Debt Rating
MEG ENERGY: Moody's Cuts Corporate Family Rating to 'Caa2'

METROPOLITAN AUTOMOTIVE: US Trustee Forms 7-Member Creditors Panel
MGIC INVESTMENT: S&P Raises Sr. Unsecured. Debt Rating to 'BB'
MILLENNIUM LAB: 3rd Cir. Denies Direct Appeal by ISL Loan Trust
MOLYCORP INC: Committee Can Hire Paliare Roland as Canadian Counsel
MOLYCORP INC: PJT Partners OK'd Committee's Investment Banker

MUSCLEPHARM CORP: Reports Selected Preliminary Q4 2015 Results
NAVISTAR INTERNATIONAL: To Present Q1 Results on March 8
NEW PLAN: Fitch Affirms 'BB-' Rating on 2011 Revenue Bonds
NGL ENERGY: Fitch Withdraws 'B-/RR6' Rating on $300MM Sr. Notes
NOAH'S LANDING: Voluntary Chapter 11 Case Summary

NORTHERN BLIZZARD: Moody's Cuts Corporate Family Rating to 'B2'
NUVERRA ENVIRONMENTAL: S&P Lowers Corp. Credit Rating to 'CCC-'
OAKLEY REDEVELOPMENT: Fitch Hikes $23.6MM TABs Rating From BB+
ONE SOURCE: Court Approves Lain Faulkner as Accountants
PARAMOUNT RESOURCES: Moody's Cuts Corporate Family Rating to Caa2

PARK 91 LLC: Lender Declares Plan Default, Wants Quick Auction
PEABODY ENERGY: Franklin Pushing for Bankruptcy Filing
PF HOSPITALITY: Raises Going Concern Doubt, Cash Crunch Looms
PICO HOLDINGS: UCP Shares Worth $12, Activist Bloggers Insist
PRIMORSK INTERNATIONAL: AP Services' Holly Etlin Approved as CRO

PRIMORSK INTERNATIONAL: Court Okays Sullivan & Cromwell as Counsel
PRIMORSK INTERNATIONAL: Kurtzman Carson Okayed as Claims Agent
PRIMORSK INTERNATIONAL: May Hire KCC as Administrative Agent
PULTEGROUP INC.: Fitch Rates Senior Note Offerings 'BB+'
QUIRKY INC: Peter Schaeffer Okayed as Wind Down Officer

RAIN CII: Moody's Cuts Corporate Family Rating to 'B3'
REALOGY HOLDINGS: Issues $250-Mil. Senior Notes Due 2021
RESTAURANTS ACQUISITION: Texas Comptroller Wants Transfer of Venue
RESTAURANTS ACQUISITION: Wants Approval of Peterson Settlement
RIDEOUT'S LLC: Case Summary & 4 Unsecured Creditors

ROCKWELL MEDICAL: Incurs $14.4 Million Net Loss in 2015
RYCKMAN CREEK: Hires Kurtzman Carson to Provide Admin Services
RYCKMAN CREEK: Taps APS to Provide CRO and VP of Restructuring
SABLE OPERATING: Debtor, Lenders Agree to Hire Operator
SAN BERNARDINO, CA: Has Until March 30 to File Ch 9 Plan

SAN BERNARDINO: US Trustee Removes 2 Members From Retirees Panel
SEVEN GENERATIONS: Moody's Confirms 'B1' Corporate Family Rating
SFX ENTERTAINMENT: Moody's Cuts PDR to 'D-PD' on Bankr. Filing
SH 130 CONCESSION: Case Summary & 20 Largest Unsecured Creditors
SH 130 CONCESSION: Files for Ch. 11 with $1.2BB in Secured Debt

SPORTS AUTHORITY: $595MM DIP Loan Requires Sale by April 28
SPORTS AUTHORITY: Bankruptcy Part of Larger Wave
SPORTS AUTHORITY: Retains A&G to Manage Sale of Store Leases
SUMMIT MIDSTREAM: S&P Affirms 'B+' CCR, Outlook Stable
SUNCOKE ENERGY: Moody's Cuts Corporate Family Rating to 'B2'

SUNRISE REAL ESTATE: Unit Sells Office Space for RMB 51.8MM
TEMPUR SEALY: S&P Raises CCR to 'BB', Outlook Stable
TGHI INC: Lists $1.3-Mil. in Assets, $25-Mil. in Debts
TRELLIS EARTH: U.S. Trustee Forms Four-Member Committee
TRINITY TOWN: Judge Sets Protocol for Filing of Plan Documents

ULTRA PETROLEUM: Enter Into Waiver & Amendment Agreements
UNIVERSAL WELL: Case Summary & 20 Largest Unsecured Creditors
VANTAGE ONCOLOGY: S&P Puts 'B-' CCR on CreditWatch Positive
VARIANT HOLDING: FX3 Debtors Has Final OK to Use Cash Collateral
VARIANT HOLDING: H14 Debtors Can Use Doral Bank Cash Until Dec. 1

VARIANT HOLDING: Has Final OK to Obtain Beach Point DIP Loans
VARIANT HOLDING: Unsecureds to Get 8% Under Liquidation Plan
VERSO CORP: Bankruptcy Court Approves First Day Motions
VIVID SEATS: Moody's Assigns 'B3' Corporate Family Rating
W&T OFFSHORE: S&P Lowers CCR to 'CCC-', Outlook Negative

WALTER ENERGY: Wants Control of Chapter 11 Case Through September
WESTMORELAND COAL: Director Klingaman Won't Seek Re-Election
WESTMORELAND RESOURCE: Presented at BMO Capital Markets Conference
WOOD RESOURCE: Harbor Community Bank Wants Automatic Stay Modified
[^] BOOK REVIEW: Transnational Mergers and Acquisitions


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ADELPHIA COMMUNICATIONS: ACC Commences Exchange Offers for Claims
-----------------------------------------------------------------
ACC Claims Holdings, LLC on March 3 announced the commencement of
offers to Eligible Holders to exchange (i) class A limited
liability company interests of ACC Claims Holdings, LLC for up to
all of the outstanding ACC Senior Notes Claims (Class ACC 3)
allowed under the Plan of Reorganization, including any
post-petition pre-effective date interest and post-effective date
interest to and including the expiration date of the offers (the
"Senior Claims"), against Adelphia Communications Corporation, and
(ii) class B limited liability company interests of ACC Claims
Holdings, LLC for up to all of the outstanding ACC Trade Claims
(Class ACC 4) allowed under the Plan of Reorganization, including
any post-petition pre-effective date interest and post-effective
date interest to and including the expiration date of the offers
(the "ACC 4 Claims"), and ACC Other Unsecured Claims (Class ACC 5)
allowed under the Plan of Reorganization, including any
post-petition pre-effective date interest and post-effective date
interest to and including the expiration date of the offers (the
"ACC 5 Claims" and, together with the ACC 4 Claims, the "Other
Claims"; the Senior Claims and the Other Claims, together, the
"Claims"), against Adelphia Communications Corporation.  The
exchange offers are being made pursuant to the offers to exchange
and the related letter of transmittal, each dated as of March 3,
2016.  The exchange offers will expire at 5:00 p.m., New York City
time, on March 31, 2016, unless extended (the "Expiration Date").
Eligible Holders of Senior Claims that are validly tendered and not
withdrawn on or prior to the Expiration Date and accepted for
exchange will receive consideration in the form of class A limited
liability company interests in ACC Claims Holdings, LLC, as
described in the offers to exchange.  Eligible Holders of Other
Claims that are validly tendered and not withdrawn on or prior to
the Expiration Date and accepted for exchange will receive
consideration in the form of class B limited liability company
interests in ACC Claims Holdings, LLC, as described in the offers
to exchange.

The exchange offers are contingent upon, among other things,
satisfaction, or waiver by ACC Claims Holdings, LLC, of (i) a
minimum tender on the Expiration Date of 90% of the Claims held by
Eligible Holders outstanding and (ii) the bankruptcy court having
granted and not modified or revoked a motion to waive the notice
requirement of Bankruptcy Rule 3001(e) with respect to the
transfers of Other Claims from holders of such Other Claims to ACC
Claims Holdings, LLC.  ACC Claims Holdings, LLC may amend, extend
or terminate the exchange offers, in its sole discretion.

Any Claim tendered may be validly withdrawn at any time prior to
the Expiration Date.

The exchange offers will only be made, and the offers to exchange
and the related letter of transmittal will only be distributed to,
holders who complete, execute and return an eligibility form
confirming that they are qualified purchasers ("Qualified
Purchasers") as defined in Section 2(a)(51)(A) of the Investment
Company Act of 1940, as amended (except to the extent waived by the
managing member of ACC Claims Holdings, LLC), excluding Benefit
Plan Investors (as defined below), each of which is (x) a qualified
institutional buyer within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), (y) an
institutional investor that qualifies as an "accredited investor"
pursuant to Rule 501(a)(1), (2), (3) or (7) under the Securities
Act or (z) not a U.S. person in an offshore transaction, in each
case as defined in Regulation S under the Securities Act (such
persons, "Eligible Holders").  "Benefit Plan Investor" means a
benefit plan investor, as defined in Section 3(42) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and
includes (a) an employee benefit plan (as defined in Section 3(3)
of Title I of ERISA) that is subject to the fiduciary
responsibility provisions of Title I of ERISA, (b) a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), or (c) any entity whose underlying assets
include, or are deemed for purposes of ERISA or the Code to
include, "plan assets" by reason of any such employee benefit
plan's or plan's investment in the entity.  Holders who desire to
obtain and complete an eligibility form should either visit the
website for this purpose at www.dfking.com/adelphia or call D.F.
King & Co., Inc., the information agent and exchange agent for the
exchange offers, at (800) 761-6523 (toll-free) or (212) 269-5550
(collect for banks and brokers only).

ACC Claims Holdings, LLC is a Delaware limited liability company
formed on November 18, 2015.  ACC Claims Holdings, LLC exists
solely for the purpose of liquidating the claims and distributing
the proceeds thereof to the holders of its limited liability
company interests.  ACC Claims Holdings, LLC does not conduct a
trade or business or engage in any transactions other than
transactions merely incidental to (i) liquidation of claims,
whether by sale, transfer or other disposition by ACC Claims
Holdings, LLC or the claims held thereby, or be merger,
consolidation or other reorganization of ACC Claims Holdings, LLC,
or otherwise, and (ii) its dissolution.  

                  About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation was once the fifth-biggest cable company.  Adelphia
served customers in 30 states and Puerto Rico, and offered analog
and digital video services, Internet access and other advanced
services over its broadband networks.

Adelphia collapsed in 2002 after disclosing that founder John Rigas
and his family owed $2.3 billion in off-balance-sheet debt on bank
loans taken jointly with the company.  Mr. Rigas was sentenced to
12 years in prison, while son Timothy 15 years.

Adelphia Communications and its more than 200 affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on
June 25, 2002.  Willkie Farr & Gallagher represented the Debtors
in their restructuring effort.  PricewaterhouseCoopers served as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas-Managed Entities, were
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31,
2006.  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  The Plan became effective on
Feb. 13, 2007.

The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed
pursuant to the Plan.  The Trust holds certain litigation claims
transferred pursuant to the Plan against various third parties and
exists to prosecute the causes of action transferred to it for the
benefit of holders of Trust interests.  Lawyers at Kasowitz,
Benson, Torres & Friedman, LLP (NYC), represent the Adelphia
Recovery Trust.


ALPHA NATURAL: Wants Sale of Mining Assets, Committee Objects
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alpha Natural
Resources, Inc., et al., is objecting the Debtors' potential sale
of certain mining properties and the bidding and sale procedures
proposed for the sale.  

The Debtors filed with the U.S. Bankruptcy Court for the Eastern
District of Virginia on Feb. 8, 2016, a motion for order
establishing bidding and sale procedures for the potential sale of
the Assets.  A copy of the motion and the proposed bidding
procedures is available for free at:

http://bankrupt.com/misc/AlphaNatural_1464_Feb8motion_bidding.pdf

The Debtors previously initiated a sale process under a prior
bidding procedures for assets that were determined early in the
process to be non-core and, therefore not central to the Debtors'
go-forward businesses.  The Debtors commenced the sale process as
the Debtors continued to refine and update their business and
restructuring plans.

The Debtors now have reached agreement with the DIP lenders on an
agreed business plan, which formed the basis of further agreements
with requisite majorities of the DIP lenders and the pre-petition
lenders on the terms of an overall restructuring approach that will
permit the Debtors to file a Chapter 11 plan in the near term and
then seek to move these cases promptly to conclusion.

Central to the plan structure agreement and the Debtors'
restructuring efforts is a credit bid made by the pre-petition
lenders to serve as the stalking horse bid for a core group of the
Debtors' assets comprised of: (a) all assets used or held for use
primarily in connection with (i) the Alpha Coal West mine complexes
in Wyoming, (ii) the business of Debtor Pennsylvania Land Resources
Holding Company, LLC, the Debtors' natural gas business in the
Marcellus Shale in southwestern Pennsylvania, and (iii) the
McClure, Nicholas and Toms Creek mine complexes in West Virginia
and Virginia; (b) all coal operations and reserves located in
Pennsylvania, including the Cumberland mine complex, the Emerald
mine complex, the Freeport reserves, the Sewickley reserves and all
assets used or held for use primarily in connection therewith,
including all logistics-related assets; (c) the Debtors' interest
in Dominion Terminal Associates; and (d) certain other designated
assets, including certain working capital.

The pre-petition lenders have agreed to provide a stalking horse
bid for the Assets in the amount of $500 million as a credit bid,
plus the assumption of related liabilities, to provide a floor
value for these assets.  The Debtors propose that, among other
things: (i) March 28, 2016, at 5:00 p.m. (prevailing Eastern Time)
be the deadline for the submission of bids; (ii) the auction, if
necessary, be conducted on March 31, 2016; (iii) the sale hearing
be held on or prior to April 12, 2016, to consider the Debtors'
sale of some or all of the Assets to any successful bidders (and to
approve the settlements); and (iv) a potential bidder must deposit
with the Debtors a cash deposit equal to either (a) 10% of the cash
consideration payable at closing (with a minimum of
$100,000 and a maximum of $5,000,000) or (b) other higher or lower
amount as may be agreed upon by the Debtors, after consultation
with the consultation parties.

In an objection filed on Feb. 29, 2016, the Committee says that the
Debtors justified the relief that they sought on the basis that the
DIP financing, along with the pre-petition lenders' consent to use
their alleged cash collateral, would provide the necessary funding
for them to pursue an extended operational and financial
restructuring that would operate for the benefit of their
creditors.  The Debtors, according to the Committee, had more than
one billion dollars of cash on hand and possessed significant
unencumbered assets, which they could have used to access sources
of liquidity on either a consensual or non-consensual basis.  

The Committee claims that the Debtors have not used any of the
seven months since the Petition Date to engage with key
stakeholders on the terms of a Chapter 11 plan yet to be proposed
by the Debtors and that is the subject of an undisclosed plan
structure agreement.  The Committee states that the Debtors instead
seek backdoor approval of the PSA through DIP Amendment No. 5,
which incorporates certain key components of the PSA into new and
existing DIP milestones.  The Committee suspects that the DIP
lenders could use the DIP milestones to, by threat of an event of
default under the DIP credit agreement, enforce the terms of the
PSA, thereby maximizing their recoveries.

A copy of the objection is available for free at:

      http://bankrupt.com/misc/ALPHANATURAL_1659_sale_obj.pdf

The Committee asks the Court that it be allowed to file under seal
portions of (a) its objection to the Debtors' motion for approval
of the sale and the bidding and sale procedures, saying that
excerpts and passages of the transcript of the Feb. 26, 2016
deposition of Homer Parkhill of Rothschild quoted in the objection
contain commercially sensitive information regarding, among other
things, the Debtors' operations financial information, assets, and
business plans.

On March 1, 2016, Williams Mountain, LLC, filed a limited joinder
and statement in support of an objection filed by Rowland Land
Company, LLC, a lessor/counterparty to at least two leases with
Debtors, to the sale and the proposed bidding and sale procedures.
Williams Mountain says that the bidding procedures motion is silent
as to when the Debtors, or a successful bidder, will pay cure
amounts to Williams Mountain with respect to the leases that are to
be assumed or assumed and assigned by the Debtors.

The Ad Hoc Committee of Certain Second Lien Noteholders submitted a
reservation of rights in response to the bidding and sale
procedures as its advisors are still negotiating with the Debtors,
the DIP agent, and the ad hoc committee of certain first-lien
lenders and their respective advisors regarding possible
modifications to the proposed bidding procedures, sale order and
settlements.

On Dec. 22, 2015, Judge Kevin R. Huennekens denied shareholders
George Keritsis, Mark Jankauskas, Kishor Shah, Derek Stebner, Gary
Dellinger, Robert Tepper, Werner Juengling, Deb Covell and Roger
Gwaltney's motion for the appointment of an Official Committee of
Equity Security Holders, following objections from the U.S.
Trustee, administrative agent for the pre-petition and
Debtor-in-possession credit facilities and the steering committee
of DIP lenders and pre-petition lenders, the Committee, and the
Debtors.

Williams Mountain is represented by:

      Richard E. Hagerty, Esq.
      Troutman Sanders LLP
      1850 Towers Crescent Plaza, Suite 500
      Tysons Corner, VA 22182
      Tel: (703) 734-4326
      Fax: (703) 448-6520
      E-mail: richard.hagerty@troutmansanders.com

                  and

      Thomas Persinger, Esq.
      Admitted pro hac vice
      Thomas Persinger PLLC
      179 Summers Street
      Suite 622
      Charleston, WV 25301-2123
      Tel: (304) 343-0850
      Fax: (304) 343-1677 (Facsimile)
      E-mail: mtplaw@frontier.com

The Second Lien Noteholder Committee is represented by:
     
      Michael A. Condyles, Esq.
      Peter J. Barrett, Esq.
      Jeremy S. Williams, Esq.
      Kutak Rock LLP
      Bank of America Center
      1111 East Main Street, Suite 800
      Richmond, Virginia 23219-3500
      Tel: (804) 644-1700
      Fax: (804) 783-6192

                  and

      Paul M. Basta, P.C.
      Stephen E. Hessler, Esq. (admitted pro hac vice)
      Kirkland & Ellis LLP
      Kirkland & Ellis International LLP
      601 Lexington Avenue
      New York, New York 10022
      Tel: (212) 446-4800
      Fax: (212) 446-4900

                  and

      James H.M. Sprayregen, P.C.
      Gregory F. Pesce, Esq. (admitted pro hac vice)
      Kirkland & Ellis LLP
      Kirkland & Ellis International LLP
      300 North LaSalle
      Chicago, Illinois 60654
      Tel: (312) 862-2000
      Fax: (312) 862-2200

                       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.


AMBASSADOR ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ambassador Energy, Inc.
          dba Ambassador Solar Energy
        41120 Elm Street, Suite 105
        Murrieta, CA 92562

Case No.: 16-11880

Chapter 11 Petition Date: March 2, 2016

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Robert B Rosenstein, Esq.
                  ROSENSTEIN & ASSOCIATES
                  28600 Mercedes St Ste 100
                  Temecula, CA 92590
                  Tel: 951-296-3888
                  Fax: 951-296-3889
                  Email: robert@thetemeculalawfirm.com

Total Assets: $0

Total Liabilities: $1.51 million

The petition was signed by Kelly Smith, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb16-11880.pdf


AMERICAN MEDIA: Provides Liquidity Update to Investors
------------------------------------------------------
Representatives of American Media, Inc. began making presentations
to investors regarding the Company using certain slides, copies of
which is available for free at http://is.gd/oR0euZ

The presentations contain, among other things, the following
liquidity update:

   * Cash balance at Dec. 31, 2015, was $1 million

   * Outstanding balance on revolver was $18.2 million

   * Total liquidity of $12.4 million -- improvement of 13%
     compared to prior year

   * Next interest payment - $15.8 million due June 15, 2016

The Company expects to use the Slides, in whole or in part, and
possibly with modifications, in connection with presentations to
investors, analysts and others commencing on March 1, 2016.

                     About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., an in-store magazine merchandising
company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media reported a net loss of $54.3 million on
$344 million of total operating revenues for the fiscal year ended
March 31, 2014, following a net loss of $56.2 million on $349
million of total operating revenues for the year ended March 31,
2013.

As of Dec. 31, 2015, the Company had $423.52 million in total
assets, $437.94 million in total liabilities, $3 million in
redeemable noncontrolling interests and a total stockholders'
deficit of $17.41 million.

                           *     *     *

As reported in the Jan. 9, 2015 edition of the TCR, American Media
carries a 'Caa1' corporate family rating from Moody's.  American
Media's Caa1 CFR reflects the company's elevated total debt to
EBITDA leverage that Moody's expect will rise to the 8-9x range
(Moody's adjusted) over the rating horizon from about 7x as of
Sept. 30, 2014 as a result of lower EBITDA performance that
stems from a reduction in circulation sales associated with the
bankruptcy filing of AMI's second largest publications wholesaler,
Source Interlink Distribution ("Source").  The rating also captures
AMI's weak liquidity profile and deteriorating EBITDA cushion under
the revolver's first-lien leverage covenant resulting from the
lower circulation revenue aggravated by the Source bankruptcy,
which required temporary covenant relief through an amendment to
the credit facility.

The TCR reported on December 2015 that Standard & Poor's Ratings
Services raised its corporate credit rating on Boca Raton,
Fla.-based American Media Inc. to 'CCC+' from 'CCC'.  The upgrade
follows S&P's review of American Media's liquidity and capital
structure after company announced its fiscal third quarter
(ended Sept. 30, 2015) results.


API TECHNOLOGIES: Agrees to be Acquired by J. F. Lehman Affiliate
-----------------------------------------------------------------
API Technologies Corp. announced a definitive agreement providing
for the Company to be acquired by an affiliate of private equity
firm J. F. Lehman & Company, which specializes in the aerospace,
maritime and defense industries.

Under the terms of the agreement, a newly formed affiliate of
JFLCO, will acquire all of the outstanding shares of API
Technologies common stock for $2.00 per share in cash in a merger
transaction.  The cash consideration represents a premium of
approximately 98% to API's closing share price on Feb. 26, 2016,
and a 74% premium to its weighted average trading price over the
trailing 30 days.  The transaction is expected to close in the
second fiscal quarter of 2016.

Robert Tavares, president and chief executive officer of API,
stated, "The acquisition of our company by a JFLCO affiliate
demonstrates support for the strategies and tactics the leadership
team has put in place over the past twelve months.  Under the new
ownership, API will have the liquidity and capital structure needed
to execute on our various business improvement and growth plans -
creating a stronger business for our customers and employees
alike."

Louis Mintz, partner at JFLCO, added, "We're pleased to have API
Technologies join our expanding array of aerospace, defense, and
maritime portfolio companies.  We believe API has tremendous
potential given its strong product portfolio and superior
RF/microwave technology, and we look forward to working with them
to grow the business going forward."

Glenn Shor, principal at JFLCO, added, "Bob Tavares and the senior
management team have established an excellent platform in the
defense electronics market that aligns with our core investment
philosophies at JFLCO.  We're excited to partner with the
management team to take advantage of the many opportunities in
front of API Technologies."

The agreement, which is subject to customary closing conditions,
including the expiration of early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act, was
unanimously approved by the Board of Directors of API Technologies,
and was approved by a written consent of the stockholders of API
Technologies holding a majority of API Technologies' outstanding
shares.

On Feb. 29, 2016, Vintage Albany Acquisition, LLC, the record and
beneficial owner of 22,000,000 shares of Company Common Stock, and
Steel Excel Inc., the record and beneficial owner of 11,377,192
shares of Company Common Stock, approved the Merger and adopted the
Merger Agreement by written consent.  Together, Vintage and Steel
hold over a majority of the outstanding shares of Company Common
Stock.  The approval by Vintage and Steel constitutes the required
approval of the Merger and adoption of the Merger Agreement by the
Company's stockholders under the Delaware General Corporation Law
and the Charter.

The Company has delayed filing of its Form 10-K for the year ending
Nov. 30, 2015, with the Securities and Exchange Commission due to
the timing of the negotiations of the merger agreement.  The
Company intends to file the Form 10-K promptly within the
15-day extension period provided under SEC rules.

Jefferies LLC is acting as financial advisor and Wilson Sonsini
Goodrich & Rosati, Professional Corporation, is acting as legal
advisor to API Technologies.

                     About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at http://www.apitech.com/             

API Technologies reported a net loss attributable to common
shareholders of $19.3 million for the year ended Nov. 30, 2014,
compared to a net loss attributable to common shareholders of $8.28
million for the year ended Nov. 30, 2013.

As of Aug. 31, 2015, the Company had $358 million in total assets,
$260 million in total liabilities and $97.9 million in total
shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


API TECHNOLOGIES: Delays Filing of Fiscal 2015 Form 10-K
--------------------------------------------------------
API Technologies Corp. filed a Form 12b-25 with the Securities and
Exchange Commission regarding the delay in the filing of its annual
report on Form 10-K for the year ended Nov. 30, 2015.

On Feb. 28, 2016, API Technologies entered into an Agreement and
Plan of Merger with RF1 Holding Company and RF Acquisition Sub,
Inc., a wholly owned subsidiary of Parent, providing, subject to
the satisfaction or waiver of the conditions therein, for the
merger of Merger Sub with and into the Company, with the Company
surviving the Merger as a wholly owned subsidiary of Parent.  Due
to the extensive disclosure process and negotiations related to the
Merger Agreement and related agreements and transactions,
substantial management and accounting time and resources were
diverted from the Company's normal process of reviewing and
completing the Form 10-K.

As a result, the Company was unable to file its Annual Report  
within the prescribed time period without unreasonable effort and
expense.  The Company currently expects that its Form 10-K will be
filed within 15 calendar days following the prescribed due date.

Based on current unaudited financial results, for the year ended
Nov. 30, 2015, the Company expects to report revenues of
approximately $232.3 million, compared to $226.9 million for the
year ended Nov. 30, 2014, a net loss of approximately $22.3
million, compared to a net loss of $18.9 million in 2014, and a net
loss per diluted share of $0.40, compared to a net loss per diluted
share of $0.35 in 2014.

                      About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at http://www.apitech.com/             

API Technologies reported a net loss attributable to common
shareholders of $19.3 million for the year ended Nov. 30, 2014,
compared to a net loss attributable to common shareholders of $8.28
million for the year ended Nov. 30, 2013.

As of Aug. 31, 2015, the Company had $358 million in total assets,
$260 million in total liabilities and $97.9 million in total
shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


API TECHNOLOGIES: Selects Delaware Court as Exclusive Forum
-----------------------------------------------------------
The Board of Directors of API Technologies approved an amendment to
the Amended and Restated Bylaws of the Company, according to a Form
8-K report filed with the Securities and Exchange Commission. The
Bylaw Amendment added a new Article XV to the Bylaws that
designates the Court of Chancery in the State of Delaware (or, only
if the Court of Chancery in the State of Delaware declines to
accept jurisdiction over a particular matter, any federal court
within the State of Delaware) as the sole and exclusive forum for
certain legal action, unless the Company consents in writing to the
selection of an alternative forum.

                     About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at http://www.apitech.com/             

API Technologies reported a net loss attributable to common
shareholders of $19.3 million for the year ended Nov. 30, 2014,
compared to a net loss attributable to common shareholders of $8.28
million for the year ended Nov. 30, 2013.

As of Aug. 31, 2015, the Company had $358 million in total assets,
$260 million in total liabilities and $97.9 million in total
shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies, including its
'Caa1' Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ARCHDIOCESE OF ST. PAUL: Sells Hazelwood Property for $365,000
--------------------------------------------------------------
The U.S. Bankruptcy Judge Robert J. Kressel for the District of
Minnesota authorized the Archdiocese of Saint Paul and Minneapolis
to sell the Hazelwood property located at 10310 295th Street West,
in Greenvale Township, Minnesota, along with miscellaneous personal
property at that location.

Judge Kressel also gives approval of the purchase agreement and the
sale of the property, which contemplates a purchase price of
$365,000, subject to a financing contingency.  The buyer agrees to
pay 10% of the sale price, or more in the buyer's sole discretion,
which includes the earnest money of $7,500 down, plus financing of
90% of the sale price.  The Debtor considers this offer as fair and
reasonable as the purchase price is nearest to the Dakota County
estimated market value of $385,700 for Hazelwood for tax purposes.


The Hazelwood purchase agreement includes personal property
addendum conveying certain personal property items found at
Hazelwood as part of the sale of the Property for where the value
is already part of the purchase price.

The Debtor retains NorthMarq Real Estate Services, LLC, d/b/a
Cushman Wakefield NorthMarq, to serve as the broker for the Debtors
in connection with the sale of Hazelwood and other real estate
owned by the Debtor and as permitted under the terms of its
brokerage agreement, and NorthMarq retained the services of Edina
Realty to assist it in the sale of the Property.

Archdiocese of Saint Paul and Minneapolis is represented by:

     Richard D. Anderson, Esq.
     Charles B. Rogers, Esq.
     Benjamin E. Gurstelle, Esq.
     BRIGGS AND MORGAN, P.A.
     2200 IDS Center
     80 South 8th Street
     Minneapolis, MN 55402
     Telephone: (612) 977-8400
     Facsimile: (612) 977-8650
     Email: randerson@briggs.com
            crogers@briggs.com
            bgurstelle@briggs.com

        About The Archdiocese of Saint Paul

The Archdiocese of Saint Paul and Minneapolis was originally
established by the Vatican in 1850 and serves a geographical area
consisting of 12 greater Twin Cities metro-area counties in
Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago,
Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright
counties.  There are 187 parishes and approximately 825,000
Catholic individuals in the region.  These individuals and parishes
are served by 3999 priests and 173 deacons.

The Archdiocese of St. Paul and Minneapolis filed for Chapter 11
protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan.
16, 2015, saying it has large and growing liabilities related to
child sexual abuse and that its pension obligations are
underfunded.

The Debtor disclosed $45,203,010 in assets and $15,890,460 in
liabilities as of the Chapter 11 filing.

The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11
counsel; BGA Management LLC d/b/a Alliance Management as financial
advisor; Lindquist & Vennum LLP as attorney.

Eleven other dioceses have commenced Chapter 11 bankruptcy cases in
the United States to settle claims from current and former
parishioners who say they were sexually molested by priests.

U.S. Trustee for Region 12 appointed five creditors to serve on the
official committee of unsecured creditors.

The U.S. Trustee appointed five creditors to serve on the Committee
of Parish Creditors.  Ginny Dwyer appointed as the acting
chairperson of the committee until such time as the members can
meet and officially elect their own person.


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

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

The following ratings/assessments were affected by this action:

Corporate Family Rating affirmed at B1;

Probability of Default Rating affirmed at B1-PD;

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

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

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

Speculative Grade Liquidity Rating affirmed at SGL-2.

RATINGS RATIONALE

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

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

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

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

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

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

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

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

-- Debt-to-EBITDA remaining above 4.5x

-- Deterioration in the company's liquidity profile

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


ASSOCIATED WHOLESALERS: Seeks Termination of Di Giorgio Plan
------------------------------------------------------------
The Debtors seek Bankruptcy Court approval of a stipulation they
reached with the Pension Benefit Guaranty Corporation regarding
termination of the Third Stated Di Giorgio Retirement Plan.

Debtor AW Liquidation, Inc. (f/n/a Associated Wholesalers, Inc.),
pursuant to a June 2006 Stock Purchase Agreement, purchased the
stock of Di Giorgio Corporation (n/k/a WR Liquidation).  WR
Liquidation previously adopted and currently maintains the Third
Restated Di Giorgio Retirement Plan.  The Pension Plan is a frozen
defined benefit plan covered by the Employee Retirement Income
Security Act of 1974, as amended.  As of June 30, 2015, the value
of the assets in the Pension Plan was approximately $51.4 million.

The price that Sellers received from AWI for the stock of Di
Giorgio was subject to adjustment following the closing date for
certain potential liabilities and anticipated costs. Assets (mainly
consisting of AWI Class B shares) were placed in an escrow account,
referred to as the SPA Escrow, established in accordance with the
SPA for certain adjustment items. In addition, funding of the
Frozen Plan prior to termination was to be accomplished by means of
redeeming certain AWI Class B shares held in the SPA Escrow.

In October 2014, the PBGC issued a notice determining that the
Pension Plan should be terminated to protect the interests of
participants in the Plan and to avoid any unreasonable increase in
the liability of the PBGC insurance fund.

Separately, the PBGC has filed certain claims against each of the
Debtors, including a claim in the estimated amount of $30,332,982
on account of alleged underfunding of the Pension Plan, a claim in
the estimated amount of $3,170,388 on account of contributions
alleged to be owed to the Pension Plan, and a claim in the
estimated amount of $5,257,500 on account of asserted termination
premiums regarding the Pension Plan.

While the amount, validity and/or priority of the PBGC's claims
remain subject to dispute, the Debtors acknowledge that the Pension
Plan is significantly underfunded. The Debtors thus concede that
given the nature of their cases, it is unrealistic to expect that
any of the Debtors will be able to continue to sponsor of the
Pension Plan, as none would be able to bear the ongoing financial
burdens of the Pension Plan, which would include substantial
ongoing contributions to the Pension Plan.

Because it cannot be maintained, the Pension Plan must be
terminated, the Debtors aver.

Accordingly, the Debtors reached a stipulation with the PBGC for
the termination of the Pension Plan.

The Stipulation further provides that that the Debtors may elect to
cause funds to be contributed to the Pension Plan from the
Custodial Account, to the extent authorized by further order of the
Court, and that any amounts paid to the Pension Plan or to the PBGC
from the Custodial Account shall be deemed, at the Debtor's
election, to be contributions to the Pension Plan made prior to,
and in connection with, the termination of the Pension Plan,
irrespective of when such amounts are actually paid, while
expressly reserving the rights of the Debtors and other
parties-in-interest regarding the use(s) of the funds in the
Custodial Account.

Mark Minuti, Esq., of Saul Ewing LLP, represents the Debtors.

                         Parties React

The Investment Committee of the Third Restated Di Giorgio
Retirement Plan filed a limited objection to the Debtors'
Stipulation Motion.

The Investment Committee presently is comprised of Richard Neff and
Emil Solomine. On the Petition Date, David Lieb, AWI's former
Executive Vice President & Secretary, was a member of the
Investment Committee but has resigned as a member around the time
the sale of the Debtors' assets was consummated. In addition to
being a member of the Investment Committee, Mr. Neff and Mr.
Solomine are also beneficiaries of the Frozen Plan.

The Investment Committee is concerned that certain language in the
Stipulation could be improperly used by the Debtors to attempt to
prevent the Investment Committee from participating in negotiations
or litigation concerning the ultimate disposition of, and otherwise
asserting the interests of the Frozen Plan beneficiaries in, the
SPA Escrow.

Accordingly, the Investment Committee urges for the the Proposed
Order should be revised (a) to compel the Debtors to permit the
Investment Committee to participate in litigation or negotiations
concerning the disposition of the SPA Escrow or, alternatively, to
clarify that nothing in the Proposed Order or the Stipulation
determines the right of the Investment Committee to participate in
any negotiations or litigation concerning the SPA Escrow or forms a
basis for excluding the Investment Committee from such negotiations
or litigation and (b) to prohibit the Debtors from
making any withdrawals from the SPA Escrow in the absence of either
(i) consent of all parties asserting such interests, including,
without limitation, the Investment Committee, or (ii) further Court
order.

Richard B. Neff, Stephen R. Bokser and Rose-WR Partners, LP -- the
Rose Parties -- filed with the Court a separate limited objection
to the Stipulation.

The Rose Parties claim that they hold reversionary ownership
interests to the Escrow Funds (SPA Escrow) at issue in the
Stipulation Motion. If the SPA Escrow is not used, a portion of the
SPA Escrow reverts to the Neff Parties, the Rose Parties assert.

Through their Objection, the Rose Parties submit that Pension Plan
participants should be afforded the opportunity to take a lump sum
payout at a 12% discount rate before termination of the Pension
Plan.

Attorneys for the Investment Committee of the Third Restated Di
Giorgio Retirement Plan are:

          BALLARD SPAHR LLP
          Matthew G. Summers, Esq.
          Tobey M. Daluz, Esq.
          919 N. Market Street, 11th Floor
          Wilmington, DE 19801
          Tel No.: (302) 252-4428
          Fax No.: (302) 252-4466
          E-mail: daluzt@ballardspahr.com
                  summersm@ballardspahr.com

Counsel for Richard B. Neff, Stephen R. Bokser and Rose-WR
Partners, LP, are:

          GELLERT SCALI BUSENKELL & BROWN, LLC
          Shannon Dougherty Humiston, Esq.       
          Michael Busenkell, Esq.
          1201 North Orange Street, Suite 300
          Wilmington, Delaware 19801
          Tel No.: (302) 425-5800
          Fax No.: (302) 425-5814
          E-mail: mbusenkell@gsbblaw.com
                  shumiston@gsbblaw.com

                  About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. serviced 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, with distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, served the
mid-Atlantic United States.  AWI is owned by its 500 retail
members, who in turn operate supermarkets.  AWI had 1,459
employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through three
leased warehouse and distribution centers, two of which are located
in Carteret, New Jersey, and one in Woodbridge, New Jersey.  White
Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.  The Debtors were granted joint administration of
their Chapter 11 cases for procedural purposes, under the lead case
of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092.

As of the Petition Date, the Debtors owed the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The Debtors
estimate trade debt of $72 million.  AWI Delaware disclosed $11,440
in assets and $125,112,386 in liabilities as of the Chapter 11
filing.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors
to the Debtors, Lazard Middle Market is serving as financial
advisor, and Carl Marks Advisors is serving as restructuring
advisor to AWI.  Carl Marks' Douglas A. Booth has been tapped as
chief restructuring officer.  Epiq Systems serves as the claims
agent.

The Official Committee of Unsecured Creditors is represented by
David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper
Hamilton, LLP, in Wilmington, Delaware; and Mark T. Power, Esq.,
and Christopher J. Hunker, Esq., at Hahn & Hessen LLP, in New York.
The Committee also has retained Capstone Advisory Group, LLC,
together with its wholly-owned subsidiary Capstone Valuation
Services, LLC, as its financial advisors.

The Troubled Company Reporter, on Nov. 5, 2014, reported that the
Bankruptcy Court authorized Associated Wholesalers to sell
substantially all of its assets, including their White Rose grocery
distribution business, to C&S Wholesale Grocers, Inc.   The C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18.1 million and $152 million, plus other
liabilities, which amount is valued at $194 million.  C&S,
according to Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, ended up paying $86.5 million more cash to be
anointed as the winner at the auction.

Associated Wholesalers, which changed its name to AWI Delaware,
Inc., prior to the approval of the sale.  AWI Delaware notified the
Bankruptcy Court on Nov. 12, 2014, that closing occurred in
connection with the sale of their assets to C&S.  AWI Delaware then
changed its name to ADI Liquidation, Inc., following the closing of
the sale.


ATKINSON INVESTMENT: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the Middle District of Florida that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Atkinson Investment Holding, Inc.

                    About Atkinson Investment

Atkinson Investment Holding, Inc., filed a Chapter 11 petition
(Case No. 16-00711) in the U.S. Bankruptcy Court for the Middle
District of Florida (Tampa) on January 28, 2016.  The petition was
signed by Ann-Margret Arbet, president.  The Debtor has tapped
David W Steen, P.A. as its legal counsel.  The case is assigned to
Judge Catherine Peek McEwen.  The Debtor disclosed total assets of
$2.5 million and debts of $2.16 million.


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

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

Downgrades:

Issuer: Baytex Energy Corp.

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

-- Corporate Family Rating, Downgraded to Caa1 from Ba3

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

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

Ratings Lowered:

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

Outlook Actions:

Issuer: Baytex Energy Corp.

-- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

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

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

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

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

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

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

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


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

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

Downgrades:

Issuer: Bellatrix Exploration Ltd.

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

-- Corporate Family Rating, Downgraded to Caa1 from B1

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

Ratings Lowered:

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

Outlook Actions:

Issuer: Bellatrix Exploration Ltd.

-- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

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

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

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

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

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

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

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


BINDER & BINDER: March 10 Hearing on Stellus Disclosure Statement
-----------------------------------------------------------------
Stellus Capital Investment Corporation, which is a co-proponent
with the statutory unsecured creditors committee to a proposed
reorganization plan for Binder & Binder, has obtained a March 10,
2016 hearing date for approval of the explanatory Disclosure
Statement and a potential confirmation hearing date of April 8,
2016.

On Nov. 18, 2015, Stellus Capital -- a prepetition unsecured lender
and postpetition secured lender -- and the Official Committee of
Unsecured Creditors filed their proposed Joint Plan of Liquidation
for Binder & Binder - The National Social Security Disability
Advocates (NY), LLC, et al.  On Nov. 23, the Proponents filed an
explanatory Disclosure Statement.  A hearing to consider the
Disclosure Statement motion was initially scheduled for Dec. 21,
and was subsequently adjourned.

On Jan. 15, 2016, the plan proponents filed a First Amended Joint
Plan of Reorganization for the Debtors.  A red-lined copy of the
First Amended Plan is available for free at:

   http://bankrupt.com/misc/Binder_B_457_Stellus_Am_Plan_RL.pdf

Generally, the Amended Plan contemplates (i) substantive
consolidation of all the Debtors for purposes of voting and
implementation of the Plan; (ii) appointment on the Effective Date
of the Plan Administrator for the purpose of overseeing and
facilitating the implementation of the Plan by the Reorganized
Debtors; (iii) gradual, orderly, and controlled downsizing of the
Reorganized Debtors' businesses over an extended period of time
primarily through the elimination of advertising expenses that
otherwise would be incurred by the Reorganized Debtors following
the Effective Date in generating new SSA/VA Cases, at least until
such time as the Allowed First DIP Lender Secured Claims are paid
in full in accordance with the Plan, at which point the Reorganized
Debtors may (but under the Plan are not obligated or committed to)
resume incurrence of advertising expenses for the purpose of
generating new SSA/VA Cases; (iv) cash payments distributed by or
on behalf of the Reorganized Debtors to the holders of Allowed
Claims in accordance with the Plan; and (v) continued employment on
the Effective Date of substantially all of the Debtors' existing
employee base for the purpose of accomplishing the foregoing.

                        No Consensual Plan

In a Jan. 15 "Status of Plan Process" filed by the Proponents, the
Proponents said that have faced and continue to be met with two
primary obstacles in their efforts to move these Cases to
conclusion: (i) an unwillingness or inability of the First DIP
Lenders to agree to any reasonable plan, coupled with the First DIP
Lenders' threats of extensive Plan objections, discovery, and
costly and protracted litigation; and (ii) an absence of consistent
and good faith cooperation by the Debtors, together with the
Debtors' continuing monetary defaults under the Final Alternative
DIP Order, failure to pay any of the Proponents' professional fees
for any period after August 2015, and unsettling lack of
transparency.  The Proponents believe that these estates cannot
support the delay and expense of a highly contested Plan
litigation, and anything less than the Debtors' full cooperation --
which necessarily includes the Debtors' immediate payment of all
outstanding amounts under the Final Alternative DIP Order and
compliance with the Debtors' Court-ordered obligations thereunder
on a current and ongoing basis.  While the Proponents are willing
to continue to prosecute the Plan (which the Proponents have now
amended to reflect a reorganization, and significant concessions in
favor of the First DIP Lenders) within a consensual and cooperative
framework, the actions of the Debtors and the First DIP Lenders --
if they persist -- may necessarily result in the Proponents'
abandonment of the Plan process.

In a Jan. 19, 2016 filing, U.S. Bank, National Association ("First
DIP Agent"), as agent for the lenders under the original $26
million DIP financing ("First DIP Lenders"), said that the parties'
failure to reach a consensual plan is not attributable to the DIP
Lenders being either obstructionist or unwilling or agree to a
"reasonable" plan.  To the contrary, the First DIP Agent and the
First DIP Lenders have been and continue to be willing to agree to
a reasonable plan.  U.S. Bank says for a plan in any case to be
reasonable, that plan must, at a minimum, be feasible as supported
by credible projections and, in this case, by a viable plan to
downsize the Debtors' business operations.  Unfortunately, to date,
the First DIP Agent and the First DIP Lenders have not received any
downsizing plan or updated projections and have not received other
critical information that goes to the core of the Proponents'
proposed plan and concerns of the First DIP Agent and the First DIP
Lenders about its feasibility.

On Jan. 20, 2016, the Court held a status conference and addressed
certain process and timing expectations with respect to
finalization and prosecution of the Plan.  Following the conference
and consistent with the Court's instruction, Stellus obtained a
Disclosure Statement Hearing date of March 10, 2016 and a potential
Confirmation Hearing date of April 8, 2016 Objections to the
approval of the Proponents' Disclosure Statement are due March 4,
2016 (prevailing Eastern time).

Counsel to Stellus Capital:

         MOORE & VAN ALLEN, PLLC
         Stephen E. Gruendel, Esq.
         Zachary H. Smith, Esq.
         100 North Tryon Street, Suite 4700
         Charlotte, NC 28202-4003
         Telephone: (704) 331-1000

Counsel to the Creditors Committee:

         KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
         Tracy L. Klestadt, Esq.
         Sean C. Southard, Esq.
         Fred Stevens, Esq.
         Joseph C. Corneau, Esq.
         200 West 41st Street, 17th Floor
         New York, NY 10036-7203
         Telephone: (212) 972-3000

Attorneys for U.S. Bank National Association:

         KATTEN MUCHIN ROSENMAN LLP
         Jeff J. Friedman
         575 Madison Avenue
         New York, New York 10022-2585
         Tel: (212) 940-8800
         Fax: (212) 940-8776

              - and -

         Kenneth J. Ottaviano
         Karin H. Berg
         525 West Monroe Street
         Chicago, IL 60661-3693
         Tel. (312) 902-5200
         Fax: (312) 902-1061

                      About Binder & Binder

Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with
operating scale and efficiencies unrivaled by its competitors in
the highly fragmented advocacy market.  The Company has more than
950 employees in 35 offices across the United States.  In 2010,
H.I.G. Capital, LLC, acquired a controlling equity interest in
the Company.  Since 1979, the Company has handled over 300,000
disability cases under programs operated by the SSA and the VA.

Binder & Binder - The National Social Security Disability
Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White
Plains, New York on Dec.18, 2014.  The cases are assigned to
Judge Robert D. Drain.

The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee is now comprised
of (i) United Service Workers Union, Local 455 IUJAT & Related
Funds, (ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv)
Teaktronics, Inc.  The Committee tapped Klestadt Winters Jureller
Southard & Stevens, LLP, as attorneys.

                          *     *     *

The Debtors originally arranged from existing lenders DIP financing
of $26 million, which provided for the payment in full, or roll-up,
of the $23 million of prepetition indebtedness and an additional
commitment of up to $3 million to fund the Debtors' operations
during the Chapter 11 cases.  On Jan. 26, 2015, the Initial DIP
Lenders issued a notice that events of default had occurred.

In March 2015, the Debtors won approval to obtain a new $6 million
term loan from Stellus Capital Investment Corporation secured by a
first-priority priming lien on all of the Debtors' assets.

On Oct. 29, 2015, the Court entered an order granting Stellus'
motion for termination of the Debtors' exclusive plan filing and
solicitation periods pursuant to Section 1121(d) of the Bankruptcy
Code.

On Nov. 18, 2015, Stellus and the Creditors Committee filed a Joint
Plan of Liquidation for the Debtors, and on Jan. 15, 2016, they
filed a First Amended Joint Plan of Reorganization.  A hearing on
the Proponents' Disclosure Statement is set for March 10, 2016,
with a confirmation hearing tentatively set for April 8.


BINDER & BINDER: Parties Still Working on Business Plan
-------------------------------------------------------
Stellus Capital Investment Corporation and the statutory creditors
committee are slated to seek approval of the disclosure statement
explaining their proposed Amended Plan of Reorganization for Binder
& Binder on March 10, 2016.

Stellus on Feb. 15 filed a statement to update the Court regarding
the status of the Plan process.  Outstanding issues may lead to
another adjournment of the disclosure statement hearing.

The Proponents recount in their Feb. 15 filing that as discussed at
the Jan. 20 status conference, the Proponents' ability to adhere to
this timing assumed:

     (i) immediate delivery by the Debtors' Chief Restructuring
         Officer to the Proponents of the Debtors' comprehensive
         operational business plan; and

    (ii) provision to Stellus' financial advisor, Fraas Advisory
         Services, LLC ("Fraas"), of immediate access to the
         Debtors' books, records, physical operations, and key
         management, to vet the CRO Business Plan and to verify
         its assumptions as necessary.

Only once the Proponents and the First DIP Lenders have vetted and
are comfortable with a comprehensive operational business plan for
the Debtors can they attempt to reach resolution of the remaining
open economic Plan terms and move towards confirmation.

On Jan. 23, the CRO delivered the initial version of the CRO
Business Plan to Fraas.  Unfortunately, according to Stellus, the
CRO Business Plan was incomplete in many significant respects and
could not serve as the basis for discussions regarding the
remaining economic terms of the Plan.  Specifically, the initial
draft of the CRO Business Plan did not include customary financial
statements (i.e., an income statement, balance sheet, or indirect
cash flow statement) or an operations plan (i.e., an analysis of
how the Debtors' locations, employees, and costs would be managed
on an operational level in order to maximize creditor recoveries
over time).  DSI subsequently indicated to Fraas that its mandate
was only to provide information and therefore it did not intend to
construct an operational business plan.

After receipt and review of the CRO Business Plan, Fraas asked DSI
about the missing financial statements and certain inconsistencies
raised by the direct cash flow analysis.  With the objective of
developing an operationally feasible business plan, Fraas submitted
a comprehensive information request to DSI, has begun to review
information provided in response, and has participated in several
meetings with two key employees during site visits to the Debtors'
headquarters in Hauppauge, New York.  The process of requesting,
obtaining, and vetting such information (including the process of
in-person meetings with certain key employees) is ongoing, and
assumes continued access, cooperation, and responsiveness by DSI
and the Debtors.

Fraas received an updated version of the CRO Business Plan on Feb.
6, 2016, which included preliminary versions of the balance sheet
and income statement, and another updated version of the CRO
Business Plan on Feb. 11, 2016, which included further updates to
the income statement and balance sheet.

Fraas is presently evaluating and will be attempting to further
develop that updated version including, among other things,

     (i) analyzing the tax consequences of the CRO Business Plan
         in light of tax-related structuring Stellus had
         previously completed in connection with prior plans;

    (ii) addressing the disposition of over $3,000,000 in
         accounts receivable projected to remain after the
         42-month wind-down proposed under the CRO Business Plan,

   (iii) addressing, both from an asset standpoint and a
         liability standpoint, the disposition of several
         thousand cases that are projected under the CRO Business
         Plan to remain after the 42 month wind-down;

    (iv) identifying and assessing the assumptions used by DSI
         in projecting the payment of bankruptcy-related
         professional fees and additional fees projected to be
         paid for professional services after the effective date;
         and

     (v) identifying and assessing the assumptions used by DSI
         in projecting payroll and benefits costs necessary to
         wind-down the businesses as contemplated.

Fraas is also evaluating the operational impact of the Debtors'
continuing to take new cases after the effective date (not
contemplated under the CRO Business Plan) and considering whether
there are potential operational changes that might further
streamline the Debtors' businesses with the objective of enabling
the Debtors to continue as going concerns, rather than being
wound-down and dissolved.

Stellus hopes that an initial version of a comprehensive
operational business plan can be formulated by Fraas within 3 to 4
weeks from now, and that the remaining economic Plan terms can be
finalized shortly thereafter.  As Fraas' development of an
operational business plan is ongoing, Stellus has offered to make
Fraas available to the Committee, the First DIP Lenders, and their
respective financial advisors, to report as to his process,
findings, and recommendations.  Additionally, the Proponents intend
to continue their ongoing dialogue with the key advocates and the
employees' union through their respective counsel.

In the event, however, that the Proponents are unable to go forward
with the Disclosure Statement Hearing on March 10 due to these
delays, the Proponents will file an appropriate notice with the
Court and likely request to use March 10 as a status conference.

Stellus is available at the Court's convenience in the event that
the Court would like to hold a conference (telephonic or otherwise)
in advance of the March 10 date.

                         Debtors' Response

On Feb. 24, 2016, the Debtors filed a response to the Status of
Plan Process document filed by Stellus, in order to provide the
Court and other key constituencies with a complete and accurate
record of (i) the significant, detailed base case financial model,
projections, and other documents and information that the
CRO and the team from DSI who are assisting the CRO have provided
to date to both Stellus and its consultants, including Charles
Fraas of Fraas Advisory Services, LLC ("Fraas"), Jim Bienias of
FGMK ("Bienias") and the other consultants retained by Fraas and
Morris Anderson ("MA"), financial advisor to U.S. Bank, in its
capacity as agent for the prepetition lenders (the "First Lien
Lenders"); and (ii) the continuing cooperation by the Debtors, the
CRO and the DSI Team with the Stellus Consultants and MA.

The Debtors say they are surprised by Stellus' contention in the
Statement that it was expecting the Debtors to deliver a
comprehensive operational business plan.  The Debtors note that
during the January 20, 2016 status conference, the CRO advised the
Court and all parties that he and the DSI Team were working on an
updated financial model and projections for the Debtors' business,
which would be provided to Stellus and the Stellus Consultants as
soon as they were completed. At no time during the Conference did
the CRO or Debtors' counsel indicate that the Debtors were working
on a "comprehensive operational business plan".

The Debtors, the CRO and the DSI Team have provided the Stellus
Consultants with the required information to develop their own
"comprehensive operational business plan", the Debtors tell the
Court.

"The Debtors and all of their professionals have, and will continue
to, work cooperatively with Stellus, the Stellus Consultants, the
First Lien Lenders, MA and all other constituents to ensure that
these Cases move forward to a conclusion as efficiently as
possible.  At this juncture, the CRO and the DSI Team have prepared
and delivered a comprehensive, detailed base case financial model
and projections to the Stellus Consultants and the Stellus
Consultants concur with the methodology and assumptions used. The
Debtors have also responded (and will continue to respond) to the
Stellus Consultants' numerous document requests," the Debtors said
in the court filing.

"It is now up to Stellus and the various Stellus Consultants to
determine how they wish to proceed with the voluminous information
provided by the Debtors.  Only Stellus can make the remaining
critical value judgments and final determinations regarding the
operation of the business post-confirmation and to incorporate
those decisions into their business plan.  The Debtors will
continue to cooperate with Stellus, the Stellus Consultants and MA
and hope that Stellus and the Stellus Consultants will now move
forward without further unjustly disparaging the CRO, the DSI Team
or the Debtors' other professionals."

Counsel to the Debtors:

         LOWENSTEIN SANDLER LLP
         Kenneth A. Rosen, Esq.
         Mary E. Seymour, Esq.
         Nicholas B. Vislocky, Esq.
         1251 Avenue of the Americas,
         17th Floor
         New York, New York 10020
         Tel: (212) 262-6700

Counsel to Stellus Capital:

         MOORE & VAN ALLEN, PLLC
         Stephen E. Gruendel, Esq.
         Zachary H. Smith, Esq.
         100 North Tryon Street, Suite 4700
         Charlotte, NC 28202-4003
         Telephone: (704) 331-1000

                      About Binder & Binder

Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with
operating scale and efficiencies unrivaled by its competitors in
the highly fragmented advocacy market.  The Company has more than
950 employees in 35 offices across the United States.  In 2010,
H.I.G. Capital, LLC, acquired a controlling equity interest in
the Company.  Since 1979, the Company has handled over 300,000
disability cases under programs operated by the SSA and the VA.

Binder & Binder - The National Social Security Disability
Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White
Plains, New York on Dec.18, 2014.  The cases are assigned to
Judge Robert D. Drain.

The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee is now comprised
of (i) United Service Workers Union, Local 455 IUJAT & Related
Funds, (ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv)
Teaktronics, Inc.  The Committee tapped Klestadt Winters Jureller
Southard & Stevens, LLP, as attorneys.

                          *     *     *

The Debtors originally arranged from existing lenders DIP financing
of $26 million, which provided for the payment in full, or roll-up,
of the $23 million of prepetition indebtedness and an additional
commitment of up to $3 million to fund the Debtors' operations
during the Chapter 11 cases.  On Jan. 26, 2015, the Initial DIP
Lenders issued a notice that events of default had occurred.

In March 2015, the Debtors won approval to obtain a new $6 million
term loan from Stellus Capital Investment Corporation secured by a
first-priority priming lien on all of the Debtors' assets.

On Oct. 29, 2015, the Court entered an order granting Stellus'
motion for termination of the Debtors' exclusive plan filing and
solicitation periods pursuant to Section 1121(d) of the Bankruptcy
Code.

On Nov. 18, 2015, Stellus Capital and the Creditors Committee filed
a Joint Plan of Liquidation for the Debtors, and on Jan. 15, 2016,
they filed a First Amended Joint Plan of Reorganization.  A hearing
on the Proponents' Disclosure Statement is set for March 10, 2016,
with a confirmation hearing tentatively set for April 8.


BINDER & BINDER: Reaches Deal to Extend USW CBAs by One Year
------------------------------------------------------------
Binder & Binder - The National Social Security Disability Advocates
(NY), LLC, and its affiliated debtors have reached a stipulation
with the United Service Workers, IUJAT, Local 455, to extend the
term of their collective bargaining agreements until Dec. 31,
2016.

Prepetition, the Debtors and the Union were party to the following
agreements governing the Debtors' employment obligations: (i)
Collective Bargaining Agreement (Non-Exempt Unit) dated October 1,
2012; (ii) Collective Bargaining Agreement (Exempt Unit) dated Oct.
1, 2012; (iii) Collective Bargaining Agreement (Non-Exempt Unit)
dated Jan. 1, 2013; and (iv) Collective Bargaining Agreement
(Exempt Unit) dated Jan. 1, 2013.

The Debtors and the Union negotiated and agreed upon certain
amendments to the CBAs on Feb. 10, 2015.  By order dated March 9,
2015, the Court approved the Debtors' assumption of the Amended
Collective Bargaining Agreements.

The Debtors and the Union have agreed to renew the Amended
Collective Bargaining Agreements for a period of one year pursuant
to certain addendums, and subject to additional terms to be
negotiated and agreed to by the Debtors and Union within the first
90 days of the Renewal Period.

The Debtors and Stellus Capital Investment Corporation are party to
a Post-Petition Credit Agreement, dated March 23, 2015.  Stellus,
the Official Committee of Unsecured Creditors, and U.S. Bank
National Association, in its capacity as lender and agent for
itself and Capital One, N.A., have been provided notice of the
proposed renewal.

The Stipulation presented to the Bankruptcy Court for approval
provides that Addendums will be incorporated into the Amended CBAs.
The Addendums provide that:

    1.  The CBAs, subject to modified terms, will be renewed for
one year until Dec. 31, 2016.

    2. The Employees will be entitled to receive cash payment for
any unused leave days for the 2015 calendar year and for the 2016
calendar year.

    3. During the first 90 days of the contract renewal, either
party may request additional negotiations for further modifications
to be included in the CBA.

Counsel to United Service Workers, IUJAT, Local 455:

         ROTHMAN ROCCO LA RUFFA LLP
         Gary P. Rothman, Esq.
         3 West Main Street, Suite 200
         Elmsford, New York 10523
         Tel: (914) 478-2801

Counsel to the Debtors:

         LOWENSTEIN SANDLER LLP
         Kenneth A. Rosen, Esq.
         Mary E. Seymour, Esq.
         Nicholas B. Vislocky, Esq.
         1251 Avenue of the Americas,
         17th Floor
         New York, New York 10020
         Tel: (212) 262-6700

                      About Binder & Binder

Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with
operating scale and efficiencies unrivaled by its competitors in
the highly fragmented advocacy market.  The Company has more than
950 employees in 35 offices across the United States.  In 2010,
H.I.G. Capital, LLC, acquired a controlling equity interest in
the Company.  Since 1979, the Company has handled over 300,000
disability cases under programs operated by the SSA and the VA.

Binder & Binder - The National Social Security Disability
Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White
Plains, New York on Dec.18, 2014.  The cases are assigned to
Judge Robert D. Drain.

The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee is now comprised of
(i) United Service Workers Union, Local 455 IUJAT & Related Funds,
(ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv)
Teaktronics, Inc.  The Committee tapped Klestadt Winters Jureller
Southard & Stevens, LLP, as attorneys.

                          *     *     *

The Debtors originally arranged from existing lenders DIP financing
of $26 million, which provided for the payment in full, or roll-up,
of the $23 million of prepetition indebtedness and an additional
commitment of up to $3 million to fund the Debtors' operations
during the Chapter 11 cases.  On Jan. 26, 2015, the Initial DIP
Lenders issued a notice that events of default had occurred.

In March 2015, the Debtors won approval to obtain a new $6 million
term loan from Stellus Capital Investment Corporation secured by a
first-priority priming lien on all of the Debtors' assets.

On Oct. 29, 2015, the Court entered an order granting Stellus'
motion for termination of the Debtors' exclusive plan filing and
solicitation periods pursuant to Section 1121(d) of the Bankruptcy
Code.

On Nov. 18, 2015, Stellus and the Creditors Committee filed a Joint
Plan of Liquidation for the Debtors, and on Jan. 15, 2016, they
filed a First Amended Joint Plan of Reorganization.  A hearing on
the Proponents' Disclosure Statement is set for March 10, 2016,
with a confirmation hearing tentatively set for April 8.


BINDER & BINDER: Stellus Demands Compliance with DIP Loan Order
---------------------------------------------------------------
Stellus Capital Investment Corporation in January filed a motion to
compel debtor Binder & Binder - The National Social Security
Disability Advocates (NY), LLC, to comply with the terms of the
Bankruptcy Court's March 20, 2015 order approving the Stellus DIP
financing by granting Stellus access to its collateral.

On March 20, 2015, the Court entered a final order approving
authorizing the Debtors to access postpetition financing of up to
$6 million from lenders led by from Stellus, as administrative
agent (the "Final Alternative DIP Order").  The Alternative DIP
Lender received, and the Debtors are obligated to provide, certain
access and reporting with respect to the Alternative DIP
Collateral.  In addition, while paragraphs 7 and 15(x)(iv) of the
Final Alternative DIP Order establish certain procedures for the
submission, review, and payment of professional fee statements of
the Alternative DIP Agent.

By letter dated Dec. 1, 2015, Stellus as Alternative DIP Agent
notified the Debtors of various new and continuing Events of
Default under the Alternative DIP Facility, and the Alternative DIP
Agent's reservation of all rights and remedies in connection
therewith.

On Oct. 29, 2015, the Court entered an order granting Stellus'
motion for termination of the Debtors' exclusive plan filing and
solicitation periods pursuant to Section 1121(d) of the Bankruptcy
Code.  Subsequently, on November 18 and 23, 2015, Stellus and the
Committee filed a joint plan and disclosure statement.

In early December 2015, Stellus requested that the Debtors provide
Stellus and its retained consultant, Charles Fraas of Fraas
Advisory Services, LLC, access to the Alternative DIP Collateral
pursuant to paragraph 20 of the Final Alternative DIP Order.
Stellus wants to (i) verify the Alternative DIP Collateral due to
the existing Events of Default under the Alternative DIP Facility
and the Debtors' failure to respond to the December 1 Letter; and
(ii) confirm various financial assumptions underlying the business
transition contemplated under the Plan.  In addition, at the
Debtors' request, Stellus also confirmed (and informed the Debtors)
that the Committee and the First DIP Agent had no objection to the
requested access.

Although the Debtors' Chief Restructuring Officer initially agreed
to the requested access subject only to entry of a simple comfort
order, the Debtors subsequently conditioned access upon Stellus'
consent to (i) various terms that were unreasonable and
unacceptable to Stellus, including broad indemnities; (ii) de facto
retraction of the Debtors' agreement in Paragraph 7 of the Final
Alternative DIP Order with respect to Stellus' professional fees;
and (iii) Stellus' execution of a confidentiality agreement which
the Debtors have not provided.

Stellus says the Court should enter an order (i) enforcing the
Final Alternative DIP Order; and (ii) directing the Debtors to
grant Stellus and its Consultant immediate access to the
Alternative DIP Collateral pursuant to the Final Alternative DIP
Order.

                       Debtors' Response

The Debtors deny Stellus' allegations and say they have not refused
Stellus' request for access to the Alternative DIP Collateral and
have not deliberately violated the Final Alternative DIP Order.
Had the request from Stellus been a straightforward request to
provide its "designee" with access to the Alternative DIP
Collateral as contemplated in the Final Alternative DIP Order, the
Debtors would not have responded to Stellus to obtain a "comfort
order" from this Court.  Rather, the request was to provide Stellus
and its "designee" with additional monitoring and access to the
Alternative DIP Collateral, the Debtors' officers, operations,
employees, office locations, and all books, records and other
information in order to assist the Proponents (Stellus and the
Creditors' Committee) in connection with the Plan confirmation
process and to facilitate the operational and managerial transition
contemplated under the Plan.  Stellus also sought the Debtors'
agreement and acknowledgement that all fees and expenses incurred
by Stellus and its "designee" would constitute Alternative DIP
Lender professional fees and would be paid by the Debtors.

After the initial request for access was made to the Debtors' Chief
Restructuring Officer in mid-December 2015, the Debtors engaged in
several discussions with Stellus' counsel regarding the scope of
access being sought by Stellus and the Debtors' concerns with
various aspects of the requested access for the Stellus "designee."
According to the Debtors, based on those discussions, it became
clear to the Debtors that the access sought by Stellus was not that
of a lender seeking to monitor its collateral as Stellus wanted
access to the Debtors' operations so its "designee" could "get in
there" and "get up to speed" on the day-to-day management and
operation of the Debtors' business so Stellus and its "designee"
would be able to take over the management of the Debtors' business
when the Stellus Plan was confirmed.

Given the Debtors' concerns that (i) Stellus' expansive request for
access goes far beyond the provisions of the Final Alternative DIP
Order, (ii) the extremely broad and undefined role and tasks to be
undertaken by the Stellus "designee" would be viewed by the
Debtors' employees, claimants and other stakeholders as the Debtors
abandoning their obligations as debtors in possession and violating
their fiduciary duties to all creditors and claimants, and (iii)
the Debtors would violate Paragraph 7 of the Final Alternative DIP
Order if it agreed to pay all of the fees and expenses incurred by
Stellus and the Stellus "designee" as Stellus required, the Debtors
requested that Stellus enter into a stipulation and consent order
which would outline the scope and terms of access and information
to be provided to Stellus and its "designee," define the role and
tasks to be undertaken by the Stellus "designee" and address
Stellus' demand that all professional fees and expenses paid by the
Debtors.  The Debtors also asked that their pre-petition secured
lenders (defined in the Motion as the First DIP Lenders) and the
Office of the U.S. Trustee be included as signatories to the
stipulation and agreed order.

The Debtors say their concerns were (and still are) warranted given
their understanding that Stellus and the Committee, as Proponents
of the Plan, had not (and to date, still have not) reached a
consensual resolution with the First DIP Lenders (or other
creditors) as to treatment of their claims and other terms of the
Plan.  Thus, in addition to the Debtors' concerns noted above, it
appeared to the Debtors that Stellus' request to put its "designee"
in place at this juncture -- before a disclosure statement has even
been approved -- was premature and potentially prejudicial to the
Debtors and other parties in interest in the event of a contested
confirmation process or Stellus' failure to confirm the Plan.

                      About Binder & Binder

Founded in 1979 by brothers Harry and Charles Binder, Binder &
Binder is the nation's largest provider of social security
disability and veterans' benefits advocacy services, with
operating scale and efficiencies unrivaled by its competitors in
the highly fragmented advocacy market.  The Company has more than
950 employees in 35 offices across the United States.  In 2010,
H.I.G. Capital, LLC, acquired a controlling equity interest in
the Company.  Since 1979, the Company has handled over 300,000
disability cases under programs operated by the SSA and the VA.

Binder & Binder - The National Social Security Disability
Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White
Plains, New York on Dec.18, 2014.  The cases are assigned to
Judge Robert D. Drain.

The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq.,
and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel.
The Debtors have engaged Development Specialists, Inc., as
financial advisor, and BMC Group Inc. as claims and notice agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in the Debtors' cases.  The Committee is now comprised
of (i) United Service Workers Union, Local 455 IUJAT & Related
Funds, (ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv)
Teaktronics, Inc.  The Committee tapped Klestadt Winters Jureller
Southard & Stevens, LLP, as attorneys.

                          *     *     *

The Debtors originally arranged from existing lenders DIP financing
of $26 million, which provided for the payment in full, or roll-up,
of the $23 million of prepetition indebtedness and an additional
commitment of up to $3 million to fund the Debtors' operations
during the Chapter 11 cases.  On Jan. 26, 2015, the Initial DIP
Lenders issued a notice that events of default had occurred.

In March 2015, the Debtors won approval to obtain a new $6 million
term loan from Stellus Capital Investment Corporation secured by a
first-priority priming lien on all of the Debtors' assets.

On Oct. 29, 2015, the Court entered an order granting Stellus'
motion for termination of the Debtors' exclusive plan filing and
solicitation periods pursuant to Section 1121(d) of the Bankruptcy
Code.

On Nov. 18, 2015, Stellus Capital and the Creditors Committee filed
a Joint Plan of Liquidation for the Debtors, and on Jan. 15, 2016,
they filed a First Amended Joint Plan of Reorganization.  A hearing
on the Proponents' Disclosure Statement is set for March 10, 2016,
with a confirmation hearing tentatively set for April 8.


BLUBERI GAMING: Court OKs Joint Administration of Ch. 15 Cases
--------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois granted a motion by Bluberi Gaming
Technologies Inc., in its capacity as the appointed and the duly
authorized foreign representative, for an order directing the joint
administration of the Chapter 15 cases of Bluberi Gaming and its
affiliates.  The docket in the Chapter 15 case for Bluberi Gaming,
Case No. 16-05364, should be consulted for all matters affecting
the Chapter 15 cases.

"With three closely affiliated Debtors, each with its own case
docket, the failure to jointly administer these cases would result
in numerous duplicative pleadings filed for each issue and served
upon separate service lists.  Such duplication of substantially
identical documents would be wasteful and would unnecessarily
burden the Clerk of this Court," Patrick C. Maxcy, Esq., at Dentons
US LLP, counsel to the Petitioner, said in the motion.

                       About Bluberi Gaming

Headquartered in Drummondville, Quebec, Canada, Bluberi Gaming
Technologies Inc., Bluberi Group Inc. and Bluberi USA, Inc., are
engaged in the development, sale and deployment of electronic
gaming machines to various casinos in the United States, the
Caribbean, Latin America, and North America.

Bluberi Gaming, et al., filed Chapter 15 bankruptcy petitions
(Bankr. N.D. Ill. Case Nos. 16-05364, 16-05366 and 16-05367,
respectively) on Feb. 18, 2016, to seek U.S. recognition of their
insolvency proceeding currently pending in Canada.  Judge Timothy
A. Barnes has been assigned the Chapter 15 cases.

Denton US LLP represents Bluberi in the Chapter 15 cases.


BLUE SUN ST. JOE: Seeks to Avoid Juniper Liens & Secured Claim
--------------------------------------------------------------
Blue Sun St. Joe Refining, LLC and Blue Sun Advanced Fuels, LLC
("BSAF") commenced an adversary proceeding against creditor Juniper
Resources, LLC, to avoid the security interests granted to Juniper
and disallow the $23.3 million secured claim asserted by Juniper
until it recovers a $1 million payment made to Juniper in January
2015.  Another creditor, the John and Joann Horton Family Limited
Partnership, which asserts competing liens, was also named as
defendant in the complaint.

Juniper loaned monies to BS Energy in 2010 to 2013.  In December
2010, 2011, 2012, BS Energy executed promissory notes in the
amounts of $95,000, $2,068,378, and $4,342,158 in favor of Juniper.
On Dec. 31, 2012, BS Energy executed a Convertible Debenture in
the principal amount of $2,250,000 in favor of Juniper for
additional monies loaned by Juniper to BS Energy during 2012.  In
2013, BS Energy executed a Promissory Note in the principal amount
of $6,250,000.  BSAF granted Juniper a security interest in all of
BSAF's Equipment and Fixtures (the "CH Equipment").  BS St. Joe
granted Juniper a security interest in federal "Biodiesel Tax
Credits" attributable to BS St. Joe's production and sale of
biodiesel.  

On Dec. 21, 2015, Juniper filed a proof of claim in the Bankruptcy
Case, assigned Claim No. 34-2 by the Clerk of the Court, asserting
a $23,342,135 secured claim (the "Juniper Claim").

From April 30, 2015 to July 17, 2015, the John and Joann Horton
Family Limited Partnership made loans to the Debtors.  On Nov. 23,
2015, Horton FLP filed a proof of claim in the Bankruptcy Case,
assigned Claim No. 32-1 by the Clerk of the Bankruptcy Court,
asserting a claim of "not less than $3,700,000" against the
Debtors, allegedly secured by all assets of the Debtors (the
"Horton Prepetition Claim").  The Claim includes an alleged
$3,000,000 secured claim against the Debtors evidenced by an
Amended and Restated Secured Demand Promissory Note, dated as of
July 17, 2015 (the "Horton Prepetition Note").

Pursuant to the Debtor-In-Possession Credit and Security Agreement,
dated August 3, 2015 and the Final DIP Financing Order, Horton FLP
made a post-petition loan in the principal amount of $1,760,000 to
the Debtors (the "DIP Loan").  Schedule 5.1 of the DIP Credit
Agreement lists the "Permitted Liens", and includes Juniper's lien
against BS St. Joe's Federal Blender Tax Credits evidenced by UCC-1
Financing Statement 1412184773113 filed with the Missouri Secretary
of State on December 18, 2014, and Juniper's lien against the CH
Equipment evidenced by UCC-1 Financing Statement No. 20142065326
filed on July 9, 2014 with the Colorado Secretary of State.

The Debtors and the Official Committee of Unsecured Creditors have
determined that:

     (i) Juniper's first position perfected Juniper BTC Lien in
         the BS St. Joe BTC, granted on Nov. 1, 2014, is
         avoidable and may be preserved for the benefit of the
         BS St. Joe bankruptcy estate, either as a preference
         under 11 U.S.C. Sec. 547, or as a fraudulent transfer
         under 11 U.S.C. Sec. 548,

    (ii) Juniper's first position perfected Juniper CH Lien in
         the CH Equipment is avoidable and may be preserved for
         the benefit of the BSAF bankruptcy estate as a
         fraudulent transfer under 11 U.S.C. Sec. 548, and

   (iii) in addition to being first in time, prior, and superior
         in all respects to Horton FLP's prepetition secured
         claim, the Juniper BTC Lien and the Juniper CH Lien are
         "Prior Permitted Liens" and "Permitted Liens" within the
         meaning of the Debtor-In-Possession Credit and Security
         Agreement, dated August 3, 2015 (the "DIP Credit
         Agreement") and the final order approving the DIP
         financing.

Pursuant to the Complaint, the Debtors seek:

     (i) a judgment against Juniper avoiding and preserving the
         Juniper BTC Lien for the benefit of the BS St. Joe
         bankruptcy estate,

    (ii) a judgment against Juniper avoiding and preserving the
         Juniper CH Lien for the benefit of the BSAF bankruptcy
         estate,

   (iii) a judgment against Juniper avoiding, recovering and
         preserving for the benefit of the BS St. Joe bankruptcy
         estate a $1.0 million preferential payment made by
         BS St. Joe to Juniper on Jan. 22, 2015,

    (iv) a judgment against Juniper disallowing all claims filed
         by Juniper against BS St. Joe and BSAF until such time
         as Juniper pays BS St. Joe and BSAF the aggregate amount
         of all avoided transfers,

     (v) a declaratory judgment against Juniper and Horton FLP,
         declaring that the BS St. Joe bankruptcy estate is
         entitled to receive and retain for the benefit of the
         BS St. Joe estate all 2015 BTC, and all proceeds
         thereof, free and clear of all liens claims and
         interests asserted by any person or entity, and

    (vi) a declaratory judgment against Juniper and Horton FLP,
         declaring that that the BSAF bankruptcy estate is
         entitled to receive and retain for the benefit of the
         estate the CH Equipment, and all proceeds thereof, free
         and clear of all liens claims and interests asserted by
         any person or entity.

                           Avoidable Transfers,
                             Competing Liens

In the Complaint, the Debtors pointed out that (i) the security
interests in the BTC were transferred made within one year (as well
as two years) of the Petition Date, (ii) the transfer of security
interest in the CH Equipment was made within two years of the
Petition Date, (iii) the Jan. 22, 2015 payment of $1,000,000 by BS
St. Joe to Juniper was made within one year of the Petition Date.
The transfers were on account of an antecedent debt because prior
to the transfer one or more of the Blue Sun Debtors had borrowed in
excess of $16.0 million from Juniper BS St. Joe was insolvent at
the time of the transfers.

As Juniper is a transferee of transfers avoidable under 11 U.S.C.
Sec. 544, 547 and 548, the Debtors seek a judgment disallowing any
and all claims of Juniper against BS St. Joe and BSAF until such
time as Juniper pays the Debtors the amount equal to the aggregate
amount of all of the transfers, plus interest thereon and costs,
pursuant to 11 U.S.C. Sec. 502(d).

BS St. Joe is entitled to receive cash in the approximate amount of
$3,271,469 of BTC attributable to the production and sale of
biodiesel in 2015.  Juniper claims a first and prior, valid and
perfected lien and security interest in all BTC attributable to BS
St. Joe's production and sale of biodiesel fuel in 2015.  Horton
FLP claims a first and prior, valid and perfected lien and security
interest in all BTC attributable to BS St. Joe's production and
sale of biodiesel fuel in 2015 and in the CH Equipment.  The
Juniper BTC Lien is first in time, prior and superior in all
respects to the Horton Prepetition Lien.  The Debtors seek a
judgment declaring that the BS St. Joe bankruptcy estate is
entitled to receive and retain for the benefit of the estate all
2015 BTC, and all proceeds thereof, free and clear of all liens
claims and interests asserted by any person or entity.

In addition, Juniper claims a first and prior, valid and perfected
lien and security interest in the CH Equipment.  Horton FLP claims
a first and prior, valid and perfected lien and security interest
in the CH Equipment.  The Juniper CH Lien is first in time, prior
and superior in all respects to the Horton Prepetition Lien.  The
Debtors accordingly seek a judgment declaring that the BSAF
bankruptcy estate is entitled to receive and retain for the benefit
of the CH Equipment, and all proceeds thereof, free and clear of
all liens, claims and interests asserted by any person or entity.

A copy of the Complaint is available for free at:

  http://bankrupt.com/misc/Blue_Sun_302_Adv_Pro_vs_Juniper.pdf

                      About Blue Sun St. Joe

Originally founded in 2001 as SunFuels, Inc., privately-held Blue
Sun Energy Inc. introduced biodiesel into the existing petroleum
fuels pool by focusing on an integrated approach to addressing
market needs.  In 2004, Blue Sun Energy developed the proprietary
Fusion(TM) brand of biodiesel fuel.  Early in 2012, Blue Sun
Biodiesel also established a downstream terminal presence for
biodiesel blending in Knoxville, TN.  In 2012, Blue Sun St. Joe
Refining began operating the St. Joe refinery to produce
high-quality biodiesel for wholesale distribution.

Blue Sun St. Joe Refining, LLC, and its three affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Mo., Case No. 15-42231) on July 31, 2015.  The cases are assigned
to Judge Arthur B. Federman.

The Debtors engaged as bankruptcy counsel Jeffrey A. Deines, Esq.,
at Lentz Clark Deines PA, in Overland Park, Kansas; and Todd A.
Burgess, Esq., John R. Clemency, Esq., and Lindsi M. Weber, Esq.,
at Gallagher & Kennedy, P.A., in Phoenix, Arizona.  MCA Financial
Group, Ltd. serves as their financial advisors.

The Official Committee of Unsecured Creditors retained Stinson
Leonard Street LLP as its counsel.

                          *      *      *

In February 2016, the Debtor withdrew its (i) proposed sale of the
assets of to Joann Horton Family Limited Partnership for a credit
bid of $4.76 million, (ii) and its proposed liquidating plan.


BLUE SUN ST. JOE: Withdraws Horton Sale & Plan, Sues Juniper
------------------------------------------------------------
Blue Sun St. Joe Refining, LLC, and its debtor-affiliates have:

     (i) withdrawn their assets sale and Chapter 11 liquidating
         plan,

    (ii) commenced a lawsuit against Juniper Resources, LLC,

   (iii) has scheduled a March 14, 2016 status conference to
         update the Bankruptcy Court on recent developments in
         the Chapter 11 cases.

On Oct. 26, 2015, FCS Financial, FLCA and Nodaway Valley Bank --
the Debtor's lenders -- and Terra Bioenergy, LLC, filed the Joint
Motion to Convert Case from Chapter 11 to Chapter 7 or in the
Alternative to Enforce Compliance with 11 U.S.C. Section
365(d)(3).

On Nov. 11, 2015, the Debtors filed a motion to sell the assets and
proposed bidding procedures, pursuant to which the Debtors will
sell most of the assets to John and Joann Horton Family Limited
Partnership for a credit bid of $4.76 million, absent higher and
better offers.

On Nov. 12, 2015, the Debtors filed the Joint Plan of Liquidation,
which proposes to fund creditor payments from what's left of the
estates after the credit-bid sale to Horton FLP.

Objections to the Sale Motion were filed by the Committee, the U.S.
Trustee, and the Lenders.   Objections to the Disclosure Statement
were filed by the Committee and the Lenders.

On Dec. 11, 2015, the Committee filed a joinder in the Motion to
Convert.

On Dec. 15, 2015, the Debtors, the Lenders, Terra, and the John and
Joann Horton Family Limited Partnership filed a motion to approve a
Settlement Agreement.

Following an evidentiary hearing on Dec. 16, 2015, the Motion to
Convert was resolved by agreement of the parties, the Court
approved the Settlement Agreement between the Debtors, Terra, the
Lenders, and Horton FLP, the Court entered an order approving bid
procedures and setting the Sale Hearing for Feb. 12, 2016, and the
Court entered an order conditionally approving the Disclosure
Statement and setting a confirmation hearing for Feb. 12, 2016.

On Jan. 15, 2016, the Debtors filed the First Amended Joint Plan of
Liquidation, which among other things made certain revisions to the
Plan at the request of the U.S. Trustee and the Committee.

On Jan. 29, 2016, Juniper Resources, LLC filed a Limited Objection
to the First Amended Plan.  Pursuant to the objection, among other
things, Juniper asserts:

     -- a first and prior, valid and perfected lien and security
        interest in all federal "Biodiesel Tax Credits"
        attributable to BS St. Joe's production and sale of
        biodiesel in 2015;

     -- a first and prior, valid and perfected lien and security
        interest in all equipment owned by debtor Blue Sun
        Advanced Fuels, LLC related to the demonstration CH jet
        fuel plant owned by BSAF; and

     -- a first and prior, valid and perfected lien and security
        interest the Blue Max(TM) process patent application
        owned by BSE.

Under the Bid Procedures Order, the deadline for the submission of
competing bids was Feb. 5, 2016.  No competing bids for the
Debtors' assets were submitted on or before the bid deadline.

Since the time that the Bid Procedures Order was entered, and in
light of new information discovered as a result of further
investigation by the Debtors and the Committee regarding the
competing liens asserted against the Debtors' assets, the Debtor
and the Committee have determined that moving forward with the Sale
Motion and the Amended Plan is no longer in the best interests of
the Debtors' estates and creditors.  In particular, the Debtors and
the Committee have determined:

     (i) that Juniper's first position perfected Juniper BTC Lien
         in the BS St. Joe BTC, granted on Nov. 1, 2014, is
         avoidable and may be preserved for the benefit of the BS
         St. Joe bankruptcy estate, either as a preference under
         11 U.S.C. Sec. 547, or as a fraudulent transfer under 11
         U.S.C. Sec. 548,

    (ii) that Juniper's first position perfected Juniper CH Lien
         in the CH Equipment is avoidable and may be preserved
         for the benefit of the BSAF bankruptcy estate as a
         fraudulent transfer under 11 U.S.C. Sec. 548, and

   (iii) that, in addition to being first in time, prior, and
         superior in all respects to Horton FLP's prepetition
         secured claim, the Juniper BTC Lien and the Juniper CH
         Lien are "Prior Permitted Liens" and "Permitted Liens"
         within the meaning of the Debtor-In-Possession Credit
         and Security Agreement, dated August 3, 2015, and the
         final order approving the DIP financing, pursuant to
         which Horton FLP made a postpetition loan in the
         principal amount of $1,760,000 to the Debtors.

Therefore, the Juniper BTC Lien and the Juniper CH Lien, which are
avoidable and may be preserved for the benefit of the BS St. Joe
and BSAF bankruptcy estates, are first in time, prior, and superior
in all respects to the DIP Facility Superpriority Claims and DIP
Facility Liens granted to Horton FLP.

The Debtors, with the input and approval of the Committee, have
taken a number of actions in the Chapter 11 cases as a result of
the information.  The Debtors have filed appropriate notices
withdrawing the Sale Motion and the Amended Plan.  And, the Debtors
filed a Complaint For Avoidance And Recovery Of Transfers Under 11
U.S.C. Sec. 547, 548 550, And 551; Disallowance Of Claims Under 11
U.S.C. Sec. 502; And Declaratory Judgment Under 28 U.S.C. Sec. 2201
And 2202, initiating an adversary proceeding against Juniper and
Horton FLP.

The Debtors and the Committee intend to file (jointly) a further
amended joint plan of liquidation for each of the Debtors, along
with a further amended disclosure statement, to make appropriate
changes to the proposed treatment of the remaining claims of
Juniper and Horton FLP against the Debtors and to address other
issues that have been identified.  The Debtors and the Committee
then will seek approval of the amended disclosure statement, after
notice and an opportunity to object has been given to all parties
in interest, and will solicit acceptances of the amended plan and
proceed to confirmation in the ordinary course.

At the behest of the Debtors and the Creditors Committee, the Court
has vacated the sale hearing and the confirmation hearing set for
Feb. 12, 2016.  The Court scheduled a status conference of March
14, 2016, at 2:30 p.m. at US Courthouse, Courtroom 6B, 400 E. 9th
St., Kansas City, Missouri, to update the Court regarding recent
developments in the Debtors' Cases.

On March 14, the Court will also hold a scheduling conference on
adversary proceeding 16-4018, which was filed on Feb. 8, 2016.
Prior to the scheduling conference, counsel in the adversary
proceeding should meet to discuss a proposed scheduling order in
that proceeding.

Counsel for Blue Sun Debtors:

         LENTZ CLARK DEINES, PA
         Jeffrey A. Deines, Esq.
         Shane J. McCall, Esq.
         9260 Glenwood, Esq.
         Overland Park, KS 66212
         Tel: (913) 648-0600
         Fax: (913) 648-0664
         E-mail: jdeines@lcdlaw.com
                 smccall@lcdlaw.com

              - and -

         GALLAGHER & KENNEDY, P.A.
         John R. Clemency, Esq.
         Todd A. Burgess, Esq.
         2575 East Camelback Road
         Phoenix, AZ 85016-9225
         Telephone: (602) 530-8000
         Facsimile: (602) 530-8500
         E-mail: john.clemency@gknet.com todd.burgess@gknet.com

Counsel for Creditors Committee:

         STINSON LEONARD STREET LLP
         Nicholas Zluticky, Esq.
         Mark Shaiken, Esq.
         1201 Walnut Street, Suite 2900
         Kansas City, MO 64106
         Telephone: (816) 691-3204
         Facsimile: (816) 691-3495
         E-mail: mark.shaiken@stinson.com
                 nicholas.zluticky@stinson.com

                      About Blue Sun St. Joe

Originally founded in 2001 as SunFuels, Inc., privately-held Blue
Sun Energy Inc. introduced biodiesel into the existing petroleum
fuels pool by focusing on an integrated approach to addressing
market needs.  In 2004, Blue Sun Energy developed the proprietary
Fusion(TM) brand of biodiesel fuel.  Early in 2012, Blue Sun
Biodiesel also established a downstream terminal presence for
biodiesel blending in Knoxville, TN.  In 2012, Blue Sun St. Joe
Refining began operating the St. Joe refinery to produce
high-quality biodiesel for wholesale distribution.

Blue Sun St. Joe Refining, LLC, and its three affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Mo., Case No. 15-42231) on July 31, 2015.  The cases are assigned
to Judge Arthur B. Federman.

The Debtors engaged as bankruptcy counsel Jeffrey A. Deines, Esq.,
at Lentz Clark Deines PA, in Overland Park, Kansas; and Todd A.
Burgess, Esq., John R. Clemency, Esq., and Lindsi M. Weber, Esq.,
at Gallagher & Kennedy, P.A., in Phoenix, Arizona.  MCA Financial
Group, Ltd. serves as their financial advisors.

The Official Committee of Unsecured Creditors retained Stinson
Leonard Street LLP as its counsel.

                          *      *      *

In February 2016, the Debtor withdrew its (i) proposed sale of the
assets of to Joann Horton Family Limited Partnership for a credit
bid of $4.76 million, (ii) and its proposed liquidating plan.


BRIGHT HORIZONS: Moody's Assigns B1 Rating to Amended Revolver
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Bright Horizons
Family Solutions LLC's ("Bright Horizons") upsized and extended
$225 million first lien revolving credit facility due 2019. In the
same rating action, Moody's affirmed the company's B1 Corporate
Family Rating (CFR), B2-PD Probability of Default Rating, B1 rating
on its $932 million first lien senior secured term loan due 2020,
and SGL-2 speculative grade liquidity rating. The rating outlook is
stable.

On January 26, 2016 the company amended its first lien credit
agreement by upsizing the revolving credit facility to $225 million
from $100 million and extending its maturity to July 2019 from
January 2018. The facility is expected to be utilized for general
corporate purposes, potential acquisitions and share repurchases.
Increased facility size (which now represents approximately 16% of
the last twelve months revenues) is a near-term liquidity-positive
for the company given its growing size and scale. Moody's notes,
however, that given Bright Horizons' acquisitive nature and recent
history of share repurchases, the increased facility capacity
provides the company with additional flexibility to pursue these
initiatives, which could result in high revolver utilizations and
rising debt leverage.

The rating affirmations reflect Bright Horizons' consistent revenue
and earnings growth driven by tuition increases, improving center
enrollments, and contribution from new centers, and Moody's
expectation that the company will maintain a disciplined approach
to potential acquisitions and share repurchases.

Moody's took the following rating actions on Bright Horizons Family
Solutions LLC:

  $225 million upsized and extended first lien senior
  secured revolving credit facility expiring in 2019,
  assigned a B1 (LGD3);

  Corporate Family Rating, affirmed at B1;

  Probability of Default Rating, affirmed at B2-PD;

  $932 million first lien senior secured term loan B
  due 2020, affirmed at B1 (LGD3);

  Speculative Grade Liquidity Rating, affirmed at SGL-2;

The rating outlook is stable.

Moody's withdrew the B1 rating on the company's $100 million
revolver that preceded the $225 million facility.

RATING RATIONALE

The B1 CFR reflects Bright Horizons' moderate debt-to-EBITDA
leverage of approximately 4.4x and healthy EBITDA less capex to
interest coverage of 2.8x (inclusive of Moody's standard
adjustments) as of September 30, 2015, the company's demonstrated
ability to de-lever, and Moody's expectations that favorable
operating trends and EBITDA growth will contribute to leverage
reduction and credit metric improvement over the next 12 to 18
months. The rating reflects Moody's view that the company will
continue to organically grow its revenues and earnings as a result
of new center openings, tuition increases, growth in ancillary
revenues, and improving enrollments in mature centers. The rating
is also supported by Bright Horizons' solid market position in the
employer-sponsored child-care space, its successful execution of
new center openings in recent years, good diversification by
customer and industry verticals, and relatively long-term
contractual arrangements.

Notwithstanding these positives, the rating also incorporates
material business risks, including exposure to cyclical employment
and corporate spending, a high capex expansion strategy, and
ongoing acquisition activity that can increase leverage, consume
free cash flow and create integration risks. Additionally, event
risks include the potential introduction of a recurring quarterly
dividend since the company is publicly traded, and buybacks under
its stock repurchase program, including block repurchases from Bain
Capital Partners, LLC to facilitate its exit. Increased flexibility
under the restricted payment provision in the credit agreement
obtained as part of the 2014 amendment, also provides additional
capacity for shareholder distributions.

The SGL-2 speculative grade liquidity rating reflects Bright
Horizons' good liquidity position, supported by Moody's expectation
of continued favorable earnings trends translating into healthy
free cash flow in the range of $100 to $110 million per year,
increased capacity and ample availability expected under the
revolving credit facility expiring in 2019, as well as the
flexibility under the springing net leverage financial covenant in
the credit agreement. Potential uses of free cash flow and/or
revolving credit facility for funding of acquisitions and share
repurchases somewhat constrain the company's liquidity.

The stable rating outlook reflects Moody's expectation that Bright
Horizons will sustain its positive enrollment trends and continue
to successfully execute on its child-care center expansion
strategy, while maintaining a disciplined approach to acquisitions
and share repurchases.

The ratings could be upgraded if the company sustains solid levels
of organic growth and improves earnings, allowing adjusted debt to
EBITDA to decline and be sustained below 4.0x, EBITDA less capex to
interest coverage to exceed 3.0x, and free cash flow to debt to
improve above 10%. Additionally, the company would need to
demonstrate a conservative posture with respect to acquisitions and
shareholder-friendly actions.

The ratings could be downgraded if earnings were to weaken such
that adjusted debt to EBITDA increases and is sustained above 5.0x
or EBITDA less capex to interest declines below 2.0x. A material
debt-financed acquisition, a dividend distribution, aggressive
share repurchase activity, or liquidity deterioration could also
pressure the ratings.

Bright Horizons Family Solutions LLC, based in Watertown,
Massachusetts, is a leading provider of employer-based child care
and related services, including back-up dependent care, college
preparation and admissions counseling ("College Coach"), and other
educational advisory services. As of September 30, 2015, the
company operated 928 child care and early education centers for
more than 1000 clients with the capacity to serve over 100,000
children in 42 states, the District of Columbia, the United
Kingdom, Puerto Rico, Canada, Ireland, India, and the Netherlands.
Bain owns approximately 27.6% of the outstanding common stock. In
the LTM period ending September 30, 2015, the company generated
approximately $1.4 billion in revenues.


CALMARE THERAPEUTICS: Incurs $1.1M Net Loss in Third Quarter
------------------------------------------------------------
Calmare Therapeutics Incorporated filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.06 million on $197,204 of product sales for the
three months ended Sept. 30, 2015, compared to a net loss of $1.22
million on $400,000 of product sales for the same period in 2014.

For the nine months ended Sept. 30, 2015, the Company reported a
net loss of $2.84 million on $405,154 of product sales compared to
a net loss of $2.74 million on $937,080 of product sales for the
nine months ended Sept. 30, 2014.

As of Sept. 30, 2015, Calmare had $4.23 million in total assets,
$13.89 million in total liabilities and a total shareholders'
deficit of $9.66 million.

The Company has incurred operating losses since fiscal 2006 and has
a working capital deficiency at Sept. 30, 2015.  During the three
and nine months ended Sept. 30, 2015, and 2014, the Company had a
significant concentration of revenues from sales of its Calmare
Devices.  

"We continue to seek revenue from new and existing technologies or
products to mitigate the concentration of revenues, and replace
revenues from expiring licenses on other technologies."

"Although we have taken steps to significantly reduce operating
expenses going forward, even at these reduced spending levels,
should the anticipated increase in revenue from sales of Calmare
Devices and other technologies not occur, the Company may not have
sufficient cash flow to fund operations through 2015 and into 2016.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company stated in the
report.

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

                     http://is.gd/cYdEwl

                   About Calmare Therapeutics

Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc., provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Calmare reported a net loss of $3.4 million on $1 million of
product sales for the year ended Dec. 31, 2014, compared to a net
loss of $2.6 million on $653,000 of product sales for the year
ended Dec. 31, 2013.

Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company has incurred operating
losses since fiscal year 2006 and has a working capital and
shareholders' deficiency at Dec. 31, 2014.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CARDIAC SCIENCE: Key Parties Agree to Avoid Structured Dismissal
----------------------------------------------------------------
CS Estate, Inc., formerly known as Cardiac Science Corporation; the
Official Committee of Unsecured Creditors; and CFS 915 LLC; and the
United States Trustee have reached a stipulation resolving
outstanding motions in the Debtor's Chapter 11 case.

The terms of the stipulation are:

   1. The parties agree that any proposed plan will comply with the
Bankruptcy Code, including, without limitation, the priorities set
forth in Sec. 507 of the Bankruptcy Code;

   2. The UST's right to challenge any plan on the basis that it
does not comply with the priorities set forth in Sec. 507 of the
Bankruptcy Code is expressly preserved;

   3. The Parties may not request or otherwise support a
"structured dismissal" of this Chapter 11 case at any time.
However, nothing in the Stipulation will prevent the Parties from
seeking or supporting the dismissal of this Chapter 11 case,
provided that the Parties will not request or otherwise assert that
the Court find "cause" to modify the provisions of Bankruptcy Code
Sec. 349(b)(1)-(3);

   4. Nothing in the Stipulation is intended to limit the Debtor's
ability to convert the case to chapter 7 at any time should the
Debtor determine that conversion is in the best interests of the
estate, and the Committee reserves all rights, if any, to oppose
any conversion by the Debtor;

   5. The U.S. Trustee will withdraw its Limited Motion for
Reconsideration of Final Order on Post-Petition Financing Absent
Compliance with Rule 9019 Notice and Opportunity, and the United
States Trustee's Motion to Dismiss or Convert, or in the
Alternative, For an Order Directing the Appointment of a Chapter 11
Trustee;

   6. The Debtor will withdraw its Motion for Entry of an Order
Approving a Key Employee Incentive Plan; and

   7. The Debtor's Motion Pursuant to 11 U.S.C. Sec. 363 and 503 of
the Bankruptcy Code Authorizing the Debtor to Compensate Officers
is resolved as follows: the Officers may be paid up to $50,000 of
their November, December, and January invoices submitted to the
Court.

Judge Robert D. Martin on Feb. 19, 2016, signed an order approving
the Stipulation.

Patrick S. Layng, the United States Trustee, is represented by:

         Debra L. Schneider
         Attorney for the United States Trustee
         Office of the U.S. Trustee
         780 Regent Street, #304
         Madison, WI 53715
         Tel: (608) 264-5522 ext. 18

Counsel for the Official Committee Ofunsecured Creditors:

         Shelly A. DeRousse
         Devon J. Eggert
         FREEBORN & PETERS LLP
         311 South Wacker Drive, Suite 3000
         Chicago, Illinois 60606-6677
         Telephone: (312) 360-6000
         Facsimile: (312)360-6520

Counsel for CS Estate, Inc.:

         Frank W. DiCastri
         Daryl L. Diesing
         WHYTE HIRSCHBOECK DUDEK, S.C.
         555 E. Wells Street, Suite 1900
         Milwaukee, WI 53202
         Telephone: (414) 273-2100
         Facsimile: (414) 223-5000

Counsel for CFS 915 LLC:

         Josef S. Athanas
         Caroline A. Reckler
         LATHAM & WATKINS LLP
         330 N. Wabash Avenue, Ste. 2800
         Chicago, IL 60611
         Telephone: (312) 876-7700
         Facsimile: (312) 993-9767

                        About Cardiac Science

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

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

Judge Robert D. Martin presides over the case.

The Debtor disclosed total assets of $45,335,596 plus an
undetermined amount and $104,715,678 plus an undetermined amount as
of the Chapter 11 filing.  Celestica Electronics (M) SDN BHD is the
Debtor's largest unsecured creditor holding a claim of $2.5
million.  CFS 915 LLC is the largest creditor of the Debtor, and
its $87 million prepetition loan is secured by substantially all of
the Debtor's assets.  CFS has agreed to provide $10 million in
postpetition financing for the Debtor.

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

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

                             *     *      *

The Debtor on Jan. 8, 2016 won approval from the Bankruptcy Court
to sell substantially all of its assets to CFS 915 LLC.  The sale
closed on Jan. 25.  As required by the parties Asset Purchase
Agreement, the Debtor changed its name from "Cardiac Science
Corporation" to "CS Estate, Inc."  The Debtor filed a corresponding
motion to amend the case caption to reflect the name change.


CARDIAC SCIENCE: Sale Closed; Name Changed to CS Estate Inc.
------------------------------------------------------------
Cardiac Science Corporation on Jan. 8, 2016, won approval from the
Bankruptcy Court to sell substantially all of its assets to CFS 915
LLC.  The sale closed on Jan. 25.  As required by the parties'
Asset Purchase Agreement, the Debtor changed its name from "Cardiac
Science Corporation" to "CS Estate, Inc."  The Debtor filed a
corresponding motion to amend the case caption to reflect the name
change.

                        About Cardiac Science

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

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

Judge Robert D. Martin presides over the case.

The Debtor disclosed total assets of $45,335,596 plus an
undetermined amount and $104,715,678 plus an undetermined amount as
of the Chapter 11 filing.  Celestica Electronics (M) SDN BHD is the
Debtor's largest unsecured creditor holding a claim of $2.5
million.  CFS 915 LLC is the largest creditor of the Debtor, and
its $87 million prepetition loan is secured by substantially all of
the Debtor's assets.  CFS has agreed to provide $10 million in
postpetition financing for the Debtor.

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

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


CASTILONE GROUP: Case Summary & 9 Unsecured Creditors
-----------------------------------------------------
Debtor: The Castilone Group, LLC
        4640 Harris Hill Rd.
        Williamsville, NY 14221

Case No.: 16-10390

Chapter 11 Petition Date: March 2, 2016

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

Debtor's Counsel: Arthur G. Baumeister, Jr., Esq.
                  AMIGONE, SANCHEZ & MATTREY LLP
                  1300 Main Place Tower
                  350 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 852-1300
                  E-mail: abaumeister@amigonesanchez.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Leonard L. Castilone, managing member.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/nywb16-10390.pdf


CHAPARRAL ENERGY: 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 Chaparral
Energy Inc. to 'D' from 'CCC-'.

S&P also lowered the issue-level rating on the company's unsecured
debt to 'D' from 'CC'.  The recovery rating on the unsecured debt
remains '5', indicating S&P's expectation of modest (10% to 30%,
upper end of the range) recovery in the event of default.

The 'D' rating reflects Chaparral Energy's announcement that it has
elected not to make the interest payment on its 8.25% senior notes
due 2021, and S&P's belief that the company will not make this
payment before the 30-day grace period ends.  S&P believes the
company will likely reorganize under Chapter 11.


CHURCH HOME: Fitch Assigns 'BB' Ratings to 2016 Revenue Bonds
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the following State Of
Connecticut Health And Educational Facilities Authority Revenue
Bonds expected to be issued on behalf of Church Home of Hartford
Inc. D/B/A Seabury (Seabury Obligated Group):

-- $51,990,000 Healthcare Facility Expansion Issue (Church Home
    Of Hartford Incorporated Project) Series 2016A Fixed Rate
    Bonds;

-- $9,400,000 Healthcare Facility Expansion Issue (Church Home Of

    Hartford Incorporated Project) Series 2016B-1 Tax Exempt
    Mandatory Paydown Securities (TEMPS-80SM);

-- $13,750,000 Healthcare Facility Expansion Issue (Church Home
    Of Hartford Incorporated Project), Series 2016B-2 Tax Exempt
    Mandatory Paydown Securities (TEMPS-50SM).

Fitch has also affirmed at 'BB' the rating on the following parity
bonds also issued on behalf of the Seabury Obligated Group:

-- $35,600,000 Public Finance Authority Healthcare Facility
    Expansion/Refunding Bonds (Church Home of Hartford
    Incorporated Project), Series 2015A.

The Rating Outlook is Stable.

The 2016 bonds are expected to be issued as fixed rate. Proceeds
will be used to finance phases B and C of Seabury's master
facilities plan, fund debt service reserve funds and capitalized
interest for 24 months, and pay for the costs of issuance. The two
series of 2016B bonds are anticipated to be issued as temporary
debt, which will be paid down from the initial IL entrance fees as
certain occupancy levels are reached. The bonds are expected to
sell via negotiation the week of March 1.

SECURITY

Pledge of gross revenues of the obligated group (OG), a mortgage,
and a debt service reserve fund.

KEY RATING DRIVERS

SIZABLE EXPANSION/REPOSITIONING PROJECT: Seabury is moving forward
on a $75 million capital program that will add 68 independent
living (IL) units as part of a new building, and 12 skilled nursing
beds as well as renovate and/or expand parts of assisted living and
common areas. The project will increase Seabury's IL units by 25%.

STRESSED FINANCIAL PROFILE: The 'BB' rating assumes the successful
construction and fill up of the new ILUs, and the pay down of
approximately $25 million in short-term debt from initial entrance
fees received by 2019. Seabury's debt burden will remain elevated
even after occupancy stabilizes on the new units.

MITIGATING CREDIT STRENGTHS: Development and fill risk is tempered
by Seabury's underlying credit strengths, which include a long
operating history, good demand for services as reflected in high
occupancy, and historically stable operating performance.

STABLE OVERALL OPERATING PROFILE: Seabury has maintained total
campus occupancy (IL, AL and skilled nursing combined) of above 90%
over the last eight years. The high levels of occupancy has
supported a very good operating ratio, which has averaged 92.6%
over the last four audited years, particularly strong for a Type
'A' Lifecare facility.

GOOD MARKET POSITION: Seabury does have competitors in its service
area. However, its entrance fees remain in line with area housing
prices and competitor pricing. Seabury markets itself as an active
community, which has attracted younger seniors. Seabury's average
age of IL entry is below 80, and given the age of entry, its yearly
IL turnover has been below 6% over the last three years, which is
low for the sector.

RATING SENSITIVITIES

CAPITAL PROJECT MANAGEMENT: Construction and project management
risks from Church Home of Hartford Inc. D/B/A Seabury's (Seabury)
sizable capital project are mitigated by execution of a Guaranteed
Maximum Price (GMP) contract, owner's and contractor's
contingencies, engagement of owner's representative and liquidated
damages. However, a delay in the receipt of initial entrance fees
could cause negative rating pressure.

OPERATING PROFILE MAINTENANCE: The rating assumes that Seabury's
current financial profile, characterized by high occupancy and
solid operating metrics, will remain stable during the project
period.

CREDIT PROFILE

The Seabury OG is a Type 'A' life care continuing retirement
community (CCRC) located in Bloomfield, CT, just northwest of
Hartford. The community currently includes 191 IL units, 49 AL
units, and 60 skilled nursing beds.

Fitch bases its financial analysis on the results of the OG, which
consists of Seabury, the senior living campus described above, and
Seabury Meadows, which operates 58 memory support beds and is
located adjacent to the senior living campus. Total OG operating
revenues were $26.6 million in FY2015. Seabury also has two non-OG
affiliated organizations, the Seabury Charitable Foundation and
Seabury At Home, which is a CCRC without walls. The financial
performance of the affiliates is not included in the results
reported in this press release.

SECOND PHASE OF CAPITAL PLAN

In 2015, Seabury issued debt to fund a variety of projects as part
of a phase A of a large master facilities plan. The projects
include a new front entrance and new bistro area, renovation of the
kitchen and main dining space, an arts studio, salon and day spa,
and renovation of administrative offices. These projects are in
progress and are expected to be finished within the next three
months.

With the current $75 million debt issuance Seabury is moving
forward with Phases B and C of the master facilities plan. Fitch
assigned the 'BB' rating to the 2015 debt in anticipation of this
larger debt issuance. The rating reflected the anticipated size of
the debt to be issued, the short term debt structure, and the
execution risk for the projects. Fitch notes that prior to the debt
issuance Seabury had a very strong financial profile, with its
operating, liquidity, and debt metrics all solidly investment
grade.

This next phase is a large repositioning project that will add 68
IL units and include renovation and expansion of assisted and
skilled nursing areas, including a new dedicated short term rehab
unit and a new primary care space, as well as additional parking
space. The construction will also feature a new chapel that will
seat up to 225 people, which will be funded separately by Seabury.


Currently, Seabury has secured 36 entrance fee deposits and
management will not begin construction on the new ILUs until
pre-sales reach 41 or 60%. To fund the project Seabury is issuing
three series of debt, two of which will be short term bonds,
approximately $25 million, payable from initial entrance fees
received on the new IL units as they fill up, which is estimated to
total $28.5 million. The debt will significantly stress Seabury's
financial profile over the next three to five years.

In spite of the execution risk and additional debt burden, Fitch
views the projects positively, believing that they will be
financially accretive to Seabury, enabling the campus to remain
competitive over the longer term. Currently Seabury's high
occupancy and low turnover is limiting revenue growth. The project
will increase the number of Seabury's IL units by 25% and the total
unit increase will be approximately 22% or 80 units, when including
the additional skilled nursing beds and AL units that will be
built.

Management has taken appropriate steps to reduce the inherent
construction and development risk through the execution of a GMP
with a provision for liquidated damages, funding of owner's and
builder's contingencies totaling 6% of construction costs and the
engagement of an owner's representative.

The sizable number of units to be added, especially the 68 IL
units, and the need to fill them in order to pay down debt are
credit concerns. However, Seabury's high IL occupancy, 98% at
December 31, 2015, its low turnover, under 6% over the last few
years, and its Seabury At Home product, which is an entry point for
potential new IL residents, demonstrate a good demand for services
and pent up demand as so few IL units have turned over at Seabury
in the last few years.

In addition, the new IL units from a size and price perspective
should fit well with Seabury's current stock of ILs. The new units,
on average, will have slightly larger floor plans than the current
ILs, but that is being driven by the demand for large units, which
are Seabury's most popular units. Seabury has begun to combine
apartments to meet the demand for larger units. Fitch notes that
the largest units at 1,600 square feet, which are also the most
expensive, have already pre-sold. Seabury also plans to renovate
current ILs to the standard of the new ILs as they turnover.

Fitch recently toured the campus and saw the progress of the Phase
A projects, which were underway. Seabury has a sizable campus and
the new IL building should integrate well with the current
buildings. The new IL building along with the new chapel/auditorium
and bistro will be a central part of the campus after construction
and represents a significant upgrade to the common spaces and flow
of the current campus.

STEADY OPERATIONAL PERFORMANCE

Seabury has historically maintained a steady financial performance,
with its operating ratio particularly strong for type 'A' contract
community. The operating performance was down slightly in FY15, due
in part to changes to Medicare short term rehab related to shorter
lengths of stay and reduced referrals from hospitals that Fitch is
seeing across the sector. The weaker performance was offset by a
good year for entrance fees ($2.7 million in net entrance fee
receipts). As a result, Seabury's operating ratio weakened to 93.7%
from 90.9%, relative to a category median of 96.1%, and its net
operating margin - adjusted improved to 15.4% from 13.4%, relative
to a category median of 19.3%.

The below median net operating margin - adjusted does reflect the
low level of IL turnover at Seabury. Only 11 IL units (5.8% of its
IL units) turned over in 2015. IL turnover is generally higher than
that in the sector. The IL expansion should help increase turnover
in the longer term.

First quarter FY16 results were softer. Seabury's operating rose to
98.8%, as the issues in Medicare rehab continued to impact
performance. The timing of entrance fee on sales also impacted with
performance, as IL turnover increased at Seabury in the first
quarter. The units were remarketed and sold, and those sales will
be reflected in the quarter two performance. As a result, the net
operating margin adjusted in first quarter FY16 dropped to a thin
4.2%.

Fitch views Seabury's occupancy as a credit strength. At December
31, 2015, IL, AL and skilled nursing occupancies were 98%, 92%, and
98%, respectively, which is consistent with Seabury's occupancy
through the historical period. In addition, Seabury has 137 active
members on its priority waitlist and 133 members in Seabury At
Home, of which 83% are on the priority waitlist. Membership fees
for Seabury At Home average $70,098 per person.

Liquidity was adequate at Dec. 31, 2015, with $19.2 million in
unrestricted cash and investments equating to 305 days cash on
hand, a 7.2x cushion ratio, and 52.6% cash to debt. However,
Seabury's liquidity will severely weaken after the debt issuance
with its cushion ratio and cash to debt falling to 3.4x and 22.2%,
respectively. The cash to debt figure assumes pay down of the short
term debt.

DEBT PROFILE

As of Dec. 31, 2015, Seabury had approximately $34.5 million in
long-term fixed rate bonds. Total debt will peak at approximately
$106 million in 2016 before paydown of the short-term debt and be
approximately $80 million in 2020 after the IL units stabilize. A
pro forma analysis of the debt, using a debt figure of $85 million
and maximum annual debt service (MADS) of $5.6 million shows a very
elevated debt burden.

At Dec. 31, 2015, MADS of a percent revenue was 21.5%, debt to net
available was 19.1x, and MADS coverage was 0.8x, all consistent
with a non-investment grade rating. Seabury will not be tested on
the $5.6 million MADS figure until 2020.

Fitch expects Seabury's debt profile to improve as the short term
debt is paid down, other debt amortizes, and the new units are
brought into service and begin to generate revenue and over the
longer term turnover entrance fees.

DISCLOSURE

Seabury will covenant to provide annual disclosure within 150 days
of fiscal year end, and quarterly disclosure within 45 days of each
quarter end. Disclosure will be made via the Municipal Securities
Rulemaking Board's EMMA System.


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

Downgrades:

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

-- Corporate Family Rating, Downgraded to Ca from Caa1

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

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

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

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

Outlook Actions:

-- Outlook, Remains Negative

Affirmations:

--  Speculative Grade Liquidity Rating, Affirmed SGL-3

RATINGS RATIONALE

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

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

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

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

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



COMBIMATRIX CORP: Reports $6.60-Mil. Net Loss for 2015
------------------------------------------------------
Combimatrix Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2015.

Combimatrix posted a net loss of $6,601,000 for the year ended Dec.
31, 2015, down compared to the $8,707,000 net loss in 2014.

Total revenues were up $10,088,000 in 2015 compared to $8,042,000
in 2014.

The Company had total assets of $7,922,000 at Dec. 31, 2015,
against $2,066,000 in total liabilities.  Total shareholders'
equity is $5,856,000.

Irvine, California-based Haskell & White LLP, the Company's
independent auditors, said the Company has limited working capital
and a history of incurring net losses and net operating cash flow
deficits.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.  

"As of December 31, 2015, the combination of cash, cash equivalents
and short term investments totaled $3.9 million," the Company said.
"We believe our year-end cash balances will be sufficient to meet
our expected cash requirements for current operations into the
third quarter of 2016."

"In order for us to continue as a going concern beyond this point
and ultimately to achieve profitability, we may be required to
obtain capital from external sources, increase revenues and reduce
operating costs," the Company added.  "However, there can be no
assurances that our operations will become profitable or that
external sources of financing, including the issuance of debt
and/or equity securities, will be available at times and at terms
acceptable to us, or at all.  The issuance of additional equity or
convertible debt securities will also cause dilution to our
shareholders.  If external financing sources are not available or
are inadequate to fund our operations, we will be required to
reduce operating costs, including research projects and personnel,
which could jeopardize our future strategic initiatives and
business plans."

A copy of the Company's Annual Report is available at
http://is.gd/jHL4DN

Combimatrix specializes in pre-implantation genetic screening,
miscarriage analysis, prenatal and pediatric healthcare, offering
DNA-based testing for the detection of genetic abnormalities beyond
what can be identified through traditional methodologies.  Its
clinical lab and corporate offices are located in Irvine,
California.


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

Moody's took the following actions:

Crown Holdings, Inc.

-- Affirmed Ba2 corporate family rating

-- Affirmed Ba2-PD probability of default rating

Speculative Grade Liquidity Rating, affirmed at SGL-2

Crown Americas LLC

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

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

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

    December 2019, Baa3 (LGD 2)

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

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

Crown Cork & Seal Company, Inc.

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

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

Crown European Holdings S.A.

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

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

    2018, Baa3 (LGD 2)

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

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

Crown Metal Packaging Canada LP

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

The ratings outlook is stable.

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

RATINGS RATIONALE

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

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

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

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

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

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

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


CUBIC ENERGY: Anchorage et al. Now Hold Membership Interests
------------------------------------------------------------
These entities disclose in a SCHEDULE 13D/A (Amendment No. 4)
filing with the Securities and Exchange Commission that they no
longer hold shares of Cubic Energy, Inc., common stock, $0.05 par
value per share, following the Company's emergence from Chapter 11
bankruptcy protection:

     Anchorage Capital Group, L.L.C.
     610 Broadway, 6th Floor
     New York, NY 10012
     Tel: (212) 432-4650
     Attn: David Young

          - and -

     O-CAP Management, L.P.
     600 Madison Avenue, 14th Floor
     New York, NY 10022
     Tel:  (212) 554-4622
     Attn: Jared S. Sturdivant

          - and -

     Corbin Capital Partners, L.P.
     590 Madison Avenue, 31st Floor
     New York, NY 10022
     Tel:  (212) 634-7373
     Attn:  Anthony Anselmo

Their Schedule 13D/A report says: "On February 17, 2016, the
Bankruptcy Court entered an order confirming Cubic's Third Amended
Prepackaged Plan of Reorganization of Cubic Energy, Inc., et al.,
Pursuant to Chapter 11 of the Bankruptcy Code, dated as of February
15, 2016  (the "Plan"), under which, on March 1, 2016, the
Effective Date of the Plan, all shares of Common Stock and other
equity interests in Cubic were cancelled and extinguished, and the
Company was converted into a Delaware limited liability company
with membership interests issued to members, including certain
Reporting Persons, in accordance with the Plan."

                    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.

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.

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 disclosed $68,803,615 in total property and
$119,109,288 in total liabilities.

The U.S. Trustee for Region 3 notified the Court that no unsecured
creditors' committee has been appointed in the Chapter 11 case due
to no unsecured creditor response to the U.S. Trustee's
communication for service on the committee.

                           *     *     *

On February 17, 2016, the Court entered an order confirming the
Company's Third Amended Prepackaged Plan of Reorganization of Cubic
Energy, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy
Code, filed on February 15.  The Plan was declared effective on
March 1.


CUBIC ENERGY: Revised Prepack Plan Declared Effective
-----------------------------------------------------
Cubic Energy, Inc., and its debtor-affiliates inform the United
States Bankruptcy Court for the District of Delaware that on March
1, 2016, all conditions to the occurrence of the effective date set
forth in their Third Amended Prepackaged Plan of Reorganization and
the order confirming that Plan were satisfied or waived in
accordance therewith and the effective date of the Plan occurred.


A copy of the Notice of effective date is available at
http://is.gd/C4PgNh

AS A RESULT OF THE PLAN BEING EFFECTIVE, ALL SHARES OF COMMON STOCK
AND OTHER EQUITY INTERESTS IN THE COMPANY WERE CANCELLED WITHOUT
CONSIDERATION AND HAVE NO VALUE.

On March 1, Cubic Energy filed with the Securities and Exchange
Commission a Form 15 "CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934" to terminate the
registration of these securities:

     Common Stock, $0.05 par value
     Common Stock, $0.05 par value, issuable upon exercise of Class
A Warrants
     Common Stock, $0.05 par value, issuable upon exercise of Class
B Warrants

A copy of the Form 15 is available at http://is.gd/0kRNYe

On the Effective Date, the Company was converted into a Delaware
limited liability company with membership interests issued in
accordance with the Plan.

All final requests for allowance and payment of compensation to
Professionals must be filed and served so as to be actually
received no later than 60 days after the Effective Date.

                    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.

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.

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 disclosed $68,803,615 in total property and
$119,109,288 in total liabilities.

The U.S. Trustee for Region 3 notified the Court that no unsecured
creditors' committee has been appointed in the Chapter 11 case due
to no unsecured creditor response to the U.S. Trustee's
communication for service on the committee.

                           *     *     *

On February 17, 2016, the Court entered an order confirming the
Company's Third Amended Prepackaged Plan of Reorganization of
Cubic
Energy, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy
Code, filed on February 15.


CUBIC ENERGY: Shares Held by Tauren & Langtry Cancelled
-------------------------------------------------------
Calvin A. Wallen, III -- in his individual capacity and on behalf
of Tauren Exploration, Inc. and Langtry Mineral & Development, LLC,
entities that are wholly owned by Wallen -- reports in a SCHEDULE
13D/A (Amendment No. 9) filing with the Securities and Exchange
Commission that he no longer hold shares of Cubic Energy, Inc.,
common stock, $0.05 par value per share, following the Company's
emergence from Chapter 11 bankruptcy protection.

The Schedule 13D/A report says: On February 17, 2016, the
Bankruptcy Court entered an order confirming Cubic's Third Amended
Prepackaged Plan of Reorganization of Cubic Energy, Inc., et al.,
Pursuant to Chapter 11 of the Bankruptcy Code, dated as of February
15, 2016  (the "Plan"), under which, on March 1, 2016, the
Effective Date of the Plan, all shares of Common Stock and other
equity interests in Cubic were cancelled and extinguished, and the
Company was converted into a Delaware limited liability company
with membership interests issued to members, in accordance with the
Plan.  The shares of Common Stock previously reported as being held
directly or indirectly by Mr. Wallen and his affiliates, including
Tauren and Langtry, were cancelled at that time."

                    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.

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.

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 disclosed $68,803,615 in total property and
$119,109,288 in total liabilities.

The U.S. Trustee for Region 3 notified the Court that no unsecured
creditors' committee has been appointed in the Chapter 11 case due
to no unsecured creditor response to the U.S. Trustee's
communication for service on the committee.

                           *     *     *

On February 17, 2016, the Court entered an order confirming the
Company's Third Amended Prepackaged Plan of Reorganization of Cubic
Energy, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy
Code, filed on February 15.  The Plan was declared effective on
March 1.


DEB STORES: Needs Until June 4 to File Ch. 11 Plan
--------------------------------------------------
Deb Stores Holdings LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware, for the fourth time, to further extend
the period within which only the Debtors may file a Chapter 11 plan
through and including the statutory maximum of June 4, 2016, and
the period within which only the Debtors may solicit acceptances of
such plan through and including the statutory maximum of August 4,
2016.

The Debtors tell the Court that they have made significant progress
in these cases, including: (a) coordination with the DIP lender and
the Committee regarding pursuit of causes of action on behalf of
the Debtors' estates; (b) obtaining authorization to use cash
collateral with the Term Loan Lenders' consent to, among other
things, make certain payments from. the 503(b)(9) Reserve,
utilities adequate assurance deposit and account, and payment to a
former landlord to resolve a motion to compel; (c) obtaining court
approval of settlement with credit card issuer over amount of
reserve/chargeback due to the Debtors' estates; (d) obtaining court
approval and resolved potential litigation with issuer of letter of
credit resulting in settlement payment to the Debtors' estates; (e)
continued negotiation with the Term Loan Lenders over future use of
cash collateral; and (f) continued reconciliation of asserted
section 503(b)(9) claims.

The Debtors state that they merely require additional time in order
to maximize the value of their estates.

The extension request was filed by Laura Davis Jones, Esq., David
M. Bertenthal, Esq., Joshua M. Fried, Esq., and Peter J. Keane,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, on behalf of the Debtors.

                    About Deb Stores

Headquartered in Philadelphia, Pennsylvania, Deb Stores is a
mall-based retailer in the juniors "fast-fashion" specialty sector
that operates under the name "DEB" and offers moderately priced,
fashionable, coordinated women's sportswear, dresses, coats,
lingerie, accessories and shoes for junior and plus sizes.  The
company, founded by Philip Rounick and Emma Weiner, opened its
first store under the name JOY Hosiery in Philadelphia,
Pennsylvania in 1932.  As of Sept. 30, 2014, the Company operated a
total of 295 retail store locations (primarily in the East and
Midwest, especially Pennsylvania, Ohio and Michigan) as well as an
e-commerce channel.

On June 26, 2011, Deb Stores' predecessors -- DSI Holdings Inc. and
its subsidiaries -- sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 11-11941) and closed the sale of the assets three
months later to Ableco Finance, LLC, the agent for the first lien
lenders.

Deb Stores Holding LLC and eight affiliated companies commenced
Chapter 11 bankruptcy cases in Delaware on Dec. 4, 2014.  The
Debtors sought to have their cases jointly administered, with
pleadings maintained on the case docket for Deb Stores Holding
(Case No. 14-12676).  The cases are assigned to Judge Mary F.
Walrath.

Carl D. Neff at Delaware Bankruptcy Litigation reported that by
order dated Dec. 5, 2014, the Debtors' Chapter 11 cases were
consolidated for procedural purposes only and therefore are being
jointly administered pursuant to Bankruptcy Rule 1015(b).

Laura Davis Jones, Esq., Colin R. Robinson, Esq., at and Peter J.
Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, serve as counsel to the Debtors.  Epiq Bankruptcy
Solutions, LLC, is the claims and noticing agent.

As of Dec. 31, 2014, the Debtors' most recent audited consolidated
financial statements reflected assets totaling $90.5 million and
liabilities totaling $120.1 million.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
its lead counsel; Drinker Biddle & Reath LLP as its co-counsel; and
Zolfo Cooper, LLC as its bankruptcy consultants and financial
advisors.


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

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

The following summarizes the ratings.

Ratings downgraded:

Denbury Resources Inc.

-- Corporate Family Rating -- Caa2 from Ba3

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

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

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

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

Ratings lowered:

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

Outlook:

Outlook - Negative

RATINGS RATIONALE

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

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

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

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


DIVERSE ENERGY: SSG Acted as Co-Investment Banker in Asset Sale
---------------------------------------------------------------
SSG Capital Advisors, LLC ("SSG") acted as the co-investment banker
to Diverse Energy Systems, LLC and its subsidiary ITS Engineered
Systems, Inc. (collectively "Diverse" or the "Company") in both the
placement of debtor-in-possession ("DIP") financing from Coyote
Capital Management, LLC and the sale of substantially all of their
assets to Cimarron Energy, Inc. ("Cimarron"), a portfolio company
of Turnbridge Capital, LLC ("Turnbridge").  The sale was
effectuated through a Chapter 11 Section 363 process in the U.S.
Bankruptcy Court for the Southern District of Texas.  The
transactions closed in October 2015 and January 2016,
respectively.

Diverse manufactures new oil and gas field service equipment to be
sold on a single unit basis or as a group.  The Company also
manufactures certain types of equipment to be used in its rental
fleet.  All equipment is configured to appropriately accommodate
the characteristics of the specific application it will service.
Additionally, Diverse offers support and maintenance services to
its customers for both leased and owned equipment.

In order to build an infrastructure capable of supporting revenue
growth, the Company made significant investments in SG&A and its
facilities during 2012 through 2014.  As the price of oil
plummeted, Diverse faced declining sales and an inflated cost
structure, and was forced to right-size the business.  Despite the
Company's cost-saving efforts, the continued decline in performance
through the third quarter of 2015 placed additional strain on its
liquidity.  In September 2015, Diverse Energy Systems, LLC filed
for Chapter 11 bankruptcy protection to avoid further deterioration
of its business and to retain the value of its assets.  ITS
Engineered Systems, Inc. had previously filed for Chapter 11 in
April 2015.

SSG was retained by Diverse in May 2015 to evaluate strategic
alternatives.  In addition to contacting a number of potential
lenders to attempt to refinance its debt, SSG also conducted a
comprehensive marketing process to financial buyers to determine if
there was an interest in creating a partnership.  While multiple
parties engaged in a thorough review of the business and submitted
offers, it was determined that filing for Chapter 11 bankruptcy
protection and beginning a sale process was the best option.  SSG
contacted lenders to evaluate interest in providing a DIP facility.
While several parties submitted financing term sheets, the term
sheet from Coyote Capital Management was determined to be the best
offer.  The financing transaction closed in October 2015.

In addition to assisting the Company in obtaining DIP financing,
Diverse and its advisors concluded that the best option was to
proceed with a sale effectuated through a Chapter 11 Section 363
process.  SSG conducted a comprehensive marketing process to a wide
universe of strategic and financial buyers to structure the optimal
solution for the Company.  Several parties engaged in a thorough
review of the business.  The offer from Cimarron was determined to
be the highest and best offer and the sale transaction closed in
January 2016.

Cimarron is a leading manufacturer of engineered production,
process, and environmental equipment for the upstream and midstream
energy sectors.  Turnbridge is a private equity firm that invests
in middle-market businesses that are directly or indirectly
dependent upon energy and energy-related infrastructure spending.

Other professionals who worked on the transactions include:

    * Jay H. Krasoff of Chiron Financial Group, Inc., co-investment
banker to Diverse Energy Systems, LLC and ITS Engineered Systems,
Inc.;
    * J. Robert Forshey and Clarke Rodgers of Forshey Prostok, LLP,
counsel to Diverse Energy Systems, LLC;
    * John P. Boylan of EJC Ventures, LLC, Chief Restructuring
Officer to Diverse Energy Systems, LLC;
    * Micheal W. Bishop and Lydia R. Webb of Gray Reed & McGraw,
P.C., counsel to ITS Engineered Systems, Inc.;
    * Cary M. Grossman of Shoreline Capital Advisors, Chief
Restructuring Officer to ITS Engineered Systems, Inc.;
    * Thomas G. Wallrich and Joel D. Nesset of Cozen O'Connor P.C.,
counsel to Alerus Financial Corporation;
    * Jim Schober of Schober & Schober, PC and Kathryn Smyser of
Selman, Munson and Lerner, P.C., counsel to Coyote Capital
Management;
    * Denny Meyer of Fields, Nemec & Co., P.C., financial advisor
to Coyote Capital Management;
    * Michael P. Considine, Dan B. Prieto and Melissa D. Kalka of
Jones Day, counsel to Turnbridge Capital;
    * Marc W. Taubenfield of McGuire, Craddock & Strother, P.C.,
counsel to Grand Bank of Texas;
    * Joseph G. Epstein and Sean B. Davis of Winstead PC, counsel
to Fountain Partners;
    * Kenneth L. Baum and Michael D. Warner of Cole Schotz P.C.,
counsel to Nations Equipment Financing;
    * Edward L. Rothberg and T. Josh Judd of Hoover Slovacek, LLP,
counsel to Icon Bank of Texas;
    * Eric M. Van Horn, Amber M. Chambers and Nicholas Zugaro of
McCathern PLLC, counsel to Spunky Flat Land Company; and
    * H. Miles Cohn of Crain, Caton & James, PC, counsel to the
Official Committee of Unsecured Creditors.

                 About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  SSG provides its
clients with comprehensive investment banking services in the areas
of mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory.  SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.

SSG Capital Advisors, LLC (Member FINRA, SIPC) is a wholly owned
broker dealer of SSG Holdings, LLC.  SSG is a registered trademark
for SSG Capital Advisors, LLC.  SSG provides investment banking,
restructuring advisory, merger, acquisition and divestiture
services, private placement services and valuation opinions.

                      About Diverse Energy

Diverse Energy Systems, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. S.D. Tex. Lead Case No. 15-34736) on Sept. 7,
2015.  The jointly administered cases have been assigned to Judge
Karen K. Brown.

Forshey Prostok LLP serves as the Debtor's counsel.  SSG Advisors,
LLC serves as the Debtor's financial and restructuring advisor.
The Debtor tapped Gordon Brothers Asset Advisors, LLC as
appraiser.

Diverse is the indirect parent of ITS Engineered Systems, Inc.  ITS
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code on April 17, 2015.  ITS's bankruptcy case is
currently pending in this Court as Case No. 15-32145.

Diverse is a provider of integrated solution platforms for upstream
and midstream customers in the natural gas production, oil
production, and water treatment industries.

On Oct. 5, 2015, Diverse disclosed total assets of $15,836,103 and
total liabilities of $3,261,959.

                           *     *     *

On Dec. 22, 2015, Diverse filed a motion to extend the period of
time during which it alone holds the right to file a Chapter 11
plan.  Diverse proposed to extend its exclusive right to file a
plan to April 4, 2016, and to solicit votes from creditors to  June
3, 2016.  

The extension, if approved, would prevent others from filing rival
plans in court and maintain Diverse's control over its bankruptcy
case.


EAGLE INC: Taps Simon Peragrine for Non-Bankruptcy Matters
----------------------------------------------------------
Eagle Inc. sought and obtained authority from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ Simon
Peragine Smith & Redfearn LLP as as an ordinary course
professional.

The Debtor does not believe that Section 327 of the Bankruptcy Code
requires Court approval for retention and employment of SPSR, as it
provides the Debtor with non-bankruptcy related services used in
the ordinary course of the Debtor's business.

The Debtor represents that: (a) SPSR is necessary to enable the
Debtor to continue to conduct its ordinary affairs without
disruption; (b) the expenses of SPSR will be kept to a minimum; and
(c) SPSR will not perform substantial services relating to
bankruptcy matters without permission of the Court.

The Debtor is represented by:

         James L. Patton, Jr., Esq
         Robert S. Brady, Esq.
         Edwin J. Harron, Esq.
         Laurel D. Roglen, Esq.
         Elizabeth S. Justison, Esq.
         YOUNG CONAWAY STARGATT & TAYLOR, LLP
         Rodney Square
         1000 North King Street
         Wilmington, DE 19801
         Tel: (302) 571-6600
         Fax: (302) 571-1253
         Email: eharron@ycst.com
                lroglen@ycst.com
                ejustison@ycst.com

            -- and --

         Stephen H. Kupperman, Esq.
         BARRASSO USDIN KUPPERMAN
            FREEMAN & SARVER, L.L.C.
         909 Poydras Street, 24th Floor
         New Orleans, LA 70112
         Tel: (504) 589-9700
         Fax: (504) 589-9701
         Email: skupperman@barrassousdin.com

                          About Eagle Inc.

Founded in 1920, Eagle, Inc., sold gaskets and insulation-related
products, many of which contained asbestos. Eagle discontinued the
distribution and sale of asbestos-containing products in the late
1970s and ceased all operations in 2006 other than the management
of asbestos litigation and insurance rights.

Eagle Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D.
La. Case No. 15-12437) on Sept. 22, 2015, with a goal of confirming
a plan of reorganization which implements a channeling injunction
and trust to resolve its liability for asbestos-related claims.
Judge Jerry A. Brown is assigned to the case.

The petition was signed by Raymond P. Tellini, the president.

The Debtor's schedules disclosed $1,517,044 in assets and
$1,220,112 in liabilities.  Full-text copies of the Schedules are
available at http://bankrupt.com/misc/EAGLEsal1006.pdf

The Debtor has engaged Young Conaway Stargatt & Taylor, LLP, as
counsel; Barrasso Usdin Kupperman Freeman & Sarver, LLC as local
counsel; and Epiq Bankruptcy Solutions as claims, noticing and
balloting agent.

The U.S. Trustee for Region 5 appointed three members to the
Official Committee of Unsecured Creditors:

   (1) Steven F. Richard, Sr.
       11516 Wintergreen Dr.
       Zachary, LA 70791

   (2) The Estate of Sylvester W. Gordon,
          through Beatrice Gordon, Surviving Spouse
       27255 James Chapel Rd. North
       Holden, LA 70744

   (3) Sara Virginia Moskau, for
          the Estate of Paul Weaver
       c/o Baron & Budd, P.C.
       3102 Oak Lawn Ave., Suite 1100
       Dallas, TX 75219


EMERALD INVESTMENT: Trustee Taps Emmet Marvin to Handle Appeals
---------------------------------------------------------------
Ian J. Gazes, Chapter 11 trustee of the estates of Ashley River
Consulting, LLC, and Emerald Investments, LLC, asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Emmet, Marvin & Martin, LLP, as special
counsel, effective as of Nov. 20, 2015.

The Chapter 11 trustee relates that it is in the best interests of
the estates to retain Emmet as his special appellate counsel with
respect to the appeal of the appealed orders.

On June 8, 2015, the trustee, creditors Kriti Ripley, LLC, and
Ashley River Properties II, LLC, filed a motion for order approving
marketing, bidding and sale procedures in connection with Joint
Plan of Liquidation.  On July 14, 2015, the Court entered the order
approving marketing, bidding and auction procedures.  On Oct. 9,
2015, the trustee and the creditors filed the First Amended Joint
Plan of Liquidation.  On Nov. 6, 2015, the Court entered the (a)
memorandum opinion overruling disclosure statement and confirmation
objections; and (b) the order confirming First Amended Plan of
Liquidation.  On Nov. 20, 2015, The Gayla Longman Family
Irrevocable Trust filed a notice of appeal of the appealed orders.


The trustee relates notes that pursuant to the Plan, Kriti is
responsible for the payment of the Allowed Administrative Expenses
in the case, including the allowed fees of the trustee.
Accordingly, Kriti has agreed to be fully responsible for the fees
and expenses of Emmet, and the estate will have no responsibility
for Emmet's fees and expenses.

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

The Chapter 11 trustee may be reached at:

         Ian Gazes, Esq.
         GAZES LLC
         151 Hudson Street
         New York, NY 10013
         Tel: (212) 765-9000
         Fax: (212) 765-9675
         Email: ian@gazesllc.com

                   About Emerald Investments

Ashley River Consulting, LLC and Emerald Investments, LLC are
limited liability companies. Emerald is wholly owned by the Longman
Trust. ARC is 80% owned by Emerald.  20% of ARC is owned by David
A. Thomas ("Thomas"), who is the manager of each of the Debtors.
Stuart Longman ("Longman") is the principal of each of the Debtors
and is the trustee of the Longman Trust.

Kriti Ripley, LLC and Emerald formed Ashley River Properties II,
LLC ("ARP II") in 2003 for the purpose of developing a marina and
condominiums (the "Marina Property") on a parcel of property in
Charleston, South Carolina.  Under the operating agreement, Emerald
made in-kind contributions, including the Marina Property, in
exchange for its 70% membership interest (the "Emerald Membership
Interest"), and Kriti contributed $1.25 million in cash in exchange
for the remaining 30% membership interest.

Ashley River Consulting, LLC and Emerald Investments, LLC sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-13406 and
14-13407) in Manhattan on Dec. 15, 2014.  The cases are assigned to
Judge Martin Glenn.

Norwalk, Connecticut-based Emerald Investments estimated $10
million to $50 million in assets and less than $10 million in
debt.  

The Debtors tapped David Y. Wolnerman, Esq., at White &
Wolnerman, PLLC, in New York, as counsel.

On March 18, 2015, the Court approved the appointment of Ian J.
Gazes as chapter 11 Trustee.  The Trustee tapped his own firm Gazes
LLC as attorneys.

No statutory committee has been appointed in these chapter 11
cases.

Ian J. Gazes, the Chapter 11 trustee of Ashley River Consulting,
LLC and Emerald Investments, LLC, notified parties-in-interest that
the effective date of the Debtors' liquidating plan occurred Jan.
22, 2016.  On Oct. 9, 2015, Kriti Ripley, LLC, Ashley River
Properties II, LLC, and the Chapter 11 Trustee filed a First
Amended Joint Plan of Liquidation of the Debtors.  The Plan
contemplated an 11 U.S.C. Sec. 363 sale process in order to pay
off:Kriti's $1,687,023 claim, general unsecured claims, and  equity
holders.


ENERGY FUTURE: Posts $5.34 Billion Net Loss in 2015
---------------------------------------------------
Energy Future Holdings Corp. delivered to the Securities and
Exchange Commission its Annual Report on Form 10-K for the fiscal
year ended December 31, 2015.

The Company reported a Net loss of $5.342 billion in 2015, from
$6.406 billion in 2014 and $2.325 billion in 2013.

Operating revenues were slightly down to $5.370 billion in 2015,
from $5.978 billion in 2014 and $5.899 billion in 2013.

At Dec. 31, 2015, total assets were $23.330 billion against total
liabilities of $48.391 billion and total deficit of $25.061
billion.

In December 2015, the Bankruptcy Court for the District of Delaware
entered an order confirming the Debtors' Sixth Amended Joint Plan
of Reorganization, as amended.  The effectiveness of the Plan and
the Debtors' emergence from the Chapter 11 Cases remain pending.

Energy Future Intermediate Holding Company LLC, a direct, wholly
owned subsidiary of EFH Corp. and the direct parent of Oncor
Holdings; and EFIH Finance Inc., a direct, wholly owned subsidiary
of EFIH, formed for the sole purpose of serving as co-issuer with
EFIH of certain debt securities -- the EFIH Debtors -- are engaged
in litigation regarding whether holders of its outstanding notes
are entitled to receive a make-whole or redemption premium in
connection with the repayment of the notes, including pursuant to a
Chapter 11 plan of reorganization. As of December 31, 2015, the
total aggregate amount of make-whole or redemption premiums that
would be owed if such alleged claims were allowed claims would be
approximately $946 million (of which $432 million relates to the
EFIH First Lien Notes, $401 million relates to the EFIH Second Lien
Notes and $113 million relates to the EFIH PIK Notes). The EFIH
Debtors have received orders from the Bankruptcy Court disallowing
those claims, but these orders are subject to, and are in the
process of, being appealed by holders of those claims.

EFH Corp. said it may become engaged in litigation or similar
adversarial proceedings regarding whether holders of its
outstanding notes are entitled to receive a make-whole or
redemption premium in connection with the repayment of such notes
if the Plan of Reorganization does not become effective. As of
December 31, 2015, the total aggregate amount of make-whole or
redemption premiums that would be owed if such alleged claims were
allowed would be approximately $208 million.

EFH Corp. disclosed that the Debtors have received approximately
41,300 filed claims since the bankruptcy filing date, including
approximately 30,900 in filed asbestos claims. Most of the asbestos
claims were received at or near the bar date and the Company is
actively validating, reconciling and reviewing those claims.

"For all of the claims, we are in the process of reconciling those
claims to the amounts listed in our schedules of assets and
liabilities, which includes communications with claimants to
acquire additional information required for reconciliation. As of
February 29, 2016, approximately 5,500 of those claims have been
settled, withdrawn or expunged. To the extent claims are reconciled
and resolved, we have recorded them at the expected allowed amount.
Certain claims filed or reflected in our schedules of assets and
liabilities will be resolved on the effective date of the Plan of
Reorganization, including certain claims filed by holders of funded
debt and contract counterparties. Claims that remain unresolved or
unreconciled through the filing of this report have been estimated
based upon management's best estimate of the likely claim amounts
that the Bankruptcy Court will ultimately allow," the Company
said.

According to EFH Corp., the Debtors in November 2014 began the
process to request the Bankruptcy Court to disallow claims that the
Debtors believe are duplicative, have been later amended or
superseded, are without merit, are overstated or should be
disallowed for other reasons.

In November 2015, Luminant entered into a purchase and sale
agreement with La Frontera Ventures, LLC, a subsidiary of NextEra
Energy, Inc., to purchase all of the membership interests in La
Frontera Holdings, LLC, the indirect owner of two natural gas
fueled generation facilities totaling 2,988 MW of capacity located
in Electric Reliability Council of Texas, Inc. (ERCOT), the
independent system operator and the regional coordinator of various
electricity systems within Texas.  The aggregate purchase price
under the agreement is approximately $1.313 billion plus
approximately $276 million for cash and net working capital,
subject to customary adjustments based on the amounts of cash and
net working capital at closing. The existing project financing of
La Frontera Holdings, LLC and its subsidiaries will be repaid at
closing of the transaction. The purchase price is expected to be
funded by cash-on-hand and borrowings under the TCEH's $3.375
billion debtor-in-possession financing facility approved by the
Bankruptcy Court in June 2014.  The purchase and sale agreement
contains customary closing conditions for transactions of this
type. The only remaining regulatory approval necessary to complete
the acquisition is approval by the Public Utility Commission of
Texas.

A copy of the Annual Report is available at http://is.gd/6pgfwy

                       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.


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

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

The following summarizes the rating actions.

Issuer: EP Energy LLC

Ratings Downgraded:

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

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

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

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

    Ba2 (LGD3), on review for downgrade

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

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

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

Ratings Lowered:

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

Outlook action:

-- Outlook -- Negative

RATINGS RATIONALE

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

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

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

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


EPWORTH VILLA: Court Enters Final Decree Closing Ch 11 Case
-----------------------------------------------------------
The Hon. Tom R. Cornish of the U.S. Bankruptcy Court for the
Western District of Oklahoma entered a final decree closing the
Chapter 11 bankruptcy case of Central Oklahoma United Methodist
Retirement Facility, Inc., dba Epworth Villa.

The Debtor filed a motion for entry of final decree on Jan. 21,
2016, to which no objection or response was received.

The Debtor has fully administered and substantially consummated the
confirmed Second Modified Plan of Reorganization (With Technical
and Clarifying Revisions, Dated Oct. 29 and Dec. 8, 2015).

The docket maintained in the case reflects the absence of any
pending motion, adversary proceeding, contested matter or appeal,
other than the motion.

As reported by the Troubled Company Reporter on Jan. 4, 2016, Judge
Tom R. Cornish on Dec. 16, 2015, entered an order confirming
the Debtor's Plan.  A copy of the Dec. 16, 2015 confirmation order,
with the Plan is available for free at:

    http://bankrupt.com/misc/Epworth_Villa_585_Plan_Order.pdf

              About Central Oklahoma United Methodist

Formed in 1986 and affiliated with the Oklahoma Conference of the
United Methodist Church, Central Oklahoma United Methodist
Retirement Facility, Inc., is a not-for-profit corporation that
owns Epworth Villa, a continuing care retirement community for
persons age 62 and older, located at 14901 N. Pennsylvania Avenue,
Oklahoma City, Oklahoma.  Presently, Epworth Villa includes 264
independent living units (cottages and apartment homes), 118
assisted living units with maximum capacity of 130 beds, and 87
nursing care beds.  The corporation's sole member is Epworth
Living, Inc.

Epworth Villa is currently undergoing a renovation and expansion
project that is projected to be completed in early Summer of 2015.
The construction, renovation and expansion of its facilities are
financed through revenue bonds under the bond indenture from the
Oklahoma County Finance Authority to BancFirst, as indenture
trustee.  Those obligations, in the aggregate principal Petition
Date amount of $87,835,000, are secured by a mortgage and security
interest in the Facility and other assets of Epworth Villa's
estate.

Epworth Villa sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18, 2014.

The Chapter 11 case has been reassigned to Judge Tom R. Cornish,
according to an April 15, 2015 order.

The Debtor tapped Gable & Gotwals, P.C., in Oklahoma City,
Oklahoma, as general bankruptcy counsel.

In amended schedules, the Debtor disclosed total assets of
$117,659,919 and total liabilities of $108,037,034 as of the
Chapter 11 filing.

On Aug. 13, 2014, the Office of the United States Trustee appointed
E. Marissa Lane as the Patient Care Ombudsman in this case.


FANNIE MAE & FREDDIE MAC: Josh Angel Threatens to Sue Directors
---------------------------------------------------------------
Joshua J. Angel, Esq., at Herrick, Feinstein LLP, delivered letters
this week to the directors for Fannie Mae and Freddie Mac.
Full-text copies of the letters are available at
http://gselinks.com/pdf/Perfidy_Part_3.pdfat no charge.  Mr. Angel
shared copied of his "Government Perfidy and Mismanagement of the
GSEs in Conservatorship" paper released last month that concludes
the U.S. government's implicit guarantee of the GSEs' preferred
stock was always there and still is.  

"I have engaged counsel to commence suit against you and the
Company for class redress for breach of fiduciary duty and breach
of contract," Mr. Angel tells the duopoly's directors.  "However,
before directing counsel to proceed I am writing to you in the hope
that litigation can be avoided by your accepting my urging to to
seek and obtain clarification from outside counsel regarding your
duties and liabilites. . . ."  Mr. Angel asks the directors to
respond by Mar. 10, 2016.  

Troubled Company Reporter editors had the opportunity and privilege
to speak with Mr. Angel this week.  Mr. Angel is hopeful the GSEs'
directors will come to their senses; thinks the GSEs' directors
will exercise their fiduciary duties under applicable state law and
obviate the need for protracted litigation; and is optimistic that
Mel Watt at the Federal Housing Finance Administration will help
guide the GSE's directors down that path.


FLOUR CITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Flour City Bagels, LLC
        585 Moseley Road
        Fairport, NY 14450

Case No.: 16-20213

Type of Business: Bakeries operator

Chapter 11 Petition Date: March 2, 2016

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

Judge: Hon. Paul R. Warren

Debtor's Counsel: Stephen A. Donato, Esq.
                  Camille W. Hill, Esq.
                  BOND, SCHOENECK & KING, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202-1355
                  Tel: (315) 218-8336
                  E-mail: sdonato@bsk.com
                          chill@bsk.com

                     - and -

                  Harry W. Greenfield, Esq.
                  Jeffrey Toole, Esq.
                  Heather E. Heberlein, Esq.
                  BUCKLEY KING
                  1400 Fifth Third Center
                  600 Superior Avenue, E.
                  Cleveland, Ohio 44114
                  Tel: (216) 363-1400
                  Fax: (216) 579-1020
                  E-mail: greenfield@buckleyking.com
                          toole@buckleyking.com
                          heberlein@buckleyking.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Kevin Coyne, manager.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
2600 Elmwood Avenue LLC              Store Lease        $179,508
259 Alexander St.
Rochester, NY 14607
Kenneth Glazer
kglazer@bckprop.com
Tel: 585-287-5843

683 PVR LLC                          Store Lease         $31,000
683 Pittsford-Victor Rd.
Pittsford, NY 14534
John Barholf
john.bartholf@gmail.
com

Bonadio & Co LLP                  Professional Fees      $41,280
171 Sullys Trail
Suite 201
Pittsford, NY 14534
Jeff Wexler
jwexler@cbonadio.c
om
585-381-1000

Brueggers Enterprises Inc.         Franchise Fees       $774,028
12201 Merit Dr
Suite 900
Dallas, TX 75251
Paul Carolan
pcarolan@bruegger
s.com
Tel: 800-237-3170


CNL APF Partners, LP-Atlanta         Store Lease        $110,831
Lyena Hale
lyena.hale@ge.com
Tel: 480-563-6282

Colonie Mechanical Contractor Inc.     Services          $76,860

David L. Gandell MD                  Store Lease         $32,752
dg@doctor.com

Erie Boulevard LLC                   Store Lease        $303,317
PO Box 808
Shelburne, VT
Tel: 05482-0808
Reg Gignoux
reg.gignoux@splitrocknet.com

Excellus Bluecross Blueshield      Employee Health       $49,050
                                     benefits

Flower City Produce Inc.             Trade Debt          $28,208
Sam Lentine, Sr.
fcpsam@rochester.r
r.com
Tel: 585-423-0994

Johnston Paper Company               Trade Debt          $56,298
Monte Palombo
monte.palombo@joh
nston.biz
Tel: 800-800-7123

Monroe Clover Plaza LLC             Store Lease          $37,639
Kenneth Glazer
kglazer@buckprop.c
om
Tel: 585-287-5843

Reman International Inc.             Services            $37,750   
   
121 Sullys Trail
Suite 8
Pittsford, NY 14450
Neil Sherman
nsherman@theadva ntagegroup.com
Tel: 585-259-6353

Royal Cup Inc.                      Trade Debt           $35,590
Tom Jordan
tjordan@royalcupcof
fee.com
205-271-6030

Triple O Mechanical Inc.             Services            $94,837
Luke Giannone
lgiannone@triple-o.n
et
585-271-1280

University Business Center          Store Lease          $44,187
Kenneth Glazer
kglazer@buckprop.c
om
Tel: 585-281-5843

US Foods, Inc.                      Trade Debt           $29,293
Joyce Barnett
joyce.barnett@usfoods.com
Tel: 847-720-8114

Van Hook Services Co. Inc.           Services            $67,174

Wegmans Food Markets Inc.           Store Lease          $44,518
Ralph A. Uttaro
ralph.uttaro@wegmans.com
Tel: 585-464-4754

Woods Oviatt Gilman LLP           Professional Fees      $89,330
Anthony Cotroneo
acotroneo@woodsoviatt.com
Tel: 585-987-2800


FLOUR CITY: Files for Chapter 11 as Landlords Seek Eviction
-----------------------------------------------------------
Flour City Bagels, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2,
2016, estimating both assets and debts in the range of $10 million
to $50 million.  Kevin Coyne signed the petition as manager.

The Debtor said it anticipates pursuing a two-prong approach to its
Chapter 11 case.  First, the Debtor intends to begin marketing its
business for sale as a going concern.  If marketing efforts fail,
the Debtor expects to submit a stand-alone Chapter 11 plan of
reorganization that would provide for a restructuring of its debts,
distribution to holders of allowed claims, and other appropriate
matters.

Headquartered in Fairport, New York, the Debtor operates 32
bakeries that serve "New York Style" bagels, coffee, drinks, soups,
salads, sandwiches, fresh fruit, and a variety of other related
items.  In 1993, the Debtor opened its commissary in Rochester, at
which it produces bagels for sale at all of its 32 bakeries.  The
Debtor employs 425 people.

In papers filed with the Court, Mr. Coyne said the Debtor was in
arrears in its obligations to various landlords, trade ventors and
the New York State Department of Taxation for unpaid sales taxes
(approximately $1 million).  Certain landlords have initiated
eviction proceedings, with eviction hearings set for March 7 and
8.

"The loss of the commissary would have a devastating impact on the
operations and enterprise value of the Debtor," Mr. Coyne
maintained.  "There have been discussions with the landlords, but
there is no resolution at this time," he continued.

Court papers indicate that the Debtor had defaulted on its
obligations to United Capital Business Lending, Inc. and Canal
Mezzanine Partners II, LP, its prepetiton secured lenders.  The
Debtor owes United Capital $5.25 million as of the Petition Date
and Canal $4.50 million as of Feb. 29, 2016, Court papers say.

Flour City is also a defendant in a tragic personal injury case
arising out of an accident which occurred in May 2015 in the case
captioned Karina Nicolakis v. Ryder Truck Rental, Inc., et al.,
Case No. 24208/15 E.

Moreover, the Debtor's franchisor, Bruegger's Franchise
Corporation, had refused to further extend certain franchise
agreements beyond Oct. 31, 2015, Court papers show.

Concurrently with the filing of the Chapter 11 case, the Debtor
filed a number of "first day" motions seeking authority to, among
other things, use cash collateral, pay employee compensation,
maintain existing bank accounts, pay prepetition taxes and
regulatory fees.  A full-text copy of the declaration in support of
the First Day Motions is available for free at:

       http://bankrupt.com/misc/11_FLOUR_Declaration.pdf

Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's
counsel.  

Judge Paul R. Warren has been assigned the case.


FOREST PARK FORTH WORTH: Arent Fox Tapped as Panel's Co-Counsel
---------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of Forest Park Medical Center at Fort Worth, LLC,
seeks to retain as its bankruptcy co-counsel:

     Robert M. Hirsh, Esq.
     George P. Angelich, Esq.
     ARENT FOX LLP
     1675 Broadway
     New York, NY 10019
     Telephone: (212) 484-3900
     Facsimile: (212) 484-3990
     E-mail: Robert.hirsh@arentfox.com
             George.angelich@arentfox.com

Arent Fox has agreed to charge at what is known as its "Guideline
Rates."  These hourly rates represent a discount of approximately
10% from the Firm's regular "National Rates."  The following are
Arent Fox's current hourly Guideline Rates for work of this
nature:

     (a) Partners: $590 - $965
     (b) Of Counsel: $470 - $940
     (c) Associates: $330 - $615
     (d) Paraprofessionals: $180 - $335

Arent Fox will also seek reimbursement of its expenses.

Mr. Hirsh attest that (i) Arent Fox does not hold or represent any
interest adverse to the Committee with respect to the matters for
which it is being retained; (ii) Arent Fox is a "disinterested
person" as that phrase is defined in section 101(14) of the
Bankruptcy Code (as modified by section 1103(b) of the Bankruptcy
Code); (iii) neither Arent Fox nor its professionals have any
connection with the Debtor, its estate, or creditors; and (iv)
Arent Fox's employment is necessary and in the best interest of the
Debtor's estate, its creditors and other parties in interest.

Mr. Hirsh notes that Arent Fox has represented and continues to
represent the Official Committee of Unsecured Creditors in the
Forest Park Medical Center at Frisco, LLC chapter 11 Bankruptcy
pending in the United States Bankruptcy Case for the Eastern
District of Texas [Case No. 15-41684-BTR].  Arent Fox will not
represent the Frisco Committee in these proceedings. Arent Fox has
disclosed its relationship with the Frisco Committee to the
Committee in this case. Prior to being retained by the Committee,
Arent Fox had a general discussion of the case with the Frisco
Committee.

                     About Forest Park Medical

Forest Park Medical Center at Fort Worth, LLC is a doctor-owned
Texas limited liability company that owns and operates the Forest
Park Medical Center, a state of the art medical facility, including
private rooms, family suites and intensive care rooms located in
West Fort Worth, Texas.  The hospital employs 175 persons on a
full-time or part-time basis.  The hospital offers a broad range of
surgical services.

Forest Park Medical Center at Fort Worth filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft.
Worth, Texas, on Jan. 10, 2016.  Judge Russell F. Nelms presides
over the case.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.

J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, serve as the Debtor's Chapter 11 counsel.  Ronald
Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves
as the Debtor's CRO.  The Debtor tapped SSG Advisors, LLC and
Chiron Financial Group, Inc. as co-investment bankers.

Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the
Debtor's hospital in Forth Worth.  Vibrant is the manager of the
hospital operations of Debtor, and FPMC Services employs the
employees at Debtor's hospital and those dedicated to servicing the
hospital's "back office" operations.  They are represented by
William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert
M. Millimet, Esq., at Brewer, Attorneys & Counselors.

An Official Committee of Unsecured Creditors has been appointed in
this case by the United States Trustee, and is represented by Cole
Schotz PC and Arent Fox, LLP lawyers.  The Committee consists of
(i) Pro Silver Star Limited; (ii) Summit Spine, LLC; and (iii)
Vintage Medical, LLC. The Committee selected Pro Silver to serve as
Committee Chairperson.


FOREST PARK FORTH WORTH: Files Schedules of Assets and Liabilities
------------------------------------------------------------------
Forest Park Medical Center at Fort Worth, LLC, delivered to the
U.S. Bankruptcy Court for the Northern District of Texas its
schedules of assets and liabilities, and statement of financial
affairs.  Preshie Wilson, the Debtor's Chief Financial Officer,
signed the Statement and Schedules.

E Z Mailing Services, Inc. filed with the U.S. Bankruptcy Court for
the District of New Jersey its schedules of assets and liabilities,
disclosing:

     Schedule A/B: Assets-Real and Personal Property

          1a. Real property:                          $778,638.93

          1b. Total personal property:             $36,919,941.56
                                                -----------------
          1c. Total of all property:               $37,698,580.49

     Summary of Liabilities

          Schedule D: Creditors Who Have Claims
            Secured by Property                    $41,194,433.00

          Schedule E/F: Creditors Who Have
            Unsecured Claims

              3a. Total claim amounts of  
                  priority unsecured claims                 $0.00

              3b. Total amount of claims of
                  nonpriority amount of
                  unsecured claims                 $18,638,573.11
                                                -----------------
          Total liabilities                        $59,833,006.11

The bulk of the Debtor's personal property assets are machinery,
equipment and vehicles, valued at $23,094,782.

A copy of the Schedules is available at no extra charge at:

          http://bankrupt.com/misc/ForestParkMedical_124_SAL.pdf

                     About Forest Park Medical

Forest Park Medical Center at Fort Worth, LLC is a doctor-owned
Texas limited liability company that owns and operates the Forest
Park Medical Center, a state of the art medical facility, including
private rooms, family suites and intensive care rooms located in
West Fort Worth, Texas.  The hospital employs 175 persons on a
full-time or part-time basis.  The hospital offers a broad range of
surgical services.

Forest Park Medical Center at Fort Worth filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft.
Worth, Texas, on Jan. 10, 2016.  Judge Russell F. Nelms presides
over the case.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.

J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, serve as the Debtor's Chapter 11 counsel.  Ronald
Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves
as the Debtor's CRO.  The Debtor tapped SSG Advisors, LLC and
Chiron Financial Group, Inc. as co-investment bankers.

Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the
Debtor's hospital in Forth Worth.  Vibrant is the manager of the
hospital operations of Debtor, and FPMC Services employs the
employees at Debtor's hospital and those dedicated to servicing the
hospital's "back office" operations.  They are represented by
William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert
M. Millimet, Esq., at Brewer, Attorneys & Counselors.

An Official Committee of Unsecured Creditors has been appointed in
this case by the United States Trustee, and is represented by Cole
Schotz PC and Arent Fox, LLP lawyers.  CohnReznick serves as the
panel's financial advisors.  The Committee consists of (i) Pro
Silver Star Limited; (ii) Summit Spine, LLC; and (iii) Vintage
Medical, LLC. The Committee selected Pro Silver to serve as
Committee Chairperson.


FOREST PARK FORTH WORTH: Panel Hires CohnReznick as Fin'l Advisors
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of Forest Park Medical Center at Fort Worth, LLC,
seeks authority to retain CohnReznick LLP as its financial
advisors.

CohnReznick's tasks include:

     a) Review the reasonableness of the cash collateral/DIP
        arrangements as to cost to the Debtor and the likelihood
        that the Debtor will be able to comply with the terms of
        the Order.

     b) At the request of Committee's counsel, analyze and review
        key motions to identify strategic financial issues in the
        case;

     c) Gain an understanding of the Debtor's corporate
        structure, including non-Debtor entities;

     d) Perform a preliminary assessment of the Debtor's short-
        term budgets;

     e) Establish reporting procedures that will allow for the
        monitoring of the Debtor's post-petition operations and
        sales efforts;

     f) Develop and evaluate alternative sale strategies;

     g) Scrutinize proposed transactions, including the
        assumption and/or rejection of executory contracts;

     h) Identify, analyze and investigate transactions with non-
        debtor entities and other related parties;

     i) Monitor Debtor's weekly operating results;

     j) Monitor Debtor's budget to actual results on an ongoing
        basis for reasonableness and cost control;

     k) Communicate findings to the Committee;

     l) Perform forensic accounting procedures, as directed by
        the Committee and Counsel;

     m) Investigate and analyze all potential avoidance action
        claims;

     n) Prepare preliminary dividend analyses to determine the
        potential return to unsecured creditors;

     o) Monitor the sales process (including evaluating asset
        purchase agreements submitted) and supplement the lists
        of potential buyers;

     p) Assist the Committee and its counsel in negotiating the
        key terms of a plan of reorganization or plan of
        liquidation; and,

     q) Render assistance as the Committee and its counsel may
        deem necessary.

CohnReznick's billing rates for the accounting and financial
advisory services of the nature to be rendered to the Committee
are:

     Professional                      Hourly Rate
     ------------                      -----------
     Partner/Senior Partner            $610 - $815
     Manager/Senior Manager/Director   $450 - $640
     Other Professional Staff          $300- $440
     Paraprofessional                  $195

Clifford A. Zucker, a Partner of CohnReznick LLP, attests that his
firm neither represents nor holds any interest adverse to the
estate in the matter in which it is to be engaged as financial
advisors.

Mr. Zucker says CohnReznick did not receive a retainer with respect
to its proposed representation of the Committee.

In a Declaration filed with the Court, Mr. Zucker adds,
"CohnReznick intends to make reasonable effort to comply with the
U.S. Trustee's requests for information and additional disclosures
as set forth in the UST Guidelines in connection with the
Application and any interim and final fee applications to be filed
in this case. The disclosures made herein are based exclusively on
the facts and circumstances of the Chapter 11 Case and CohnReznick
reserves the right to object to such requirements, or any other
requirements contained in the UST Guidelines in future cases should
it determine that it is appropriate to do so."

Mr. Zucker also discloses that the firm may represent certain
parties-in-interest in matters unrelated to the Debtor's case:

     Entity                       Relationship with Debtor     
     ------                       ------------------------
     Forest Park Medical Center   Possible related entity
     at Frisco, LLC

          CohnReznick currently serves as financial advisor to
          the Official Committee of Unsecured Creditors in that
          case in the U.S. Bankruptcy Court, Eastern District of
          Texas, Sherman Division.

     Medline Industries, Inc.     Creditor

          CohnReznick currently serves as financial advisor to
          the Official Committee of Unsecured Creditors of
          Forest Park Medical Center at Frisco, LLC "FPMC
          Frisco".  Medline is a committee member in the FPMC
          Frisco case.

     Medline Industries, Inc.     Creditor

          CohnReznick currently serves as financial advisor to
          the Official Committee of Unsecured Creditors in
          re: Saint Michael's Medical Center, Inc., et al.,
          U.S. Bankruptcy Court for the District of New Jersey,
          Case No. 15-24999-VFP. Medline Industries is a
          committee member in the Saint Michael's case.

     Medline Industries, Inc.     Creditor

          CohnReznick currently serves as financial advisor to
          the Debtor in re: Coyne International Enterprises
          Corp., U.S. Bankruptcy Court, Northern District of New
          York, Case No. 15-31160-5-mcr. Medline Industries is
          a creditor in the Coyne case.

     Medline Industries, Inc.     Creditor

          CohnReznick has in the past represented other Creditor
          Committees in cases where Medline has been a creditor
          or member of the Committee.

     Pro Silver Star Limited      Top 20 Creditor and Committee
                                  member

          CohnReznick currently serves as financial advisor to
          the Official Committee of Unsecured Creditors in
          Forest Park Medical Center at Frisco, LLC, U.S.
          Bankruptcy Court, Eastern Division of Texas, Sherman
          Division; Pro Silver Star Limited is also a committee
          member in that case.

     Pro Silver Star Limited      Top 20 Creditor and Committee
                                  member

          CohnReznick provides tax compliance and accounting
          services for this entity. Fees from these services are
          less than 1% of CohnReznick's annual revenues for the
          current fiscal year.

     Inpatient Physician
     Assoc. PLLC                  Top 20 Creditor

          CohnReznick currently serves as financial advisor to
          the Official Committee of Unsecured Creditors in
          Forest Park Medical Center at Frisco, LLC, U.S.
          Bankruptcy Court, Eastern Division of Texas, Sherman
          Division; Inpatient Physician Assoc. PLLC is a
          Top 20 Creditor in that case.

     Cardinal Health              Contract party

          CohnReznick serves as financial advisor to the Creditor
          Committee of Saint Michael's Medical Center, on which
          Cardinal Health serves as member.  CohnReznick also has
          represented other Creditor Committees in the past in
          cases where Cardinal Health was a creditor or member of
          the Committee.

     Baxter Healthcare Corp       Contract party

          CohnReznick served as financial advisors to Creditor
          Committees on which Baxter Healthcare Corporation was a
          creditor or member of the Committee.

     ConMed Linvatec              Contract party

          CohnReznick has provided valuation advisory services to
          ConMed Linvatec in matters unrelated to this case.

     Verizon                      Contract party

          CohnReznick provides organizational and operational
          consulting services to Verizon Wireless, a possible
          related entity, in matters unrelated to this case.

     United Healthcare Insurance
     Company                      Payor

          CohnReznick has provided forensic accounting services
          to United Healthcare in matters unrelated to this case.

     AT&T                         Contract party

          CohnReznick has provided forensic accounting services
          to AT&T in matters unrelated to this case.

The firm may be reached at:

          Clifford A. Zucker CPA
          Partner
          CohnReznick
          333 Thornall Street
          Edison, NJ  08837
          Tel: (732) 635-3107
          E-mail: clifford.zucker@cohnreznick.com

                     About Forest Park Medical

Forest Park Medical Center at Fort Worth, LLC is a doctor-owned
Texas limited liability company that owns and operates the Forest
Park Medical Center, a state of the art medical facility, including
private rooms, family suites and intensive care rooms located in
West Fort Worth, Texas.  The hospital employs 175 persons on a
full-time or part-time basis.  The hospital offers a broad range of
surgical services.

Forest Park Medical Center at Fort Worth filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft.
Worth, Texas, on Jan. 10, 2016.  Judge Russell F. Nelms presides
over the case.

The Debtor estimated assets of $10 million to $50 million and debt
of $50 million to $100 million.

J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, serve as the Debtor's Chapter 11 counsel.  Ronald
Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves
as the Debtor's CRO.  The Debtor tapped SSG Advisors, LLC and
Chiron Financial Group, Inc. as co-investment bankers.

Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the
Debtor's hospital in Forth Worth.  Vibrant is the manager of the
hospital operations of Debtor, and FPMC Services employs the
employees at Debtor's hospital and those dedicated to servicing the
hospital's "back office" operations.  They are represented by
William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert
M. Millimet, Esq., at Brewer, Attorneys & Counselors.

An Official Committee of Unsecured Creditors has been appointed in
this case by the United States Trustee, and is represented by Cole
Schotz PC and Arent Fox, LLP lawyers.  The Committee consists of
(i) Pro Silver Star Limited; (ii) Summit Spine, LLC; and (iii)
Vintage Medical, LLC. The Committee selected Pro Silver to serve as
Committee Chairperson.


FOREST PARK SOUTHLAKE: US Trustee Names Susan Goodman as Ombudsman
------------------------------------------------------------------
William T. Neary, U.S. Trustee for Region 6, in accordance with the
order directing the appointment of a patient care ombudsman entered
on Feb. 19, 2016, appoints Susan N. Goodman, R.N., J.D., Mesch,
Clark & Rothschild P.C., as patient care ombudsman in the Chapter
11 case of Forest Park Medical Center at Southlake, LLC.

On Feb. 19, the Hon. Russell F. Nelms of the U.S. Bankruptcy Court
for the Northern District of Texas entered an order directing the
appointment of the ombudsman.  The appointment met no objections.

If a sale closes after entry of a court order approving the sale of
a facility involved in this case, the ombudsman appointment is
terminated.

The patient care ombudsman will:

      1) monitor the quality of care provided to patients/clients
         of the Debtor to the extent necessary under the
         circumstances, including interviewing patients,
         physicians, and health care providers;

      2) report not later than 60 days after the date of her
         appointment, and not less frequently than at 60 day
         intervals thereafter, to the Court after notice to the
         parties in interest, at a hearing or in writing,
         regarding the quality of patient/client care at and by
         the Debtor;

      3) immediately notify the Court, the U.S. Trustee, and
         parties in interest by motion or written report, if she
         determines that the quality of patient/client care
         provided by the Debtor is not adequate, deteriorating, or

         is otherwise materially compromised;

      4) maintain any information obtained by the ombudsman under
         11 U.S.C. Section 333 that relates to the clients
         (including information related to the patient records) as
         confidential information.  To this end, the ombudsman
         may, without special notice to patients and in lieu
         of personal service: (a) notify patients of her
         appointment as patient care ombudsman by a conspicuous
         posting of a notice at the Debtor's patient care
         facility; and (b) post notice at the Debtor's patient
         care facility that a report will be made to the Court at
         least 14 days before making the report under 11 U.S.C.
         Section 333(b)(2), unless the report is being made
         pursuant to 11 U.S.C. 333(b)(3);

      5) carry out the responsibilities under the court order,
         provided, however, that she protects the confidentiality
         of the records as required under non-bankruptcy law and
         regulations, including but not limited to the Health
         Insurance Portability and Accountability Act of 1996, and

         any amendments or implementing regulations, and the
         Health Information Technology for Economic and Clinical
         Health Act, which was enacted as title XIII of division A

         and title IV of division B of the American Recovery and
         Reinvestment Act of 2009, and any amendments or
         implementing regulations, including the Final Omnibus
         Privacy Regulations in 45 C.F.R. Parts 160 and 164.

                        About Forest Park

Forest Park Medical Center at Southlake, LLC, filed a Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40273) on
Jan. 19, 2016.  Charles Nasem signed the petition as chief
executive officer.  The Debtor estimated both assets and
liabilities in the range of $10 million to $50 million.  Haynes and
Boone, LLP, represents the Debtor as counsel.  Judge Russell F.
Nelms has been assigned the case.


FOUNTAINS OF BOYNTON: Delays Filing of Schedules
------------------------------------------------
Fountains of Boynton Associates, Ltd. told the U.S. Bankruptcy
Court in West Palm Beach, Florida, that it may be able to file its
schedules of assets and liabilities, statement of financial
affairs, declarations and other documents by March 7, 2016.

Accordingly, the Debtor asks the Court to extend its filing
deadline.  Absent an extension, the schedules were due to be filed
February 19.  

The extension request was filed February 19.

"Counsel for the Debtor is preparing for a trial scheduled for
February 29 and March 1 in an unrelated case. Additionally, the
Debtor is in the process of providing remaining documents to its
counsel in order to complete the schedules of assets and
liabilities," the Debtor said in its extension request.

"No creditor or party in interest would suffer prejudice should the
Court grant the relief requested. Extending the deadlines
referenced above to March 7 will provide interested parties with
ten days' notice to review the Schedules prior to the March 17
meeting of creditors," the Debtor added.

Fountains of Boynton Associates, Ltd., based in Boynton Beach,
Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-11690) on February 5, 2016.  The Debtor considers
itself a "single asset real estate".  The Hon. Erik P. Kimball
oversees the case.  Bradley S Shraiberg, Esq., at Shraiberg,
Ferrara, & Landau, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $50 million to $100 million in both
assets and debts.  The petition was signed by John B. Kennelly,
manager.


FOUNTAINS OF BOYNTON: General Claims Bar Date Set for June 15
-------------------------------------------------------------
Fountains of Boynton Associates, Ltd., based in Boynton Beach,
Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-11690) on February 5, 2016.  The Debtor considers
itself a "single asset real estate".  

According to a Notice of Chapter 11 Bankruptcy Case:

     -- the deadline for all creditors to file a proof of claim
(except governmental units) is June 15, 2016; and

     -- the deadline for governmental units to file a proof of
claim is August 3, 2016.

The Hon. Erik P. Kimball oversees the case.  Bradley S Shraiberg,
Esq., at Shraiberg, Ferrara, & Landau, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $50 million to $100
million in both assets and debts.  The petition was signed by John
B. Kennelly, manager.


FOUNTAINS OF BOYNTON: Hiring Shraiberg Ferrara as Bankr. Counsel
----------------------------------------------------------------
Bankruptcy Court Erik P. Kimball gave his stamp of approval on the
request of Fountains of Boynton Associates, Ltd. to employ Bradley
Shraiberg, Esq. and Shraiberg, Ferrara & Landau, P.A. as general
bankruptcy counsel to the Debtor, Nunc Pro Tunc to February 5,
2016.

Judge Kimball entered an interim order and will hold a final
hearing to consider the Application.

The Interim Order provides that, "The Court will enter an order
approving retention of counsel on an interim basis until a final
hearing can be convened, at least twenty-one days post-petition,
after notice to all parties in interest and the United State
Trustee. All objections to the retention of counsel will be
preserved until the final hearing at which time the Court will
review any such objections de novo and determine the merits of the
Application.  This procedure complies with the requirements of Fed.
R. Bankr. P. 6003. It also ensures debtors in possession are
represented by counsel so that they may seek relief in this Court
during the first twenty-one days after commencement of the case and
until such time as a final hearing on the Application for
employment can be convened."

The Court was slated to conduct a final hearing on the Application
on March 3, 2016 at 2:00 p.m. at the United States Bankruptcy
Court, Flagler Waterview Building, 1515 N. Flagler Drive, 8th
floor, Courtroom B, West Palm Beach, Florida.

Shraiberg, Ferrara has agreed to render services to the bankruptcy
estate at these hourly rates:

     $125.00 for legal assistants and
     $300.00 to $500.00 for attorneys.

The hourly rate of Mr. Shraiberg is $500.00.

Prior to the filing of the case, Shraiberg, Ferrara received a
$41,717.00 retainer, which includes the filing fee of $1,717.00.
The retainer was provided by Boynton Waters Realty, Inc., a third
party Florida corporation of which John Kennelly is the president
and vice-president.  Mr. Kennelly is also the president and
vice-president of the Debtor.

Mr. Shraiberg attests that his firm does not represent any interest
adverse to the Debtor, its estate, or its creditors.  He notes,
however, that Mr. Kennelly is a managing member and/or individual
representative of the following limited liability companies:
Enclave at Hillsboro, LLC; Hillsboro Mile Properties, LLC;
Antipodean Properties, LLC; Remi Hillsboro, LLC; Kerekes Land Trust
Properties, LLC; Estates of Boynton Waters Properties, LLC; Enclave
at Boynton Waters Properties, LLC; and Lake Placid Waterfront
Properties, LLC.  The Companies have each filed voluntary petitions
for relief under chapter 11 of the Bankruptcy Code, and their
jointly-administered cases are pending in this Court (In re Enclave
at Hillsboro, LLC, et al., Lead Case No. 15-26155-EPK).

The firm may be reached at:

     Bradley S. Shraiberg, Esq.
     Patrick Dorsey, Esq.
     SHRAIBERG, FERRARA & LANDAU, P.A.
     2385 NW Executive Center Drive, #300
     Boca Raton, FL 33431
     Telephone: 561-443-0800
     Facsimile: 561-998-0047
     E-mail: bshraiberg@sfl-pa.com
             pdorsey@sfl-pa.com

Fountains of Boynton Associates, Ltd., based in Boynton Beach,
Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-11690) on February 5, 2016.  The Debtor considers
itself a "single asset real estate".  The Hon. Erik P. Kimball
oversees the case.  Bradley S Shraiberg, Esq., and Patrick Dorsey,
Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's
counsel.  In its petition, the Debtor estimated $50 million to $100
million in both assets and debts.  The petition was signed by John
B. Kennelly, manager.


FOUNTAINS OF BOYNTON: Sec. 341 Creditors' Meeting on March 17
-------------------------------------------------------------
A meeting of creditors under 11 U.S.C. Sec. 341 is scheduled for
March 17, 2016 at 10:30 a.m. in the Chapter 11 bankruptcy case of
Fountains of Boynton Associates, Ltd.  The meeting will be held
at:

     Flagler Waterview Bldg
     1515 N Flagler Dr Rm 870
     West Palm Beach, FL 33401

The debtor's representative must attend the meeting to be
questioned under oath.  Creditors may attend, but are not required
to do so.

The meeting may be continued or adjourned to a later date. If so,
the date will be on the court docket.

Fountains of Boynton Associates, Ltd., based in Boynton Beach,
Fla., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla.
Case No. 16-11690) on February 5, 2016.  The Debtor considers
itself a "single asset real estate".  The Hon. Erik P. Kimball
oversees the case.  Bradley S Shraiberg, Esq., at Shraiberg,
Ferrara, & Landau, serves as the Debtor's counsel.  In its
petition, the Debtor estimated $50 million to $100 million in both
assets and debts.  The petition was signed by John B. Kennelly,
manager.


FOUR OAKS: Sets Annual Shareholders Meeting for May 23
------------------------------------------------------
Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank &
Trust Company, announced that it will be holding its annual meeting
of shareholders on Monday, May 23, 2016.  Shareholders of record at
the close of business on Tuesday, March 22, 2016, will be entitled
to notice of and to vote at the Annual Meeting.

In accordance with Rule 14a-5(f) of the Securities Exchange Act of
1934, as amended, the Company has determined that, for director
nominations or other business to be brought before the Annual
Meeting by a shareholder (other than by submitting a proposal for
inclusion in the Company's proxy statement) to be considered
timely, written notice must be received by the Company at its
principal executive offices by the close of business on Friday,
March 18, 2016.  Shareholder nominations and other notices should
be directed to the attention of Ayden R. Lee, Jr., Four Oaks
Fincorp, Inc., P.O. Box 309, Four Oaks, North Carolina 27524.  Such
notice should set forth: (i) as to each matter the shareholder
proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting and the reasons
for conducting such business at the meeting; and (ii) the name and
record address of the shareholder, the class and number of shares
of our capital stock that are beneficially owned by the
shareholder, and any material interest of the shareholder in such
business.

With $691.2 million in total assets as of Dec. 31, 2015, the
Company, through its wholly-owned subsidiary, Four Oaks Bank &
Trust Company, offers a broad range of financial services through
its sixteen offices in Four Oaks, Clayton, Smithfield, Garner,
Benson, Fuquay-Varina, Wallace, Holly Springs, Harrells, Zebulon,
Dunn, Raleigh (LPO), Apex (LPO) and Southern Pines (LPO), North
Carolina.  Four Oaks Fincorp, Inc. trades through its market makers
under the symbol of FOFN.

                       About Four Oaks

Four Oaks Fincorp, Inc., through its wholly-owned subsidiary, Four
Oaks Bank & Trust Company, offers a broad range of financial
services through its sixteen offices in Four Oaks, Clayton,
Smithfield, Garner, Benson, Fuquay-Varina, Wallace, Holly Springs,
Harrells, Zebulon, Dunn, Raleigh (LPO), Apex (LPO) and Southern
Pines (LPO), North Carolina.  Four Oaks Fincorp, Inc. trades
through its market makers under the symbol of FOFN.

Four Oaks Fincorp reported a net loss of $4.18 million in 2014, a
net loss of $350,000 in 2013, a net loss of $6.96 million in 2012
and a net loss of $9.09 million in 2011.

As of Sept. 30, 2015, the Company had $714.50 million in total
assets, $654.28 million in total liabilities and $60.21 million in
total shareholders' equity.


FOX HILL REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Fox Hill Realty, LLC
        152 Gibson Hill Rd
        Chester, NY 10918

Case No.: 16-35358

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 3, 2016

Court: United States Bankruptcy Court
       Southern District of New York (Poughkeepsie)

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  E-mail: genmallaw@optonline.net

Total Assets: $1.05 million

Total Liabilities: $852,850

The petition was signed by Mozafar Rafizadeh, sole member.

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


FRAC SPECIALISTS: Creditors Opposes Further Use of Cash Collateral
------------------------------------------------------------------
The Official Committee of Unsecured Creditors and secured creditor,
Capital One, N.A., object to Frac Specialists, LLC's further use of
cash collateral until the Debtors can propose an alternative budget
that avoids the continued operating losses seen in prior months.

The Creditors does not oppose the modest continued use of cash
collateral for Debtors Cement Specialists, LLC, and Acid
Specialists, LLC, which appear to be operating cash flow
positively, or at least without a loss.  However, the Creditors are
concerned that with respect to the Debtor Frac since its current
and recent historic operating income does not justify a substantial
overhead burden.

The Creditors complain that during the nine-month administration of
these Chapter 11 cases, the Debtors have lost approximately
$8,729,011 through their operations without a confirmable plan that
has been proposed yet, and that the burn rate related to Debtor
Frac is still approximately $852,000 for the period February 15,
2016 through March 13, 2016.

While the Creditors will continue to communicate with the Debtors
and their representatives in an effort to consensually resolve this
matter, the Creditors argued that the overhead burden cannot be
justified under current circumstances and requests a hearing before
this Court to determine appropriate budget cuts.

The Official Unsecured Creditors' Committee is represented by:

     Mark E. Andrews, Esq.
     Aaron M. Kaufman, Esq.
     DYKEMA COX SMITH
     1717 Main Street, Suite 4200
     Dallas, Texas 75201
     Telephone: (214) 698-7800
     Facsimile: (214) 698-7899
     Email: mandrews@dykema.com
            akaufman@dykema.com

Capital One, N.A. is represented by:

     Charles L. Stinneford, Esq.
     GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
     1980 Post Oak Boulevard, Suite 1800
     Houston, Texas 77056
     Telephone:(713) 333-5500
     Facsimile: (713) 333-5501
     Email: cstinneford@gordonarata.com

     -- and --

     Fernand L. Laudumiey, IV, Esq.
     GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC
     201 St. Charles Ave., 40th Floor
     New Orleans, Louisiana 70170-4000
     Telephone: (504) 582-1111
     Facsimile: (504) 582-1121
     Email: flaudumiey@gordonarata.com

        About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin. Noble
Natural Resources, LLC, Javier Urias and Alex Hinojos collectively
own 100% of the membership interests in the Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.  

On May 27, 2015, the Court directed the joint administration of the
cases.  The Debtors disclosed $61,675,313 in assets and $57,982,488
in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.

The U.S. Trustee appointed five creditors to serve on an official
committee of unsecured creditors.  The Committee is represented by
Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox
Smith.


FRAC SPECIALISTS: Forshey May Seek Reimbursement of Appraiser Fees
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas in
Forth Worth approved an amended application filed by debtors Frac
Specialists, LLC, Cement Specialists, LLC, and Acid Specialists,
LLC, to employ Gordon Brothers Asset Advisors, LLC d/b/a Gordon
Brothers-Accuval as appraisers effective as of Oct. 13, 2015.

The Debtors have filed the amended application to retain GB-A at
the request of the United States Trustee to clarify that the
Debtors' counsel seeks bankruptcy court approval to engage GB-A on
the Debtors' behalf.

GB-A was engaged by Forshey & Prostok, LLP, the Debtors' bankruptcy
counsel, earlier in the case on the Debtors' behalf to appraise the
Debtors' machinery and equipment.  GB-A received a retainer from
F&P equal to 1/2 of the total fee ($8,750) in accordance with the
terms of the Engagement Letter. In addition, on November 2, 2015,
F&P paid GB-A $11,368.03 to obtain the release of the appraisal
report.  

The Court said, to the extent F&P wishes to receive reimbursement
from the Debtors' estates for the fees and expenses paid by F&P to
GB-A on the Debtors' behalf, F&P may request such reimbursement
through its own fee application.  F&P will not receive
reimbursement for the payment of GB-A's fees and expenses unless
and until such reimbursement is approved by the Court.

Edward P. Zimmer at Gordon Brothers Asset Advisors, attests that
his firm neither represents nor holds any interest adverse to the
Debtors or their estate as to the matters upon which it is to be
engaged and is disinterested under section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code, and as
required by section 327(a).

Mr. Zimmer is the Vice President of DJM Realty Services, LLC, an
affiliate of Gordon Brothers Asset Advisors, LLC.  He may be
reached at:

     Edward P. Zimmer
     DJM Realty
     100 Crossways Park Drive West, Suite 207
     Woodbury, NY 11797
     E-mail: ezimmer@djmrealestate.com

                 About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.  

On May 27, 2015, the Court directed the joint administration of
the cases.  The Debtors disclosed $61,675,313 in assets and
$57,982,488 in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.

The U.S. Trustee appointed five creditors to serve on an
official committee of unsecured creditors.  The Committee is
represented by Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq.,
at Dykema Cox Smith.


FRAC SPECIALISTS: Forshey Paid for CBRE's Retainer
--------------------------------------------------
Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, have filed with the U.S. Bankruptcy Court for the
Northern District of Texas in Forth Worth a first amended
application to employ CBRE, Inc., as real estate appraiser.

The Debtors filed the amended application at the request of the
United States Trustee to clarify that the Debtors' counsel seeks
bankruptcy court approval to engage CBRE on the Debtors' behalf.

CBRE required immediate partial payment of its fees to begin
appraiser services for the Debtors, and those services were
necessary to permit the Debtors to timely propose a plan of
reorganization.  Accordingly, Forshey & Prostok, LLP, the Debtors'
bankruptcy counsel, determined to retain CBRe directly.

Terms of CBRE's engagement were first reported by the Troubled
Company Reporter on Nov. 30, 2015.  According to that report, CBRE
is to appraise three parcels of real property, namely:

   (i) 2066 S. Hwy. 084 BUS, Scurry Co., Snyder, Texas (22 acres);

  (ii) 3711 N. County Rd., 1150, Midland, Texas (28 acres; and

(iii) 4004 N. County Rd. 1150, Midland, Texas (11.59 acres).

CBRE's Kyle Redfearn has disclosed that CBRE has received a
retainer equal to 1/2 of the total fee ($7,500) from Forshey.

                 About Frac Specialists

Frac Specialists, LLC, Cement Specialists, LLC, and Acid
Specialists, LLC, are oilfield service providers serving the
exploration and production industry within the Permian Basin.
Noble Natural Resources, LLC, Javier Urias and Alex Hinojos
collectively own 100% of the membership interests in the
Companies.

The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Lead Case No. 15-41974), on May 17, 2015.  Larry P. Noble
signed the petitions as manager.  

On May 27, 2015, the Court directed the joint administration of
the cases.  The Debtors disclosed $61,675,313 in assets and
$57,982,488 in liabilities.

Judge Michael Lynn presides over the cases.  The Debtors tapped
Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey &
Prostok, LLP, as their counsel.

The U.S. Trustee appointed five creditors to serve on an
official committee of unsecured creditors.  The Committee is
represented by Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq.,
at Dykema Cox Smith.


FUTUREWORLD CORP: Inks Exchange Agreement with BLDW Shareholder
---------------------------------------------------------------
Shareholder of Building Turbines, Inc., which is a publicly filed
Nevada Company (BLDW), entered into a purchase and exchange
agreement with FutureWorld Corp., a Delaware Corporation and its
partially owned subsidiary HempTech Corp., to deliver to
FutureWorld, and HempTech Shareholders, certain share holdings of
Building Turbines, Inc. as an exchange for certain consideration.

According to a regulatory filing with the Securities and Exchange
Commission, consideration for the purchase and exchange agreement
will be as follows:

      a. A purchase price paid for by the issuance of 62,500,950
         shares of Common stock, par value $0.001, on the Closing
         Date (after recapitalization) to HempTech Corp
         shareholders.  All those common shares will be received
         of the BLDW common shares under the requisite restriction
         of Rule 144 of the Securities Act.

b. In return for those shares of BLDW as designated, the
         BLDW selling holder, John Graham, will receive, post-
         reverse division, an amount of common shares of the
         Corporation which will be equal to 9.9% of the total
         outstanding common shares of the Corporation after such
         reverse division occurs and the initial post-reverse
         issuance occurs.  The amount of shares to be initially
         issued shall for such 9.9% of the total outstanding
         common shares after the reverse division shall be
         6,187,594 common shares.

The Company has agreed, subject to certain exceptions with respect
to unsolicited proposals, not to initiate, facilitate, solicit,
encourage or accept any inquiries regarding, or the making of any
proposal or offer that constitutes, or could reasonably be expected
to result in, an "acquisition proposal" or engage in, continue or
otherwise participate in any discussions, communications or
negotiations regarding an acquisition proposal. The Company also
has agreed that its Board of Directors will not approve or
recommend, or publicly propose to approve or recommend, to the
Company's shareholders any acquisition proposal or approve,
authorize or permit or allow the Company to enter into any
agreement, arrangement or understanding with respect to any
acquisition proposal or enter into any agreement, arrangement or
understanding in principle requiring the Company to abandon,
terminate, or fail to consummate the transactions contemplated by,
or breach any of its obligations under, the Asset Purchase
Agreement.

The Company expects to close the transaction by mid-March 2016.
More information will be provided as to the completion of this
agreement when available.  This is the Company's third spin-off so
far and second in 2016.  The Company is expecting more to follow.

                   About Futureworld Corp.

Saint Petersburg, Florida-based FutureWorld Corp. (FWDG) is a
provider of technologies and solutions to the global cannabis
industry.  FutureWorld, together with its subsidiaries, is focused
on the identification, acquisition, development, and
commercialization of cannabis related products and services, like
industrial hemp.

For the year ended March 31, 2015, the Company reported a net loss
of $1.40 million compared to a net loss of $156,319 for the year
ended March 31, 2014.

As of Dec. 31, 2015, Futureworld had $35.27 million in total
assets, $1.68 million in total liabilities and $33.58 million in
total stockholders' equity.


GAMESTOP CORP: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Grapevine, Texas-based GameStop Corp. and revised
the outlook to negative from stable.

At the same time, S&P assigned a 'BB+' issue-level rating to the
company's proposed $400 million senior notes with a '4' recovery
rating.  The '4' recovery rating indicates S&P's expectation of
average recovery in the event of a payment default at the lower end
of the 30% to 50% range.  The company will use the proceeds from
the transaction for future acquisitions and general corporate
purposes, which may include dividends and share repurchases.

S&P also affirmed its 'BBB' issue-level rating on the company's
existing asset-backed lending (ABL) revolver and the 'BB+'
issue-level rating to the $350 million senior notes.  S&P revised
its recovery rating on the senior notes to '4' from '3'.  The '4'
recovery rating reflects S&P's expectations for average recovery in
the event of default at the lower end of the 30% to 50% range.

"GameStop participates in the highly competitive and fragmented
video game, consumer electronics, and wireless services industries
with a leading market position in its core pre-owned video game
business," said credit analyst Adam Melvin.  "With a broad
geographic footprint and strong brand recognition, the company
continues to expand its product offerings into mobile wireless and
consumer electronics services (Apple-focused, AT&T Technology Brand
stores).  We expect the pre-owned video game products category to
remain the core segment of GameStop's business model for at least
the next two years, representing approximately 30% of sales and
close to 50% of gross profit."

The negative outlook on GameStop reflects S&P's expectation for
deteriorating credit metrics as a result of the company's
increasingly aggressive financial policy.  S&P expects the company
will continue to moderately improve overall sales mix that will
benefit profitability, however it is primarily dependent on the
company's ability to capture additional growth through its
acquisition strategy.

S&P could lower the rating if competitive pressures cause a shift
in gaming away from the company's core business toward digital
before the company has penetrated the digital market.  This could
hurt profitability, leading to debt leverage sustained above-3.0x
with no expectation of improvement.  Another scenario could involve
the company over-spending on acquisitions such that liquidity
declines or financial metrics continue to deteriorate.
Alternatively, a downgrade could occur because of a continuous
aggressive financial policy that results in additional
debt-financed initiatives, including further sizeable acquisitions
or share repurchases.

An upgrade into the investment-grade category is unlikely over the
next year.  S&P could raise the rating if it is convinced the
company's competitive position was positioned to sustain good
growth and maintain its market position as a result of significant
traction in its mobile and consumer electronics business.  This
could lead to less dependence on the introduction of new video game
products, and an improvement in its product mix shift to digital
and mobile.  In addition, S&P would also have to be comfortable
with the company's longer term financial policy with regard to
share repurchases and dividends and become convinced that debt
leverage would be sustained in the low-2.0x area.


GULF PACKAGING: Hires ASK LLP as Special Preference Counsel
-----------------------------------------------------------
Gulf Packaging, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Illinois for permission to employ ASK LLP as
special preference counsel effective as of Aug. 10, 2015, the date
the retention agreement was signed.

ASK's services will include:

   a) complete preference analysis;

   b) attempt to recover claims via settlement agreements before
filing adversary proceedings;

   c) assist the Debtor in determining which adversary proceedings
should be filed and prosecute such adversary proceedings;

   d) remit to GPI monies received on a monthly basis, net of fees
and expenses advanced by, and owing to, ASK;

   e) provide GPI with monthly reports, including status reports
with respect to all pending cases that remain open for collection.

In a declaration, Joseph L. Steinfeld, Jr., Esq., managing partner
of ASK, tells the Court that the Debtor proposes, pursuant to the
terms of the retention agreement and subject to Court approval,
that ASK's compensation be:

   -- 15% of amounts collected prior to lawsuit;
   -- 25% of amounts collected post-lawsuit; and
   -- 30% on amounts collected post-judgment.

It is expected that (a) GPI will remit fees owing to ASK no later
than 10 days after receipt of invoice from ASK; or (b) ASK will
deduct any such fees prior to remitting monies collected and
deposited into a segregated trust account.  ASK will be entitled to
its fee for the cash value received from its services, plus the
cash equivalent value of any claim waivers.

Because ASK's compensation is contingent on collections and is to
be calculated based thereon, ASK requests that it not be required
to file time records in accordance with the U.S. Trustee
Guidelines.

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

The Debtor is represented by:

         Joseph D. Frank, Esq.
         Jeremy C. Kleinman, Esq.
         FRANK GECKER LLP
         325 N. LaSalle Street, Suite 625
         Chicago, IL 60654
         Tel: (312) 276-1400
         Fax: (312) 276-0035
         E-mails: jfrank@fgllp.com
                  jkleinman@fgllp.com

            -- and --

         Jason S. Brookner, Esq.
         Micheal W. Bishop, Esq.
         GRAY REED & MCGRAW, P.C.
         1601 Elm Street, Suite 4600
         Dallas, TX 75201
         Tel: (214) 954-4135
         Fax: (214) 953-1332
         E-mails: jbrookner@grayreed.com
                  mbishop@grayreed.com

ASK LLP may be reached at:

         Joseph L. Steinfeld, Jr., Esq.
         ASK LLP
         Tel: (651) 289-3850
         Email: jsteinfeld@askllp.com

                       About Gulf Packaging

Formed as a Texas corporation in February 2012, Gulf Packaging
Inc. is a distributor of packaging equipment and supplies, which
sells its product by and through several independent entities.
GPI is a private company, with its equity held in equal parts by
the Fleck Family Partnership, LLC and CWJ Eagle, LLC (which is
affiliated with the Cutshall family).

Gulf Packaging sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 15-15249) on April 29, 2015.  The Debtor disclosed
$16.4 million in assets and $29.8 million in liabilities as of the
Chapter 11 filing.

The case is assigned to Judge Pamela S. Hollis.  The Debtor tapped
FrankGecker LLP as counsel; BMC Group Inc. as claims and noticing
agent; and the firm of Gavin/Solmonese to provide Edward T. Gavin
as chief restructuring officer.

The U.S. Trustee appointed nine creditors to serve on an official
committee of unsecured creditors.


HALCON RESOURCES: Charles Cusack to Quit as COO
-----------------------------------------------
Charles E. Cusack III informed Halcon Resources Corporation of his
intention to resign as executive vice president, chief operating
officer of the Company to pursue other opportunities.  As disclosed
with the Securities and Exchange Commission, the effective date of
Mr. Cusack's resignation has not yet been determined but is
expected to occur in March 2016.

                      About Halcon Resources

Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States.  This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.

Halcon Resources reported a net loss available to common
stockholders of $2 billion on $550.27 million of total operating
revenues for the year ended Dec. 31, 2015, compared to net income
available to common stockholders of $283 million on $1.14 billion
of total operating revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Halcon Resources had $3.45 billion in total
assets, $3.22 billion in total liabilities, $184 million in
redeemable noncontrolling interest and $52.4 million in total
stockholders' equity.

                           *     *      *

As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'.  The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.

In September 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Oklahoma City-based Halcon Resource
Corp. to 'SD' (selective default) from 'B-'.  "The downgrade
follows Halcon's announcement that it reached an agreement with
holders of portions of its senior unsecured notes to exchange the
notes for new senior secured third-lien notes," said Standard &
Poor's credit analyst Ben Tsocanos.


HAMPSHIRE GROUP: In Talks with Lenders, Investors for Funding
-------------------------------------------------------------
Hampshire Group said in a regulatory filing with the Securities and
Exchange Commission that it is in default under its credit facility
and entered into a forbearance agreement and amendment to the
credit facility on November 30, 2015, which among other things,
changed the maturity date of the credit facility to February 29,
2016. The Company's lenders have indicated that they will not renew
the credit facility beyond that maturity date, because they intend
to exit this line of business.

The Company incurred losses from continuing operations of $28.8
million, $12.8 million, $9.3 million, $16.8 million and $8.6
million, in the years ended December 31, 2014, 2013, 2012, 2011 and
2010, respectively.

Hampshire Group said these conditions raise substantial doubt about
the Company's ability to continue as a going concern.

Beginning in the Spring of 2015, the Company initiated plans to
realign its resources with its operations. Hampshire substantially
altered its operations by reducing costs and cash outflows,
consolidating operations and raising funds.  These, along with
other actions, reduced the footprint of the Company's operations as
well as the number of full time employees, which totaled over 700
at December 31, 2014 and decreased to 64 at December 31, 2015.
Management continues to explore opportunities to match its
operations with its business prospects. There are no assurances
that actions to date will allow the Company to operate profitably
and it may have to further "right size" operations.

The Company has had discussions with potential lenders and
investors about its capital requirements:

     -- The Company has spoken with potential lenders to replace
the current credit facility. Several parties met with management
and reviewed certain information about the Company, but there can
be no assurances that new financing will be available in sufficient
amounts, or on acceptable terms, or at all, and

     -- The Company also approached potential investors about a
possible debt and/or equity investment in the Company. An equity
investment could cause substantial dilution to existing
stockholders or an “overhang” that may also adversely affect
the market price of the Company's common stock. There can be no
assurances that any investment will be in sufficient amounts, or on
acceptable terms, or at all.

New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a holding
company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.  The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.

Hampshire Brands designs and markets men's sportswear to department
stores, chain stores and mass market retailers under licensed
brands.  It offers a full tops assortment under the Dockers(R)
brand and a full men's assortment under the James Campbell(R)
brand, both of which are licensed. Under a multi-year licensing
agreement with Dockers(R) for its men's "good" category tops in the
United States, the Company oversees the design, production, sales
and distribution of the line to certain chain and department stores
including Kohl's Department Stores, Inc., J.C. Penney Company, Inc.
and Sears Holding Corporation.


HAMPSHIRE GROUP: Posts $2.46 Million Net Loss for June 27 Quarter
-----------------------------------------------------------------
Hampshire Group, Limited swung to a net income of $2,464,000 for
the three months ended June 27, 2015, from a net loss of $4,577,000
for the three months ended June 28, 2014, according to the
Company's Form 10-Q Report for the quarterly period ended June 27,
2015.  The quarterly report was filed with the Securities and
Exchange Commission on Feb. 17, 2016.

The Company posted a net loss of $526,000 for the six months ended
June 27, 2015, from a net loss of $8,873,000 for the same period
ended June 28, 2014.

The Company had net sales of $12,218,000 for the three months ended
June 27, 2015, compared to $3,728,000 for the same period ended
June 28, 2014.  Net sales were $24,820,000 for the six months ended
June 27, 2015, compared to $9,719,000 for the same period ended
June 28, 2014.

At June 27, 2015, the Company had total assets of $26,707,000,
total liabilities of $32,187,000 and total stockholders' deficit of
$5,480,000.

A copy of the Company's Form 10-Q Report is available at
http://is.gd/ol7J6Y

New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a holding
company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.  The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.

Hampshire Brands designs and markets men's sportswear to department
stores, chain stores and mass market retailers under licensed
brands.  It offers a full tops assortment under the Dockers(R)
brand and a full men's assortment under the James Campbell(R)
brand, both of which are licensed. Under a multi-year licensing
agreement with Dockers(R) for its men's "good" category tops in the
United States, the Company oversees the design, production, sales
and distribution of the line to certain chain and department stores
including Kohl's Department Stores, Inc., J.C. Penney Company, Inc.
and Sears Holding Corporation.


HAMPSHIRE GROUP: Price Steps Down as Chief Operating Officer
------------------------------------------------------------
Hampshire Group, Limited disclosed in a regulatory filing with the
Securities and Exchange Commission that on February 25, 2015, David
Price, its Chief Operating Officer, gave notice to the Company of
his resignation effective March 25, 2016.  Mr. Price's duties will
be assumed by other employees of the Company.

On February 26, 2016, the Company's board of directors increased
the number of directors constituting the Board from four to five
directors and appointed Robin Marino to serve as a member of the
Board until her successor shall be elected.  In connection with her
appointment, Ms. Marino was granted an option to purchase 13,500
shares of common stock at $0.30 per share under the Company's 2009
Stock Incentive Plan, which option becomes exercisable in four
equal annual installments beginning one year from the date of grant
and expires ten years from the date of grant.

Following Ms. Marino's appointment, the Board revised Board
committee assignments to be as follows:

     Audit Committee

          Thomas J. Doyle, Jr., Chair
          Brett H. Fialkoff
          Benjamin C. Yogel

     Compensation Committee

          Brett H. Fialkoff, Chair
          Robin Marino
          Benjamin C. Yogel

     Nominating Committee

          Robin Marino, Chair
          Thomas J. Doyle, Jr.
          Benjamin C. Yogel

New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a holding
company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.  The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.

Hampshire Brands designs and markets men's sportswear to department
stores, chain stores and mass market retailers under licensed
brands.  It offers a full tops assortment under the Dockers(R)
brand and a full men's assortment under the James Campbell(R)
brand, both of which are licensed. Under a multi-year licensing
agreement with Dockers(R) for its men's "good" category tops in the
United States, the Company oversees the design, production, sales
and distribution of the line to certain chain and department stores
including Kohl's Department Stores, Inc., J.C. Penney Company, Inc.
and Sears Holding Corporation.


HAMPSHIRE GROUP: Robin Marino Named as Independent Director
-----------------------------------------------------------
Hampshire Group, Limited on Wednesday announced the appointment of
a new independent Board member, Robin Marino, effective February
26, 2016. With this appointment, Hampshire's Board increases from
four to five members, of whom four are classified as independent
directors.

Ms. Marino brings more than 35 years of sales and merchandising
experience in consumer products and is currently an independent
brand consultant. From 2011 to 2014, she served as Group President,
Accessories and Home, of LFUSA/Global Brands Group (GBG), a branded
apparel, footwear, fashion accessories and related lifestyle
products company, where she oversaw five divisions. Prior to GBG,
Ms. Marino was President and CEO of Merchandising at Martha Stewart
Living Omnimedia (NYSE: MSO), which she originally joined in 2005.
From 1999 to 2005, Ms. Marino was President and COO of Kate Spade
(NYSE: KATE). Prior to that, she spent two years as SVP of
Accessories Global at Burberry Limited. Before that, Ms. Marino
held management positions with Wathne LTD and Federated Department
Stores, Inc. She currently serves on the Board of Directors of
Summer Infant (NCM: SUMR), a premium infant and juvenile products
company. Ms. Marino holds a B.B.A. from Stetson University.

Paul Buxbaum, Chairman and Chief Executive Officer of Hampshire
Group, commented, "I, along with my fellow directors, are pleased
to welcome Robin to our Board. She brings significant industry
experience and knowledge gained over years of serving in leadership
positions with a number of high profile global brands. We look
forward to benefitting from Robin's insights as we execute on our
strategy to stabilize and grow our business."

Company Contact:

     Benjamin C. Yogel
     Lead Director, Hampshire Group
     E-mail: byogel@mrccapital.com
     Tel: (561) 409-0890

Investor Relations Contact:

     Fred Buonocore
     The Equity Group Inc.
     E-mail: fbuonocore@equityny.com
     Tel: (212) 836-9607
     www.theequitygroup.com

New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a
provider of fashion apparel across a broad range of product
categories, channels of distribution and price points. As a holding
company, the Company operates through its wholly-owned
subsidiaries, Hampshire Brands, Inc. and Hampshire International,
LLC.  The Company completed the sale of Rio Garment S.A. effective
April 10, 2015.

Hampshire Brands designs and markets men's sportswear to department
stores, chain stores and mass market retailers under licensed
brands.  It offers a full tops assortment under the Dockers(R)
brand and a full men's assortment under the James Campbell(R)
brand, both of which are licensed. Under a multi-year licensing
agreement with Dockers(R) for its men's "good" category tops in the
United States, the Company oversees the design, production, sales
and distribution of the line to certain chain and department stores
including Kohl's Department Stores, Inc., J.C. Penney Company, Inc.
and Sears Holding Corporation.


HORSEHEAD HOLDING: Committee Objection to $90MM Loan Resolved
-------------------------------------------------------------
The Official Committee of Unsecured Creditors formed in Horsehead
Holding Corp., et al.'s cases filed an objection to the entry of an
order granting final approval of Horsehead's proposed $90,000,000
financing from lenders led by Cantor Fitzgerald Securities, as
administrative agent.

The Committee said the DIP Facility improperly provides the DIP
Lenders with:

     (i) liens on unencumbered assets,

    (ii) overly broad releases from the Debtors, and

   (iii) the ability to exert complete control over the
         Chapter 11 cases by requiring the filing of a chapter 11
         plan of reorganization and disclosure statement within
         40 days of the Petition Date (i.e. March 13, 2016) in
         form that must be "acceptable" to the required DIP
         Lenders/Ad Hoc Group of Prepetition Senior Secured
         Noteholders, an unacceptable requirement that:

         (a) is unlikely to be satisfied by the Debtors (given
             that, upon information and belief, there is no
             agreement or definition as to what an acceptable
             plan is); and

         (b) will give the DIP Lenders sole control over whether
             an Event of Default is triggered under the DIP
             Facility in just several weeks.

The Committee also argued that the costs and fees of the DIP
Facility must be modified and brought in line with average terms of
recent DIP facilities.

Moreover, the Committee said that the milestones are simply too
tight.  The DIP Motion sets forth these milestones, which, if not
satisfied, will constitute an Event of Default under the DIP
Facility:

   * Within 3 days of the Petition Date: entry of Interim Order
     approving DIP Facility;

   * Within 3 days of the Petition Date: entry of interim DIP
     recognition order in Canadian proceeding of Zochem;

   * Within 35 days of the Petition Date: entry of Final Order
     approving DIP Facility;

   * Within 37 days of the Petition Date: entry of final DIP
     recognition order in Canadian proceeding of Zochem;

   * Within 40 days of the Petition Date: filing of a plan of
     reorganization that is acceptable to the Required Lenders
     and the Ad Hoc Group of Prepetition Senior Secured
     Noteholders, on the one hand, and the Debtors, on the other
     hand and disclosure statement with respect to the Acceptable
     Plan;

   * Within 75 days of the Petition Date: obtain court approval
     of the disclosure statement;

   * Within 115 days of the Petition Date: obtain confirmation of
     the Acceptable Plan;

   * Within 117 days of the Petition Date: obtain entry of
     Canadian court order recognizing the Acceptable Plan; and

   * Within 130 days from the Petition Date: consummation of the
     Acceptable Plan.

The Committee also asked that:

    -- The proposed Challenge Period of 60 days from the
       appointment of the Committee must be extended to a minimum
       of 100 days from the date the Committee was formed.

    -- In no instance should the DIP Lenders or other Prepetition
       Secured Parties be granted super-priority administrative
       claims and/or liens on the proceeds of Avoidance Actions
       and other causes of action brought against them.

    -- The proposed Final Order must grant the Committee
       authority and standing to commence any lien challenges or
       commence any other causes of actions against the DIP
       Lenders and Prepetition Senior Secured Noteholders to
       which the Challenge Period or Retained Claims Challenge
       Period applies.

    -- The $75,000 Investigation Budget for the Committee's
       investigation is inadequate and should be increased to
       $125,000.

                      Revisions to Final Order

On Feb. 2, 2016, the Debtors filed a motion to access secured
postpetition financing up to an aggregate principal amount of
$90,000,000.  An interim order granting the financing was entered
Feb. 4 and a final hearing was scheduled for March 2.

On March 1, the Debtors filed a proposed final order approving the
DIP financing.

According to the agenda of the March 2 hearing, the Committee's
objection "has been resolved in principle subject to
documentation".  The Debtors have also resolved the objection filed
by Powers Coal & Coke and FS Sperry and language will be added to
the proposed final DIP order to address these objections.  The
Debtors anticipate filing a revised form of final DIP Order prior
to the hearing.

The Debtors said that on March 2, the Court held a final hearing on
the motion and made certain rulings requiring revisions to the
Proposed Final Order.

On March 2, 2016, the Debtors filed a Revised Proposed Final
Order.

Changes in the Revised Proposed Final DIP Order include:

   * The DIP Superpriority Claim will have recourse to proceeds
     of Avoidance Actions; provided however, that the DIP
     Superpriority Claim shall not have recourse to, or otherwise
     collect from, proceeds of Avoidance Actions prosecuted
     against any trade creditor of one or more of the Debtors.

   * The milestones are extended by two weeks:

     -- Filing of a plan of reorganization that is acceptable
        to the Required Lenders and the Ad Hoc Group, on the
        one hand, and the Borrowers, on the other hand and
        disclosure statement with respect to the Acceptable Plan
        with the Court within 55 days of the Petition Date.

     -- Entry by this Court of an order approving the Disclosure
        Statement within 90 days of the Petition Date;

     -- Entry by this Court of an order confirming the Acceptable
        Plan within 13) days of the Petition Date;

     -- Entry by this Court of an order confirming the Acceptable
        Plan within 130 days of the Petition Date; and

     -- Consummation of the Acceptable Plan within 145 days of
        the Petition Date.

   * The Committee's challenge period will expire May 6, 2016,
     provided that if the Creditors' Committee files a motion
     seeking standing on or prior to May 6, 2016, that Challenge
     Period will be tolled through the date that is three
     business days after the Court enters a ruling on such motion
     solely with respect to any Claims and Defenses specifically
     identified in such motion.  The challenge period as it
     pertains to any Retained Claims will be until July 3, 2016.

    * The Committee will have an investigation budget of
      $100,000, instead of $75,000.

A black-line of the Revised Proposed Final Order showing changes
made from the Proposed Final Order is available for free at:

   http://bankrupt.com/misc/Horsehead_249_P_FInal_DIP_Ord_BL.pdf

A black-line of the Revised Proposed Final Order showing changes
made from the Interim DIP Order is available for free at:

   http://bankrupt.com/misc/Horsehead_251_P_Final_DIP_Ord_RL.pdf

Horsehead Holding's attorneys:

         Laura Davis Jones, Esq.
         James E. O'Neill, Esq.
         Joseph M. Mulvihill, 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: ljones@pszjlaw.com
                joneill@pszjlaw.com
                jmulvihill@pszjlaw.com

                - and -

         James H.M. Sprayregen, Esq.
         Patrick J. Nash, Jr., Esq.
         Ryan Preston Dahl, Esq.
         KIRKLAND & ELLIS LLP
         KIRKLAND & ELLIS INTERNATIONAL LLP
         300 North LaSalle
         Chicago, IL 60654
         Telephone: (312)862-2000
         Facsimile: (312)862-2200
         E-mail: james.sprayregen@kirkland.com
                 patrick.nash@kirkland.com
                 ryan.dahl@kirkland.com

Proposed Counsel to the Official Committee of Unsecured Creditors:

         LOWENSTEIN SANDLER LLP
         Sharon L. Levine, Esq.
         Bruce Buechler, Esq.
         Philip J. Gross, Esq.
         65 Livingston Avenue
         Roseland, New Jersey 07068
         Tel: (973) 597-2500
         Fax: (973) 597-6247
         E-mail: slevine@lowenstein.com
                 bbuechler@lowenstein.com
                 pgross@lowenstein.com

             - and -

         DRINKER BIDDLE & REATH LLP
         Howard A. Cohen, Esq. (DE 4082)
         Robert K. Malone (admitted pro hac vice)
         222 Delaware Avenue, Ste. 1410
         Wilmington, DE 19801
         Tel: (302) 467-4200
              (302) 467-4201
         E-mail: howard.cohen@dbr.com
                 robert.malone@dbr.com

                  About Horsehead Holding Corp.

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

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

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

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


HOVBROS BURLINGTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                    Case No.
        ------                                    --------
        HovBros Burlington, LLC                   16-13892
        c/o Ciardi Ciardi & Astin
        One Commerce Square, Suite 3500
        2005 Market Street
        Philadelphia, PA 19101

        HovBros Fries Mill, LLC                   16-13893
        c/o Ciardi Ciardi & Astin
        One Commerce Square, Suite 3500
        2005 Market Street
        Philadelphia, PA 19101

        Sunrise/Hovcare, L.P.                     16-13894
        c/o Ciardi Ciardi & Astin
        One Commerce Square, Suite 3500
        2005 Market Street
        Philadelphia, PA 19101

Chapter 11 Petition Date: March 2, 2016

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Hon. Jerrold N. Poslusny Jr.

Debtors' Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 3500
                  Philadelphia, PA 19103
                  Tel: 215-557-3550
                  Fax: 215-557-3551
                  E-mail: aciardi@ciardilaw.com

                                          Estimated   Estimated
                                            Assets   Liabilities
                                         ----------  -----------
HovBros Burlington, LLC                  $1MM-$10MM  $10MM-$50MM
HovBros Fries Mill, LLC                  $1MM-$10MM  $10MM-$50MM
Sunrise/Hovcare, L.P.                    $100K-$500K $10MM-$50MM

The petitions were signed by Peter Hovnanian, managing member.

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


HOVENSA LLC: Chapter 11 Plan Declared Effective
-----------------------------------------------
The effective date of Hovensa LLC's Chapter 11 plan occurred on
Feb. 17, 2016, and the official committee of unsecured creditors
was dissolved.

As reported by the Troubled Company Reporter on Feb. 22, 2016, the
Bankruptcy Judge Mary Walrath allowed the Company to waive the
conditions precedent to effectiveness of its Chapter 11 plan of
liquidation.  The order allowed the Company to waive the conditions
contained in Article XI.A.4 and Article XI.A.9 of the liquidating
plan.  On Jan. 20, 2016, the Company, which sold most of its assets
to Limetree Bay Holdings LLC for $220 million, received final court
approval for the plan that resolved claims of its key stakeholders.
The liquidating plan provided for the allocation of $30 million of
the sale proceeds for holders of non-priority general unsecured
claims.  The plan also provided for the creation of the liquidating
trust and the environmental response trust.  Jay Borow will serve
as the liquidating trustee while Project Navigator Ltd. will
administer the other trust.

On the Effective Date, the Debtor irrevocably transferred,
assigned, and delivered to the Reorganized Debtor all of its
rights, title, and interests in the Reorganized Debtor Assets.

From and after the Effective Date, the Reorganized Debtor will wind
down the Debtor's businesses and affairs and resolve
Administrative, Priority Tax, Professional Fee, Class 1 (Other
Priority), and Class 2 (Other Secured) Claims.  In addition, on the
Effective Date, the Liquidating Trust was created for the
purpose of, among other things, administering the Liquidating Trust
Assets, and resolving Disputed Class 4, 5, and 6 Claims.

The Reorganized Debtor seeks entry of a court order extending the
current removal deadline for approximately 90 days, through and
including June 13, 2016, without prejudice to the rights of the
Reorganized Debtor and the Liquidating Trustee, as applicable, to
seek further extensions of time within which to remove any Pending
Action to the Bankruptcy Court.

On Oct. 22, 2015, the Debtor filed the Debtor's motion for entry of
court order extending the period within which the Debtor may remove
actions pursuant to 28 U.S.C. Section 1452.  On Nov. 16, 2015, the
Bankruptcy Court entered an order granting the first
removal extension motion.  Pursuant to the first removal extension
order, the deadline for the Debtor to file notices of removal to
remove actions to the Bankruptcy Court pursuant to 28 U.S.C.
Section 1452 and rule 9027 of the Federal Rules of Bankruptcy
Procedure is March 14, 2016.

                          About Hovensa

Hovensa, L.L.C., produces and markets refined petroleum products.
The Company offers gasoline, diesel, home heating oil, jet fuel,
kerosene, and residual fuel oil.  Hovensa serves customers
throughout North America.

Hovensa L.L.C. filed a Chapter 11 bankruptcy petition in the U.S.
Bankruptcy Court for the District of the Virgin Islands (Bankr. D.
V.I. Case No. 15-10003) on Sept. 15, 2015.  The petition was signed
by Sloan Schoyer as authorized signatory.  The Debtor has estimated
assets of $100 million to $500 million, and liabilities of more
than $1 billion.

Judge Mary F. Walrath is assigned to the case.  The Law Offices of
Richard H. Dollison, P.C., serves as the Debtor's counsel.  Prime
Clerk LLC is the Debtor's claims and noticing agent.  Alvarez &
Marsal North America, LLC to provide Thomas E. Hill as chief
restructuring officer, effective Sept. 15, 2015 petition date.

The U.S. Trustee appointed five creditors to serve on the committee
of creditors holding unsecured claims.


INTELLIPHARMACEUTICS INT'L: Files Annual Information Form
---------------------------------------------------------
Intellipharmaceutics International Inc. filed with the U.S.
Securities and Exchange Commission its Annual Information Form for
the fiscal year ended Nov. 30, 2015.

"We have a history of operating losses, which may continue in the
foreseeable future."

"We have incurred net losses from inception through November 30,
2015 and had an accumulated deficit of $52.9 million as of such
date and have incurred additional losses since such date.  As we
engage in the development of products in our pipeline, we will
continue to incur further losses.  There can be no assurance that
we will ever be able to achieve or sustain profitability or
positive cash flow.  Our ultimate success will depend on whether
our product candidates receive the approval of the FDA or Health
Canada and whether we are able to successfully market approved
products.  We cannot be certain that we will be able to receive FDA
or Health Canada approval for any of our current or future product
candidates, or that we will reach the level of sales and revenues
necessary to achieve and sustain profitability."

A copy of the Form 6-K report is available for free at:

                      http://is.gd/JtaCz1

                  About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

Intellipharmaceutics reported a net loss of $7.43 million on $4.09
million of revenues for the year ended Nov. 30, 2015, compared to a
net loss of $3.85 million on $8.76 million of revenues for the year
ended Nov. 30, 2014.

As of Nov. 30, 2015, the Company had $5.22 million in total assets,
$5.36 million in total liabilities and a $137,686 shareholders'
deficiency.

Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Nov. 30, 2014, citing that the Company's recurring losses
from operations and the accumulated deficit raise substantial doubt
about the Company's ability to continue as a going concern.


INVENTIV HEALTH: To Hold Q4 Conference Call on March 24
-------------------------------------------------------
inVentiv Health, Inc. will hold a conference call at 2:00 p.m.
Eastern Time on March 24, 2016, during which it will discuss the
Company's financial results for the fourth quarter of 2015.

The U.S. dial-in for the call is (877) 498-6434 ((929) 387-3953 for
non-U.S. callers) and the passcode is 60136249.  A replay of the
conference call will be available until March 31, 2016, by dialing
(855) 859-2056 ((404) 537-3406 for non-U.S. callers) and the
passcode is 60136249.

                     About inVentiv Health

inVentiv Health, Inc., is privately owned by inVentiv Group
Holdings, Inc., an organization sponsored by affiliates of Thomas
H. Lee Partners, L.P., Liberty Lane Partners and members of the
inVentiv Health management team.

inVentiv Health is a top-tier professional services organization
that accelerates the clinical and commercial success of
biopharmaceutical companies worldwide.  The Company's combined
Clinical Research Organization and Contract Commercial Organization
helps clients improve their performance to deliver much-needed
therapies to market.  With 13,000 employees providing services to
clients in 70 countries, inVentiv Health designs best practices,
processes and systems to enable clients to successfully navigate an
increasingly complex environment.
- See more at:
http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf


As of Sept. 30, 2015, the Company had $2.20 billion in total
assets, $2.90 billion in total liabilities and a total
stockholders' deficit of $699 million.

                           *    *    *

As reported by the TCR on May 22, 2015, Moody's Investors Service
affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability
of Default Rating of inVentiv Health, Inc. as well as all of the
instrument ratings.  The Caa1 rating reflects inVentiv's very high
leverage, history of negative free cash flow and significant
interest burden which will make a default event likely if the
company does not significantly improve its EBITDA performance well
ahead of 2018, when all of the company's debt matures.

The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings
Services affirmed its 'B-' corporate credit rating on Burlington,
Mass.-based contract research organization (CRO) inVentiv Health
Inc.


JANUS SPECTRUM: SEC's Bid to Freeze Janus Spectrum Assets Granted
-----------------------------------------------------------------
Plaintiff Securities and Exchange Commission filed an application
for an order to freeze the assets of Defendants Janus Spectrum LLC,
David Alcorn and David Alcorn Professional Corporation.

The SEC first alleges that an asset freeze is needed over the
assets of Janus Spectrum and Alcorn in order to preserve investor
funds. The SEC argues that given that the Chapter 11 bankruptcy
trustee seeks to dismiss Janus Spectrum's bankruptcy proceeding and
thus lift the stay that is preserving the remaining assets, an
asset freeze is necessary to ensure that Defendants do not
dissipate or secrete their assets pending final judgment and to
ensure that the victims of this alleged securities fraud receive
some compensation.

In the Asset Freeze Order dated February 16, 2016, which is
available at http://is.gd/OmZJJAfrom Leagle.com, Senior District
Judge Stephen M. McNamee of the United States District Court for
the District of Arizona ruled that the SEC has met the standard for
obtaining an asset freeze and granted the SEC's motion for asset
freeze. The Bankruptcy Trustee for the Bankruptcy Court for the
District of Arizona is required to turn over the assets of Debtor
Janus Spectrum LLC to the registry account of this Court.

Maureen Gaughan, the Trustee in the underlying Bankruptcy
proceeding before the United States Bankruptcy Court for the
District of Arizona shall deposit all monies, assets, and accrued
interest related to this bankruptcy matter now under her control
and transfer such funds into this Court's registry account. These
funds are to remain undisturbed absent this Court's Order.

Janus Spectrum, David Alcorn and David Alcorn Professional
Corporation, and their officers, agents, servants, employees,
attorneys, subsidiaries and affiliates, and those persons in active
concert with them, who receive actual notice of this Order, by
personal service or otherwise, and each of them, be and hereby are
restrained and enjoined, pending trial in this action, from,
directly or indirectly, transferring, assigning, selling,
hypothecating, changing, wasting, dissipating, converting,
concealing, encumbering, or otherwise disposing of, in any manner,
any funds, assets, securities, claims or other real or personal
property, including any notes or deeds of trust or other interest
in real property, wherever located, of any one of them, or their
subsidiaries or affiliates, owned by, controlled by, managed by or
in the possession or custody of any of them and from transferring,
encumbering dissipating, incurring charges or cash advances on any
debit or credit card of the credit arrangement of any one of them,
or their subsidiaries and affiliates.

The case is Securities and Exchange Commission, Plaintiff, v. Janus
Spectrum LLC, et al., Defendants, No. CV-15-609-PHX-SMM (D.
Ariz.).

United States Securities and Exchange Commission, Plaintiff, is
represented by David Van Havermaat, Securities & Exchange
Commission, Donald Werner Searles, Securities & Exchange Commission
& Sana Muttalib, Securities & Exchange Commission.

Janus Spectrum LLC, Defendant, is represented by Thomas E Littler,
Thomas E Littler Esq.

David Alcorn, Defendant, is represented by Thomas E Littler, Thomas
E Littler Esq.

Kent Maerki, Defendant, Pro Se.

Dominion Private Client Group LLC, Defendant, is represented by
Keith Beauchamp, Esq. -- kbeauchamp@cblawyers.com -- Coppersmith
Brockelman PLC, Timothy Coley, Esq. -- tcoley@buckleysandler.com --
Buckley Sandler LLP & Tom Sporkin, Esq. --
tsporkin@buckleysandler.com --Buckley Sandler LLP.

Janus Spectrum Group LLC, Defendant, is represented by Keith
Beauchamp, Coppersmith Brockelman PLC, Timothy Coley, Buckley
Sandler LLP & Tom Sporkin, Buckley Sandler LLP.

Spectrum Management LLC, Defendant, is represented by Keith
Beauchamp, Coppersmith Brockelman PLC, Timothy Coley, Buckley
Sandler LLP & Tom Sporkin, Buckley Sandler LLP.

Spectrum 100 LLC, Defendant, is represented by Keith Beauchamp,
Coppersmith Brockelman PLC, Timothy Coley, Buckley Sandler LLP &
Tom Sporkin, Buckley Sandler LLP.

Spectrum 100 Management LLC, Defendant, is represented by Keith
Beauchamp, Coppersmith Brockelman PLC, Timothy Coley, Buckley
Sandler LLP & Tom Sporkin, Buckley Sandler LLP.

Prime Spectrum LLC, Defendant, is represented by Keith Beauchamp,
Coppersmith Brockelman PLC, Timothy Coley, Buckley Sandler LLP &
Tom Sporkin, Buckley Sandler LLP.

Prime Spectrum Management LLC, Defendant, is represented by Keith
Beauchamp, Coppersmith Brockelman PLC, Timothy Coley, Buckley
Sandler LLP & Tom Sporkin, Buckley Sandler LLP.

Daryl G Bank, Defendant, is represented by Keith Beauchamp,
Coppersmith Brockelman PLC, Timothy Coley, Buckley Sandler LLP &
Tom Sporkin, Buckley Sandler LLP.

Premier Spectrum Group PMA, Defendant, Pro Se.

Bobby D Jones, Defendant, Pro Se.

Innovative Group PMA, Defendant, is represented by Dennis L
Roossien, Jr., Esq. --  droossien@munsch.com -- Munsch Hardt Kopf &
Harr PC, James M McGee, Esq. --  jmcgee@munsch.com -- Munsch Hardt
Kopf & Harr PC, Michael S Rubin, Esq. -- mrubin@dickinsonwright.com
-- Dickinson Wright PLLC, Phillip C Appenzeller, Esq. --
pappenzeller@munsch.com -- Munsch Hardt Kopf & Harr PC & William L
Novotny, Esq. -- wnovotny@dickinsonwright.com -- Dickinson Wright
PLLC.

Premier Group PMA, Defendant, is represented by Dennis L Roossien,
Jr., Munsch Hardt Kopf & Harr PC, James M McGee, Munsch Hardt Kopf
& Harr PC, Michael S Rubin, Dickinson Wright PLLC, Phillip C
Appenzeller, Munsch Hardt Kopf & Harr PC & William L Novotny,
Dickinson Wright PLLC.

Prosperity Group PMA, Defendant, is represented by Dennis L
Roossien, Jr., Munsch Hardt Kopf & Harr PC, James M McGee, Munsch
Hardt Kopf & Harr PC, Michael S Rubin, Dickinson Wright PLLC,
Phillip C Appenzeller, Munsch Hardt Kopf & Harr PC & William L
Novotny, Dickinson Wright PLLC.

Terry W Johnson, Defendant, is represented by Dennis L Roossien,
Jr., Munsch Hardt Kopf & Harr PC, James M McGee, Munsch Hardt Kopf
& Harr PC,Michael S Rubin, Dickinson Wright PLLC, Phillip C
Appenzeller, Munsch Hardt Kopf & Harr PC & William L Novotny,
Dickinson Wright PLLC.

Raymon G Chadwick, Jr., Defendant, is represented by Dennis L
Roossien, Jr., Munsch Hardt Kopf & Harr PC, James M McGee, Munsch
Hardt Kopf & Harr PC, Michael S Rubin, Dickinson Wright PLLC,
Phillip C Appenzeller, Munsch Hardt Kopf & Harr PC & William L
Novotny, Dickinson Wright PLLC.


JTS LLC: H. Watt & Scott, Et Al. Object to Plan Outline
-------------------------------------------------------
H. Watt & Scott, Inc., SOLO, LLC, WSW, LLC, Seven C Investments,
Inc., Robert A. Scott, Glenn L. Watts, Craig A. Watts, Bruce A.
Chambers, and Lisa M. Chambers are objecting JTS, LLC's amended
disclosure statement dated Dec. 18, 2015, which accompanies the
Debtor's First Amended Plan of Reorganization dated Dec. 18, 2015.

The Judgment Creditors object to court approval of an Amended
Disclosure Statement that does not describe a confirmable plan.
They claim that the Plan itself does not pass the liquidation
analysis test, is not fair and equitable, and breaches the absolute
priority rule.  The Amended Plan is a liquidation plan and
distribution to creditors is based solely upon sale of the 3300
Denali Street property.  The Amended Disclosure Statement and
Amended Plan do not provide for payment to the unsecured creditors
of 100% of the net sale proceeds, according to the Judgment
Creditors.  Instead, the Amended Disclosure and Amended Plan cap at
any distribution to the unsecured creditors from the Denali
Property sale at $300,000 or 50% of the net, whichever is greater,
yet, provides for the equity holder, Dennis Gaede, to retain the
rest of the sale proceeds plus 50% of the Nokian litigation
proceeds plus any and all cash left in the business, in breach of
the absolute priority rule, the Judgment Creditors say.  

The Judgment Creditors would support a plan that pays 100% of the
net sale proceeds from the sale of the Denali Property to the
unsecured class, 100% of the litigation proceeds, and 100% of the
remaining cash on hand until the unsecured creditors are paid in
full.

The Amended Disclosure, according to the Judgment Creditors, does
not inform the reader that if the Denali Property sells for the
proposed no less than $11.50 million and the 4% real estate
commission is paid ($460,000), and the secured claims are paid
($761,478, $1,248,132, $4,729,965, and $3,059607), the net sale
proceeds will be $1,240,818 (minus trustee fees).

The Judgment Creditors claim that the Amended Disclosure Statement,
among other things: (i)  fails to disclose the true status of the
Nokian Tyres litigation case, the source of funding to prosecute
the claims in the litigation case, the merits of the case or
likelihood of any recovery for the unsecured creditors; (ii) falls
far short of a complete analysis and justification for Dennis Gaede
to hold a substantial general unsecured claim.

The Judgment Creditors, general unsecured creditors, can only
support the Amended Disclosure and Amended Plan with the additional
information and with these term changes:

      1) 100% of the net sale proceeds from the Denali Property to

         be paid to the unsecured creditors up to payment in full  
       
         of the allowed unsecured creditor claims;

      2) 100% of the net Nokian Tyre litigation proceeds to be
         paid to the unsecured creditors up to payment in full of
         the allowed unsecured creditor claims;

      3) 100% of any remaining existing cash is paid to the
         unsecured creditors up to payment in full of the allowed
         unsecured creditor claims;

      4) the claim(s) of Dennis Gaede to be characterized as
         equity investment, as they were pre-petition, and his
         claims disallowed as a general unsecured creditor claim.

A copy of the objection is available for free at:

           http://bankrupt.com/misc/JTSLLC_215_dsobj.pdf

The Judgment Creditors are available for free at:

         RCO Legal - Alaska, Inc.
         911 W. 8th Avenue, Suite 200
         Anchorage, Alaska 99501
         Tel: (907) 754-9900 Telephone
         Fax: (907) 334-5858 Telefax

As reported by the Troubled Company Reporter on Feb. 26, 2016, the
hearing to consider approval of the First Amended Disclosure
Statement has been rescheduled to March 14, 2016, at 9:30 a.m.  The
hearing on the First Amended Disclosure Statement was originally
scheduled for Jan. 20 but was continued to Jan. 27, then to Feb. 3
and then to March 14 at the request of the Debtor.  In seeking the
latest extension, the Debtor said it is still in discussions with a
possible lessee who may be interested in all of
the available space on a long term basis.  These discussions are
proceeding more slowly than the Debtor expected, and the Debtor has
not received a specific lease proposal but still expects to hear
very soon, one way or the other.

                            About JTS

JTS, LLC, d/b/a Johnson's Tire Service, a privately held single
member LLC owned by Kelly Gaede, is one of the largest family owned
and operated independent tire dealer and auto repair companies in
Alaska.  The Company provides three main services: (i) new tires
(ii) tire change over (iii) automotive repair. With corporate
headquarters in Anchorage, JTS, LLC currently operates three
locations across the Anchorage Metro area which services a combined
population of 400,000 in the communities of Anchorage, Eagle River
and Wasilla.  The Eagle River and Wasilla locations are scheduled
to close by Feb. 29, 2016.

JTS, LLC, sought Chapter 11 protection (Bankr. D. Alaska Case No.
15-00167) in Anchorage, Alaska, on June 15, 2015.  JTS estimated
$10 million to $50 million in assets and debt.

The Debtor tapped David H. Bundy, Esq., at David H. Bundy, PC, in
Anchorage, as counsel.  The Debtor also engaged BDO, LLP as
accountants to prepare income tax returns; Newhouse & Vogler as
accountants to audit the Debtor's 2014 financial statement; and
Gary Petros, a real estate agent with Jack White Commercial to list
and sell the Debtor's property at 3300 Denali St, Anchorage.


JVJ PHARMACY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: JVJ Pharmacy Inc.
           dba University Chemists
        74 University Place
        New York, NY 10003

Case No.: 16-10508

Chapter 11 Petition Date: March 3, 2016

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Stuart M. Bernstein

Debtor's Counsel: Avrum J. Rosen, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  E-mail: ajrlaw@aol.com

Total Assets: $6.88 million

Total Liabilities: $5.61 million

The petition was signed by James F. Zambri, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb16-10508.pdf


KING LOGISTICS: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the Middle District of Florida that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of King Logistics, LLC.

                      About King Logistics

King Logistics, LLC filed a Chapter 11 petition (Case No. 16-00729)
in the U.S. Bankruptcy Court for the Middle District of Florida
(Tampa) on January 28, 2016.  The case is assigned to Judge K.
Rodney May.  The Debtor has tapped Suzy Tate, P.A. as its legal
counsel.


LENNAR CORP: Fitch Rates Proposed Sr. Notes Offering Due 2021 BB+
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR4' rating to Lennar
Corporation's (NYSE: LEN) proposed offering of senior notes due
2021. This issue will be rated on a pari passu basis with all other
senior unsecured debt. Net proceeds from the notes offerings will
be used for general corporate purposes, including the repayment of
debt, which may include the repayment or repurchase of its 6.5%
senior notes due 2016.

KEY RATING DRIVERS

The ratings for Lennar are based on the company's strong track
record over the past 36 plus years, geographic diversity, customer
and product focus, generally conservative building practices and
effective utilization of return on invested capital criteria as a
key element of its operating model. Additionally, there has been
continuity in Lennar's management during this housing cycle and
Fitch considers this management team to be the deepest among the
public builders within its coverage.

The Positive Outlook reflects Lennar's operating performance in
2014 and 2015 and projected 2016 financial ratios (especially
leverage and coverage), solid liquidity position and favorable
prospects for the housing sector during 2016 and probably 2017.
Fitch believes that the housing recovery is firmly in place
(although the rate of recovery remains well below historical levels
and the recovery will likely continue to occur in fits and starts).


THE INDUSTRY

Housing activity has ratcheted up more sharply in 2015 with the
support of a steadily growing economy throughout the year. Total
housing starts grew 10.8% during 2015, while existing home sales
and new home sales were up 6.5% and 14.6%, respectively.

Sparked by a slightly faster growing economy, the housing recovery
is expected to continue in 2016. Although interest rates are likely
to be higher, a more robust economy, healthy job creation and
further moderation in lending standards should stimulate housing
activity. Single-family starts should improve 11.5% and multifamily
volume gains 6.3%. New and existing home sales should increase
14.6% and 4%, respectively.

Average and median home prices should rise 2%-2.5%.

Challenges remain, including the potential for higher interest
rates, and continued restrictive credit qualification standards.

LIQUIDITY/DEBT

The company's homebuilding operations ended fiscal 2015 with $893.4
million in unrestricted cash and equivalents. Homebuilder debt
totaled $5 billion as of Nov. 30, 2015, up from $4.7 billion at
fiscal year-end 2014.

At Nov. 30, 2015, Lennar had a $1.6 billion unsecured revolving
credit facility (including up to $500 million for letters of
credit) that matures in June 2019. As of Nov. 30, 2015, there were
no borrowings under the credit facility. Also, the company had $315
million of letter of credit facilities with different financial
institutions.

Lennar's debt maturities are well-laddered, with 17.2% of its debt
maturing through 2017.

Debt leverage (debt/EBITDA) was roughly 3.7x at the end of 2015
compared with 4.0x at the conclusion of 2014. EBITDA-to-interest
expense rose from 4.3x during 2014 to 4.7x in 2015. Fitch expects
further improvement in these credit metrics this year.

HOMEBUILDING

The company was the second largest homebuilder in 2014 and
primarily focuses on entry-level and first-time move-up homebuyers.
In 2015, approximately 25% of sales were to the first time buyer,
half to first time move up customers and the balance was a mix of
second time move up, luxury and active adult. The company builds in
17 states with particular focus on markets in Florida, Texas and
California. Lennar's significant ranking (within the top five or
top 10) in many of its markets, its largely presale operating
strategy, and a return on capital focus provide the framework to
soften the impact on margins from declining market conditions.
Fitch notes that in the past, acquisitions (in particular,
strategic acquisitions) have played a significant role in Lennar's
operating strategy.

As the cycle matures, Lennar is pivoting to a lighter land position
and plans to reduce the number of years of land owned. It will
shorten the tail of new land buys to 3-4 years. The company will
endeavor to utilize rolling options and deferred take downs with
sellers and land developers. Lennar will sell non-core holdings of
land.

Compared to its peers, Lennar has had above-average exposure to
joint ventures (JVs) during this past housing cycle. Longer-dated
land positions are controlled off balance sheet. Lennar has
substantially reduced its number of JVs over the last nine years
(from 270 at the peak in 2006 to 34 at year-end 2015, of which
three had recourse debt, seven had non-recourse debt and 24 had no
debt). As a consequence, the company has very sharply lowered its
JV recourse debt exposure from $1.76 billion to $11 million as of
Nov. 30, 2015. In the future, management will still be involved
with partnerships and JVs, but there will be fewer of them and they
will be larger, on average, than in the past.

INVENTORY

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow. In 2010, the company started to rebuild its
lot position and increased land and development spending.
Approximately $1.4 billion was expended on land and $1.1 billion on
development in 2014. In 2015, the company spent about $1.38 billion
on land and $1.15 billion on development activities. Fitch expects
that total real estate spending in 2016 could be flat to slightly
lower this year.

The company was less cash flow negative in the last two years -
$788.5 million in 2014 and $419.6 million in 2015 - than in 2013
($807.7 million). The company could be cash flow positive in 2016.


Fitch is comfortable with this real estate strategy given the
company's cash position, debt maturity schedule, proven access to
the capital markets and willingness to quickly put the brake on
spending as conditions warrant.

ANCILLARY BUSINESSES

Lennar has financial services operations that provide mortgage
financing, title and other insurance and closing services. Lennar
has also diversified its real estate activities beyond traditional
residential single-family construction to include commercial real
estate investment management and financing (Rialto), multifamily
construction and large scale master-planned communities (FivePoint
Communities). During 2015, these segments generated roughly 10% of
consolidated operating earnings (before corporate general and
administrative expenses).

KEY ASSUMPTIONS

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


-- Industry single-family housing starts improve 11.5%, while new

    and existing home sales grow 14.6% and 4%, respectively, in
    2016;

-- The company's debt/EBITDA approximates 3.0x (or lower) and
    interest coverage is above 6.0x by year-end 2016;

-- Land and development spending is flat to slightly lower this
    year;

-- The company maintains an adequate liquidity position (well
    above $500 million) with a combination of unrestricted cash
    and revolver availability.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Fitch would consider taking positive rating action if the recovery
in housing accelerates and Lennar shows steady improvement in
credit metrics (such as debt-to-EBITDA leverage consistently less
than 3x), while maintaining a healthy liquidity position (in excess
of $1 billion in a combination of cash and revolver availability)
and begins generating positive cash flow from operations starting
in 2016 as it moderates its land and development spending.

Conversely, negative rating actions could occur if the recovery in
housing dissipates and Lennar maintains an overly aggressive land
and development spending program. This could lead to sharp declines
in profitability, consistent and significant negative quarterly
cash flow from operations, higher leverage and meaningfully
diminished liquidity position (below $500 million).

FULL LIST OF RATINGS

Fitch currently rates Lennar Corp. as follows:

-- Long-term IDR 'BB+';
-- Senior unsecured debt 'BB+/RR4';
-- Unsecured revolving credit facility 'BB+/RR4'.

The Rating Outlook is Positive.

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs to issuers with IDRs in the
'BB' category. The Recovery Rating of '4' for Lennar's unsecured
debt supports a rating of 'BB+', and reflects average recovery
prospects in a distressed scenario.



MAGNUM HUNTER: Ch. 11 Plan Goes to March 31 Confirmation Hearing
----------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter Resources Corporation, et al.'s Second Amended Joint Chapter
11 Plan of Reorganization and scheduled the confirmation hearing
for March 31, 2016, at 11:00 a.m., prevailing Eastern time.

The Debtors will assume or reject any executory contract to which
Eureka Hunter Holdings, LLC, or any of its wholly-owned
subsidiaries are a party by filing a motion or initiating any other
appropriate proceeding no later than 14 days prior to the
Confirmation Hearing.  North Haven Infrastructure Partners II
Buffalo Holdings LLC and Eureka reserve all rights to contest or
object to any decision of any executory contract to which they are
a party.

           Noteholders Object to Confirmation Deadlines

The Ad Hoc Group of Equity Holders asserts that the Court should
not require the unnecessarily compressed schedule under the
circumstances of the Debtors' bankruptcy cases.  The Noteholders
argue that the valuation issues in the cases are particularly
complex because of the size of the cases and the highly technical
and specialized nature of the Debtors' business.  Discovery,
according to the Noteholders, is necessary and a reasonable
assessment will require significant work by financial analysts.  A
valuation challenge simply cannot be accomplished in the compressed
Confirmation Schedule, the Noteholders complain.

The deadline for filing objections to the Plan is March 28.  Prior
to the Confirmation Hearing, the Debtors, the Official Committee of
Unsecured Creditors, and the Backstoppers, on the one hand, and the
Noteholders, on the other hand, will produce and exchange expert
reports and documents relating to the Plan.  The Court will convene
on March 29 a pre-trial status conference to address any issues
that may remain outstanding.

The Noteholders are represented by:

         Jamie L. Edmonson, Esq.
         Daniel A. O'Brien, Esq.
         VENABLE LLP
         1201 N. Market St., Suite 1400
         Wilmington, DE 19801
         Tel: (302) 298-3535
         Fax: (302) 298-3550
         Email: jledmonson@Venable.com
                dao'brien@Venable.com

                        About Magnum Hunter

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

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

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

The Debtors disclosed $1,592,735,153 in assets and $1,099,500,655
in liabilities, with $680,208,902 in unsecured nonpriority claims
and $419,291,752 in secured claims.


MAGNUM HUNTER: Wants Until July 12 to Remove Actions
----------------------------------------------------
Magnum Hunter Resources Corporation, et al., ask the U.S.
Bankruptcy Court for the District of Delaware to extend until July
12, 2016, the period within which they may remove actions pursuant
to 28 U.S.C. Section 1452 and Rule 9027 of the Federal Rules of
Bankruptcy Procedure.

The Debtors need more time to analyze actions, wells as any proofs
of claim to determine whether they will seek to remove any actions.
The Debtors are involved in actions in a number of jurisdictions,
including West Virginia, Ohio and Kentucky.  The actions involve a
variety of types of cases, including tort and contract disputes.

The Debtors are represented by:

         Laura Davis Jones, Esq.
         Colin R. Robinson, Esq.
         Joseph M. Mulvihill, Esq.
         PACHULSKI STANG ZIEHL &JONES LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE 19899-8705 (Courier 19801)
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mails: lj ones@pszj law.com
                  crobinson@pszj law.com
                  jmulvihill@pszjlaw.com

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

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

                        About Magnum Hunter

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

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

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

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


MALIBU LIGHTING: Court Approves $3.29-Mil. Inventory Sale
---------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware approved the Asset Purchase Agreement executed between
debtors Outdoor Direct Corporation and Malibu Lighting Corporation
and Sears Holdings Management Corp.  The APA is for the sale of
acquired inventory free and clear of all liens, claims, rights,
encumbrances and other interests, for the price of $3,287,000.  A
full-text copy of the Court's Order, dated Feb. 10, 2016, is
available at http://is.gd/Epxtrr

                            Objections

Shanghai Hailian Electric Tools Co., Ltd., ("SHETC") did not object
to the sale by the Debtors of the inventory stored in their
warehouses through the approved sale process.  SHETC, however,
objected to the distribution of the sale proceeds pending a
determination of SHETC's and debtor Malibu Lightning Corporation's
("MLC") respective rights, title and interest in the inventory
manufactured and shipped by SHETC to MLC in 2015 which is stored in
MLC's warehouses located in Kosciusko, Mississippi and Memphis,
Tennessee.

Bank of America, N.A., contended that the acquired inventory owned
by debtor Outdoor Direct Corporation ("ODC") constitutes Collateral
and is subject to Bank of America's security interests.  BofA
objected to the Debtor's Motion to the extent that the order
approving the Sale Motion does not provide for disbursement of the
net proceeds of the ODC Inventory to Bank of America at Closing.
Bank of America reserved its right to approve the sale of the ODC
Inventory.

Judge Gross took the objections made by SHETC and Bank of America
into consideration and held that the net proceeds from the sale of
ODC's Acquired Inventory shall be indefeasibly paid to Bank of
America. Judge Gross further held that the sum of $255,764 out of
the net proceeds of the sale of MLC's Acquired Inventory ("Hailan
Reserved Funds") will be reserved and segregated by the Debtors as
such proceeds are released to the Debtors.  Judge Gross added that
the Hailan Reserved Funds will remain subject to the liens, claims
and interests of SHETC and Comerica Bank, with such liens, claims
and interests attaching to the Hailian Reserved Funds with the same
validity and priority to which such liens, claims and interests are
entitled as of the Closing Date.

Shanghai Hailian Electric Tools Co., Ltd., is represented by:

          John H. Strock, Esq.
          FOX ROTHSCHILD LLP
          919 N. Market Street, Suite 1300
          Wilmington, DE 19801-3046
          Telephone: (302)654-7444
          Facsimile: (302)656-8920
          E-mail: jstrock@foxrothschild.com

                    - and -

          James S. Brouner, Esq.
          12770 Coit Road, Suite 541
          Dallas, TX 75251
          Telephone: (972)628-4902
          Facsimile: (972)628-4905
          E-mail: brounerj@earthlink.net

Bank of America, N.A., is represented by:

          Kathleen A. Murphy, Esq.
          BUCHANAN INGERSOLL & ROONEY PC
          919 N. Market Street, Suite 1500
          Wilmington, DE 19801
          Telephone: (302)552-4200
          E-mail: kathleen.murphy@bipc.com

                    - and -

          David M. Unseth, Esq.
          BRYAN CAVE LLP
          One Metropolitan Square
          211 North Broadway, Suite 3600
          St. Louis, MO 63102
          Telephone: (314)259-2000
          E-mail: dmunseth@bryancave.com

                About Malibu Lighting Corporation

Malibu Lighting Corporation, Outdoor Direct Corporation, National
Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit
Corporation, Treasure Sensor Corporation and Stubbs Collections
Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead
Case No. 15-12080) on Oct. 8, 2015.  The petitions were signed by
David M. Baker as chief restructuring officer.  Judge Kevin Gross
is assigned to the cases.

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

MLC was a manufacturer and supplier of outdoor and landscape
lighting products, such as solar and low voltage lights and home
security lights, including the parts and accessories associated
with these products.

ODC was a manufacturer and supplier of a variety of consumer
goods, including (a) outdoor cooking products, such as outdoor gas
grills, charcoal grills, smokers and fryers, (b) hand held lighting
products, such as flashlights and spotlights, (c) landscape
lighting products, and (d) parts and accessories associated with
the foregoing products.

MLC and ODC are currently winding down operations as a result of
the termination of a business relationship with principal customer,
Home Depot.

NCOC is a manufacturer and supplier of both branded and private
label pet bedding and pet accessory products.  NCOC manufactures
beds, accessories, and deodorizers for dogs as well as beds,
scratching posts, and toys for cats.  In addition, NCOC markets and
sells boat covers manufactured primarily from Chinese suppliers.

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


MASSILLON, OH: Moody's Affirms 'Ba1' GOLT Debt Rating
-----------------------------------------------------
Summary Rating Rationale

Moody's Investors Service has affirmed the underlying rating on
Massillon, OH's general obligation limited tax (GOLT) debt at Ba1.
Concurrently, Moody's has revised the outlook to positive from
stable.

The Ba1 rating reflects the city's improved general fund position
following the designation of fiscal emergency by the state and
partial progress on implementation of the city's financial recovery
plan. The rating additionally reflects the city's moderately-sized
tax base; below average socioeconomic profile; modest debt burden;
and above average exposure to unfunded pension liabilities.

Rating Outlook

Positive outlook reflects our expectation that the city's financial
position will continue to improve given additional revenue
enhancements and expenditure reductions available through a
potential income tax increase and elimination of minimum staffing
provisions.

Factors that Could Lead to an Upgrade

Improvement of socioeconomic indices

Demonstrated trend of balanced operations

Substantial increases in General Fund reserves

Factors that Could Lead to a Downgrade

Significant declines in the local economy and tax base
resulting in decreased income  tax revenues

Return to imbalanced operations and General Fund balance deficits

Failure to pay contractually required payments
such debt service, pension, and payroll

Legal Security

Debt service on the city's GOLT debt is secured by the city's
general revenues and taxing authority, subject to Ohio's statutory
10-mill limitation.

Use of Proceeds

Not applicable.

Obligor Profile

The City of Massillon is located 25 miles south of Akron covering
19.4 square miles. The city's population is 32,149.


MEG ENERGY: Moody's Cuts Corporate Family Rating to 'Caa2'
----------------------------------------------------------
Moody's Investors Service, downgraded MEG Energy Corp.'s (MEG)
Corporate Family Rating (CFR) to Caa2 from B1, Probability of
Default Rating to Caa2-PD from B1-PD, secured bank credit facility
rating to B3 from Ba2 and senior unsecured notes rating to Caa3
from B2. The Speculative Grade Liquidity Rating was lowered to
SGL-2 from SGL-1. The rating outlook is negative. This action
resolves the review for downgrade that was initiated on January 21,
2016.

"The downgrade reflects the material decline in MEG's cash flows
expected in 2016 and 2017, which will result in very weak leverage
and coverage metrics," said Paresh Chari, Moody's Analyst.

Downgrades:

Issuer: MEG Energy Corp.

-- Probability of Default Rating, Downgraded to Caa2-PD from B1-
    PD

-- Corporate Family Rating, Downgraded to Caa2 from B1

-- Senior Secured Bank Credit Facility, Downgraded to B3(LGD2)
    from Ba2(LGD2)

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa3(LGD5) from B2(LGD5)

Outlook Actions:

Issuer: MEG Energy Corp.

-- Outlook, Changed To Negative From Rating Under Review

Ratings Lowered:

-- Speculative Grade Liquidity Rating, Lowered to SGL-2 from
    SGL-1

RATINGS RATIONALE

MEG's Caa2 Corporate Family Rating (CFR) reflects very weak
expected leverage metrics (debt to EBITDA exceeding 20x in 2016 and
2017, negative retained cash flow/debt) and EBITDA/interest
coverage (well below 1x). While MEG has substantial reserves in key
productive areas of the Athabasca oil sands region, it is
uneconomic at the current oil price. The rating favorably
recognizes MEG's good liquidity position for 2016.

The SGL-2 Speculative Grade Liquidity Rating reflects MEG's good
liquidity through 2016. As of September 30, 2015 and pro forma the
December asset sale MEG had C$461 million of cash. Combined with an
undrawn US$2.5 billion revolving credit facility, which matures in
2019, MEG will have ample liquidity to cover Moody's expected
negative free cash flow of about C$325 million through 2016. MEG
has no financial covenants and good sources of alternate liquidity
through its ability to monetize its 50% ownership in the Access
pipeline or other midstream assets.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the US$1.3 billion secured term loan, is rated B3, two notches
above the Caa2 CFR, reflecting the loss absorption cushion provided
by the lower ranking unsecured notes. The US$750 million, US$800
million and the US$1 billion senior unsecured notes are rated Caa3,
one notch below the CFR.

The negative outlook reflects Moody's view that MEG's capital
structure is untenable and will remain so for the next few years.

The rating could be upgraded to Caa1 if EBITDA to interest is above
1.5x and liquidity is adequate.

The rating could be downgraded to Caa3 if liquidity is likely to
weaken.

MEG is a publicly-listed Calgary, Alberta based
steam-assisted-gravity-drainage oil sands developer and operator
that produces over 80,000 bbls/day of bitumen.


METROPOLITAN AUTOMOTIVE: US Trustee Forms 7-Member Creditors Panel
------------------------------------------------------------------
Peter C. Anderson, U.S. Trustee for Region 16, has appointed seven
creditors of Metropolitan Automotive Warehouse, Inc., to serve on
the official committee of unsecured creditors.

The unsecured creditors are:

     (1) Dorman Products, Inc.
         Thomas Knoblauch
         Tel: (215) 712-5222
         3400 E. Walnut Street
         Colmar, PA 18915

     (2) Standard Motor Products
         James Stewart
         Tel: (972) 316-8136
         1801 Waters Ridge Drive
         Lewisville, TX 75057

     (3) Motorcar Parts of America, Inc.
         Michael Umanskey
         Tel: (310) 972-4015
         2929 California Street
         Torrance, CA 90503

     (3) Dayco Products, LLC
         Steven Keller
         Tel: (248) 971-1711
         1650 Reasearch Drive, Suite 200
         Troy, MI 48083

     (4) Tenneco Automotive Operating Co. Inc.
         Jason Borgardt
         Tel: (847) 482-5404
         500 N. Field Drive
         Lake Forest, IL 60045

     (5) Cardone Industries
         John Brawner
         Tel: (215) 912-3801
         5501 Whitaker Avenue
         Philadelphia, PA 19124

     (6) East Penn Mfg. Co. Inc.
         Robert Bashore
         Tel: (610) 682-6361
         P.O. Box 147
         102 Deka Road
         Lyon Station, PA 19536

                  About Metropolitan Automotive

Metropolitan Automotive Warehouse, Inc., filed a Chapter 11
bankruptcy petition (Bankr. C.D. Cal. Case No. 16-10096) on Jan.
6, 2016.  The petition was signed by Ron Turner, the president.

The Debtor has estimated assets in the range $10 million to $50
million and estimated liabilities of $50 million to $100 million.
Winthrop Couchot Professional Corporation serves as the Debtor's
counsel.  Judge Wayne E. Johnson has been assigned the case.

Metropolitan Automotive Wholesale, Inc., is a family-owned Southern
California-based business, distributing automotive aftermarket
parts for the last 60 years, with operations in Southern California
and Central California.  The Debtor distributes aftermarket
automotive parts to retail stores and also sells to and fulfills
orders for various e-commerce customers.

Star Auto Parts, Inc., a wholly-owned subsidiary of the Debtor, is
a Southern California based retailer of aftermarket parts.  Star
sells aftermarket automotive parts directly to repair facilities
also known as the "Do-it-for-Me" channel, end users, also known as
the "Do-it-Yourself" channel, and businesses which own and operate
vehicle fleets.  The Debtors employ approximately 1,000 persons.


MGIC INVESTMENT: S&P Raises Sr. Unsecured. Debt Rating to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
financial strength and long-term counterparty credit ratings on
MGIC Investment Corp.'s core operating subsidiaries to 'BBB' from
'BB+'.  At the same time, S&P raised its unsolicited senior
unsecured debt issue and counterparty credit rating on MGIC
Investment Corp. to 'BB' and S&P's junior subordinated debt rating
to 'B+'.  The outlook is stable.

The upgrade of MGIC Investment Corp. and its core operating
subsidiaries Mortgage Guaranty Insurance Corp. and MGIC Indemnity
Corp. (collectively MGIC) reflects the company's continued
improvement in operating performance, directly affecting its
statutory capitalization and generally accepted accounting
principles (GAAP) financial flexibility metrics, such as financial
and debt leverage and EBITDA fixed-charge coverage.

Through year-end 2015, MGIC maintained its market position among
legacy mortgage insurers while growing its new insurance written to
$43.0 billion.  This was in the face of competitive headwinds from
new entrants and other legacy insurers that have proven to be
enigmatic in various product-pricing initiatives, making an effort
to attract new business and overall share in the market.  The
company through Dec. 31, 2015, continued to grow its earnings base,
reporting GAAP adjusted EBIT of $528 million primarily driven by
lower claim rates on new and previously delinquent mortgages.
During this same time, total delinquencies in the portfolio
decreased to just about 6.3% from 8.35%, showcasing improvement in
its insurance in force, which S&P expects to continue.

The stable outlook on MGIC Investment Corp. and its core operating
subsidiaries reflect S&P's view of continued improvement in the
overall balance sheet and earnings fundamentals of the
organization.  S&P believes through year-end 2016, the consolidated
group will continue to strengthen its earnings profile as a result
of low delinquency and cure rates and lower loss ratios from
historic crisis levels.  This increase in continued profitability
will directly improve its capitalization and financial flexibility
as the company continues to accrue net worth that will improve
these ratios.

S&P could lower the rating on MGIC's operating subsidiaries if the
consolidated enterprise were to exhibit deterioration in its
operating performance metrics and capitalization that would remain
unsustainable through the outlook period.  S&P also could revise
its view on MGIC if the company's financial leverage were to
deteriorate to more than 45%, with fixed-charge coverage metrics
less than 2.0x consistently.  S&P could also consider revising its
rating if the company were to begin writing additional business at
higher risk attributes (as measured by less-stringent underwriting
standards, higher loan-to-value ratios, lower FICO score business,
or risk layering), making it difficult for S&P to determine the
longer-term profitability of these actions to gain additional
market share.

S&P could raise the ratings on MGIC and its operating subsidiaries
if the company were to exhibit continued progression and
sustainability in its financial performance and capitalization.


MILLENNIUM LAB: 3rd Cir. Denies Direct Appeal by ISL Loan Trust
---------------------------------------------------------------
Circuit Judge D. Michael Fisher of the U.S. Court of Appeals for
the Third Circuit on Feb. 24, 2016, denied a petition by ISL Loan
Trust seeking permission to appeal pursuant to 28 U.S.C. Sec. Sec.
158(d)(2), from a bankruptcy court ruling in the Chapter 11 case of
Millennium Lab Holdings II, LLC, et al.

28 U.S.C. 158(d)(2)(A) allows direct appeals from bankruptcy courts
to the circuit courts of appeals in limited circumstances.

Bankruptcy Judge Laurie Selber Silverstein in December 2015 entered
an order confirming Millennium Lab Holdings II, LLC, et al.'s
Prepackaged Joint Chapter 11 Plan of Reorganization.  The Opt-Out
Lenders did not object to the settlements contained in the Plan,
but did object to the third party releases.  They asserted that
they have meritorious claims against the Debtors' former equity
holders and two corporate executives that are the beneficiaries of
third party releases.  These claims are set forth in a complaint
filed on Dec. 9, 2015, in the United States District Court for the
District of Delaware, styled ISL Loan Trust v. TA Associates
Management, L.P., No. 15-01138 (GMS) (D. Del. Dec. 9, 2015).
Objections by the Opt-Out Lenders were overruled and the Plan was
confirmed.

The Opt-Out Lenders have appealed the Plan Confirmation Order.  On
Jan. 12, 2016, the Opt-Out Lenders obtained from the Bankruptcy
Judge a direct certification of the plan confirmation order to the
Third Circuit.  A copy of the memorandum opinion is available at
http://is.gd/xsbyMYfrom Leagle.com

Millennium Lab Holdings II, LLC, Debtor, is represented by Ryan M.
Bartley, Esq. -- rbartley@ycst.com -- Young Conaway Stargatt &
Taylor, LLP, Anthony W. Clark, Esq. -- anthony.clark@skadden.com --
Skadden Arps Slate Meagher & Flom LLP, Raquelle L. Kaye, Esq. --
raquelle.kaye@skadden.com -- Skadden Arps Slate Meagher & Flom LLP,
Matthew N Kriegel, Esq. -- matthew.kriegel@skadden.com -- Skadden,
Arps, Slate, Meagher & Flom LLP, Jason M. Liberi, Esq. --
jason.liberi@skadden.com -- Skadden, Arps, Slate, Meagher & Flom
LLP, Pauline K. Morgan, Esq. -- pmorgan@ycst.com -- Young Conaway
Stargatt & Taylor, LLP, Felicia Gerber Perlman, Esq. --
felicia.perlman@skadden.com -- Skadden, Arps, Slate, Meagher &
Floam LLP, Kenneth S. Ziman, Esq. -- kenneth.ziman@skadden.com --
Skadden, Arps, Slate, Meagher & Flom LLP.

                    About Millennium Lab

Millennium Lab Holdings II, LLC, Millennium Health, LLC and
Rxante, LLC, providers of laboratory-based diagnostic testing
focused on drugs of abuse and clinical medication monitoring,
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
15-12284, 15-12285 and 15-12286, respectively) on Nov. 10, 2015.
The Debtors estimated assets in the range of $100 million to $500
million and liabilities of more than $1 billion.

Judge Laurie Selber Silverstein has been assigned the cases.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel; Young Conaway Stargatt & Taylor, LLP as conflicts
counsel; Lazard Freres & Co., LLC, as investment banker; Alvarez &
Marsal as financial advisor; and Prime Clerk LLC as claims and
noticing agent.


MOLYCORP INC: Committee Can Hire Paliare Roland as Canadian Counsel
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Molycorp, Inc., et al., to retain Paliare Roland Rosenberg
Rothstein LLP as its Canadian counsel effective as of Jan. 25,
2016.

Paliare is expected to:

   a. provide services as an expert with respect to the Canadian
Law Challenges;

   b. to advise the Committee with regard to the merits of the
Canadian Law Challenges; and

   c. in each of cases (a) and (b) in a manner that avoids
unnecessary duplication of the work of any other advisor to the
Committee.

The attorneys and paralegals designated to represent the Committee
and their standard hourly rates are:

         Hon. Stephen Goudge                    $900
         Massimo Starnino                       $650

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

The Committee stated that Paliare has filed fee applications in
compliance with the Appendix A Guidelines adopted by the Executive
Office for United States Trustees.

                 Oaktree's Reservation of Rights

OCM MLYCo CTB Ltd. (Oaktree) submitted a reservation of rights with
respect to the Committee's application to retain Paliare as its
Canadian counsel.

In its application, the Committee sought authorization to retain
and employ Paliare as Canadian counsel to assist it in the
prosecution of the Canadian Law Challenges.  Oaktree filed the
limited reservation of rights statement to reiterate Oaktree's
belief that there are likely no unencumbered assets from which the
counsel's fees and expenses may be paid and is concerned that if
Paliare is retained, the retention will generate litigation in the
future as to the permissible sources of its remuneration, with the
attendant additional administrative expenses that the Debtors'
estates can ill afford.

The firm may be reached at:

          Massimo Starnino, Esq.
          PALIARE ROLAND ROSENBERG ROTHSTEIN LLP
          Email: max.starnino@paliareroland.com

                       About Molycorp, Inc.

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare      

earths and rare metals producer.  Molycorp owns several prominent
rare earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.

Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.

Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners, LLP.  Jones Day and Young, Conaway, Stargatt &
Taylor LLP act as legal counsel to the Company in this process.
Prime Clerk serves as claims and noticing agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.  Ashby & Geddes,
P.A., and Paul Hastings LLP serves as its counsel.  Paliare Roland
Rosenberg Rothstein serves as its Canadian counsel.  PJT Partners
LP serves as its investment banker.  

                            *     *     *

The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing to consideration confirmation of Molycorp, Inc., et al.'s
Plan, including the approval of the sale of substantially all of
the Debtors' assets pursuant to the Plan, on March 28, 2016, 10:00
a.m., Eastern Time.

Judge Christopher Sontchi in Delaware approved the disclosure
statement explaining the Debtors' Plan on Jan. 20, 2015, after the
Debtors revised the Disclosure Statement to incorporate certain
modifications directed by the Court during the Jan. 14 hearing.

The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.


MOLYCORP INC: PJT Partners OK'd Committee's Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Molycorp, Inc., et
al., to assume the engagement letter among the Company, the
Committee, Paul Hastings LLP, as counsel to the Committee, and
Blackstone Advisory Partners L.P., and assign the engagement to PJT
Partners LP.  The Court also authorized the Committee to retain PJT
as its investment banker.

On October 7, 2014, the Board of Directors of Blackstone's general
partner approved a plan to spin off its financial and strategic
advisory services, restructuring and reorganization advisory
services and Park Hill fund placement businesses, and to combine
these businesses with an independent financial advisory firm
founded by Paul J. Taubman, to form PJT Partners Inc.  Upon the
consummation of the transaction, Blackstone's restructuring and
reorganization advisory group became a part of PJT and Blackstone's
restructuring professionals become employees of PJT.

As of October 1, 2015, Blackstone and PJT entered into an
assignment agreement, pursuant to which PJT will benefit from all
of the rights, and assume and undertake to perform all obligations,
of Blackstone under the engagement letter.  The Company and the
Committee have expressly consented to the Assignment Agreement.

The Assignment Agreement provides that PJT will benefit from all of
the rights of Blackstone under the Engagement Letter, including the
compensation and expense reimbursement arrangements and the
indemnification rights.

The Committee assures the Court that PJT is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                       About Molycorp, Inc.

Molycorp Inc. -- http://www.molycorp.com/-- is a global rare      

earths and rare metals producer.  Molycorp owns several prominent
rare earth processing facilities around the world.  It has a
workforce of 2,530 employees at locations on three continents.
Molycorp's Mountain Pass Rare Earth Facility in San Bernadino
County, California, is home to one of the world's largest and
richest deposits of rare earths.

Molycorp has corporate offices in the United States, Canada and
China.  CEO Geoffrey R. Bedford, and other senior management
members are located in Molycorp's corporate offices in Toronto,
Canada.  Other senior management members are located at its U.S.
corporate headquarters in Greenwood Village, Colorado.

Molycorp reported a net loss of $623 million in 2014, a net loss
of $377 million in 2013 and a net loss of $475 million in 2012.

As of March 31, 2015, the Company had $2.49 billion in total
assets, $1.78 billion in total liabilities and $709 million in
total stockholders' equity.

Molycorp and its North American subsidiaries, together with
certain of its non-operating subsidiaries outside of North
America, filed Chapter 11 voluntary petitions in Delaware (Bankr.
D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching
agreement with a group of lenders on a financial restructuring.
The Chapter 11 cases of Molycorp and 20 affiliated debts are
pending before Judge Christopher S. Sontchi.

The agreement provides for a financial restructuring of the
Company's $1.7 billion in debt and provides up to $225 million in
gross proceeds in new financing to support operations while the
Company completes negotiations with creditors.

The Company's operations outside of North America, with the
exception of non-operating companies in Luxembourg and Barbados,
are excluded from the filings.  Molycorp Rare Metals (Oklahoma),
LLC, with operations in Quapaw, Oklahoma, also is excluded from
the filings as it is not 100% owned by the Company.

Molycorp is being advised by the investment banking firm of Miller
Buckfire & Co. and is receiving financial advice from
AlixPartners, LLP.  Jones Day and Young, Conaway, Stargatt &
Taylor LLP act as legal counsel to the Company in this process.
Prime Clerk serves as claims and noticing agent.

Secured creditor Oaktree Capital Management L.P., consented to the
use of cash collateral and to extend postpetition financing.

On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case
of Molycorp Inc. appointed eight creditors of the company to serve
on the official committee of unsecured creditors.  Ashby & Geddes,
P.A., and Paul Hastings LLP serves as its counsel.  Paliare Roland
Rosenberg Rothstein serves as its Canadian counsel.  PJT Partners
LP serves as its investment banker.  

                            *     *     *

The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing to consideration confirmation of Molycorp, Inc.,
et al.'s Plan, including the approval of the sale of substantially
all of the Debtors' assets pursuant to the Plan, on March 28, 2016,
10:00 a.m., Eastern Time.

Judge Christopher Sontchi in Delaware approved the disclosure
statement explaining the Debtors' Plan on Jan. 20, 2015, after the
Debtors revised the Disclosure Statement to incorporate certain
modifications directed by the Court during the Jan. 14 hearing.

The Plan contemplates two possible outcomes: (1) the sale of
substantially all of the Debtors' assets if certain conditions set
forth in the Plan are satisfied and (2) (a) the sale of the assets
associated with the Debtors' Mountain Pass mining facility in San
Bernardino County, California; and (b) the stand-alone
reorganization around the Debtors' other three business units.


MUSCLEPHARM CORP: Reports Selected Preliminary Q4 2015 Results
--------------------------------------------------------------
MusclePharm Corporation announced selected preliminary financial
results for the fourth quarter ended Dec. 31, 2015.

  * Net revenue of approximately $41 million, an increase of
    approximately $7 million compared to $34 million for the third
    quarter 2015, or 21% increase sequentially quarter-over-
    quarter and an increase of approximately $8 million compared
    to $32.7 million for the fourth quarter 2014, or 26% increase
    year-over-year.

  * Gross margin increased to approximately 35% an increase of
    approximately 4 percentage points compared to 31% for the
    third quarter 2015, and an increase of approximately 12
    percentage points compared to 23% for the fourth quarter 2014.

  * Supply chain improvement: fill rates increased to
    approximately 85%, compared to 55%, sequentially quarter-over-
    quarter.

"We are pleased with the results of our business in the fourth
quarter and the positive momentum we have built in revenue, gross
margins, and supply chain improvements," said Ryan Drexler,
MusclePharm's chairman.  "I am pleased to see improved stability in
the business, as we continue to build a sustainable and profitable
business. We are building strong relationships with our key
partners, in both the supply chain as well as our retailers that we
believe are making the business stronger and healthier.  We remain
committed to acting in the best interest of our shareholders and
maximizing shareholder value."

Recent Highlights

  * Executed a $10 million financing with Prestige Capital on
    Jan. 11, 2016, to address liquidity concerns.

  * Launched MusclePharm Combat 100% Whey in December 2015, an
    ultra-premium blend containing 100% whey protein developed to
    support lean muscle maintenance and nutrient replenishment,   

    fueling muscle recovery and performance.

  * Announced exploration of selling subsidiary Biozone
    Laboratories.

                       About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.

As of Sept. 30, 2015, the Company had $62.2 million in total
assets, $67.8 million in total liabilities and a $5.54 million
total stockholders' deficit.


NAVISTAR INTERNATIONAL: To Present Q1 Results on March 8
--------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2016 first quarter financial results on Tuesday, March
8th.  A live web cast is scheduled at approximately 9:00 a.m.
Eastern.  Speakers on the web cast will include Troy Clarke,
president and chief executive officer and Walter Borst, executive
vice president and chief financial officer, and other company
leaders.

The web cast can be accessed through a link on the investor
relations page of Company's web site at
http://www.navistar.com/navistar/investors/webcasts. Investors are
advised to log on to the Web site at least 15 minutes prior to the
start of the web cast to allow sufficient time for downloading any
necessary software.  The web cast will be available for replay at
the same address approximately three hours following its
conclusion, and will remain available for a period of at least 12
months.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.navistar.com/-- is a holding company whose             

subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $619 million for the year ended Oct. 31, 2014, compared
to a net loss attributable to the Company of $898 million for the
year ended Oct. 31, 2013.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corp., including the
'B3' corporate family rating.  The ratings reflect Moody's
expectation that Navistar's successful incorporation of Cummins
engines throughout its product line up will enable the company to
regain lost market share, and that progress in addressing component
failures in 2010 vintage-engines will significantly reduce warranty
expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Navistar
International to 'CCC+' from 'B-'.  "The rating downgrades reflect
our increased skepticism regarding NAV's prospects for achieving
the market shares it needs for a successful business turnaround,"
said credit analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the issuer default ratings
for Navistar International at 'CCC' and removed the negative
outlook on the ratings.  The removal reflects Fitch's view that
immediate concerns about liquidity have lessened, although
liquidity remains an important rating consideration as NAV
implements its selective catalytic reduction engine strategy.


NEW PLAN: Fitch Affirms 'BB-' Rating on 2011 Revenue Bonds
----------------------------------------------------------
Fitch Ratings has affirmed its 'BB-' rating on these revenue bonds
issued by the Industrial Development Authority of the County of
Pima on behalf of the New Plan Learning, Inc. (NPL) Project:

   -- $32,575,000 educational facilities revenue bonds, series
      2011A;
   -- $330,000 educational facilities revenue bonds, taxable
      series 2011B.

The Rating Outlook is Negative.

                             SECURITY

The bonds are secured by the gross revenues of NPL and primarily
comprise lease payments from four participant charter schools
located in Illinois and Ohio.  The source of repayment is a
several, not joint, obligation of the four bond schools.  Lease
payments are sized to exceed each schools' allocated portion of
debt service and to meet 120% of maximum annual debt service
(MADS).  A mortgage is provided on each participant's school
facility.

                        KEY RATING DRIVERS

EXTERNAL RISKS DRIVE OUTLOOK: The Negative Outlook primarily
reflects uncertainty regarding a federal investigation into Concept
Schools, the schools' charter management organization.
Additionally, funding for the largest charter school participant
comes from the Chicago Public Schools (CPS; revenue bonds rated
'B+'/Outlook Negative) and indirectly from the state of Illinois,
both of which are under financial stress.

STABLE BUT WEAK FINANCIAL PROFILES: The 'BB-' rating for NPL's
series 2011 bonds reflects the mostly speculative-grade credit
profiles of the participant schools, including uneven operating
performance, very weak balance sheet cushions, and high debt
burdens, despite satisfactory debt service coverage.

STRUCTURE PROVIDES COVERAGE CUSHION: The transaction's required
reserves and participant annual lease payments, which are allocated
in excess of debt service, as well as access to other available
funds of NPL, provide incremental credit strength to augment what
Fitch considers the weakest credit profile within the pool of four
participants.  Each school's standalone credit metrics reflect
varying but generally speculative-grade credit characteristics.

MIXED ENROLLMENT TRENDS: Enrollment trends vary at the four
participant schools, with 2015-2016 enrollment stable at two
schools but down at two schools.  Also, academic results for the
three Ohio schools weakened for the 2014/2015 academic year, which
Fitch understands was typical of all Ohio schools in the first year
of Common Core alignment.

                       RATING SENSITIVITIES

ENROLLMENT STABILITY: Due to New Plan Learning, Inc.'s reliance on
student-driven per pupil funding to support operations and meet
debt service obligations, the rating is highly sensitive to each of
the four pledged school's ability to maintain relatively stable
enrollment.

OUTCOME OF INVESTIGATION: If resolution of the ongoing federal
investigation into the broader Concept network results in
impairment of the schools' financial performance and/or demand, it
could result in negative rating action.

UNCERTAINTY In ILLINOIS: A reduction or material delay in the
funding for the largest charter school participant - Chicago Math
and Science Academy - from either the state of Illinois or Chicago
Public Schools (the authorizer) could negatively impact the rating
for the entire transaction.

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

                          CREDIT PROFILE

NPL was formed in 2005 by Concept to provide facilities for charter
schools administered and managed by Concept.  NPL is a separate
organization, with its own governing board.  Concept continues to
manage the four schools; its management practices have historically
driven strong academic outcomes and fiscal oversight at these and
its other charter schools.  The four bond schools together
currently enroll about 2,027 students in grades K-12.

The participant schools include Chicago Math and Science Academy
(CMSA), located in Chicago, IL; Horizon Science Academy (HSA)
Dayton, located in Dayton, OH; and HSA Springfield and HSA Toledo,
both located in Toledo, OH.  NPL leases charter school facilities
to the participants for which it receives lease rental payments
(from each school on a several basis).  Each payment is structured
so that the combined NPL payments cover debt service by 1.2x.

Fitch inquired about each school's charter status with its
respective authorizer and gained comfort that each of the schools
is generally viewed favorably by their respective authorizers and
is in compliance with the terms of their charters.  HSA Dayton's
charter was renewed in June 2015, and HSA Springfield's charter was
recently renewed, prior to its June 2016 expiration.

HSA Springfield only received a two-year renewal, which Fitch views
negatively; most renewals have been for five years.  The authorizer
reported that the shorter two-year charter term has more to do with
a new Ohio charter law that requires more authorizer oversight than
on HSA Springfield's operating or academic fundamentals.  The
current charter expiration dates for the four participants are as
follows: CMSA and HSA Toledo are June 2019; HSA Springfield is June
2018; HSA Dayton is June 2020.

                      EXTERNAL INVESTIGATION

In early 2014, HSA Dayton became the subject of investigations by
the Ohio state auditor and the Ohio Department of Education
regarding multiple allegations by former teachers accusing the
school of misconduct.  Both those investigations have publicly
concluded, with no evidence negative to Concept Schools.

Concept is still subject to a federal investigation into alleged
misuse of federal grant funds related to technology.  Concept
advised that it is cooperating fully with this investigation and
responding to all federal subpoenas or information requests.
Concept management advised that the timing of any outcome is
currently uncertain, but that as more information becomes
available, they believe there is no merit to the investigation.
Fitch will continue to monitor the situation.

While the Ohio investigations have concluded, Fitch believes the
uncertain impact of the ongoing federal investigation warrants a
continuation of the Negative Outlook.

            STABLE BUT STILL LIMITED FINANCIAL PROFILE

The financial performance of each individual participating school
determines the credit strength of the transaction to meet its lease
payments, and, therefore, its debt service obligations. Overall
debt service coverage was achieved again for fiscal 2015, and was
1.5x on a consolidated basis as calculated per the bond covenants.
All four schools covered their respective lease payments to NPL at
or above 1x from fiscal 2015 net available income.  Modest
improvement was largely due to stable enrollment and improved
per-pupil funding.

Performance was balanced on a cash-basis, and three of the four
schools generated positive GAAP-based operating margins in fiscal
2015.  Margins were: (0.7%) for HSA Springfield, 1.5% for HSA
Toledo, 3.3% for CMSA, and 1.3% for HSA Dayton.  The three Ohio
schools typically benefit from donations of a portion of their
management fee; without that donation, operations would have been
weaker.

CMSA's authorizer, CPS, has been under significant financial
stress.  CMSA reports that it has received its per pupil funding on
time to date in fiscal 2016.

The schools' balance sheet resources remain extremely weak and
limit the rating.  Available funds (AF, defined by Fitch as cash
and investments not restricted) at the four schools ranged from a
high of $1.16 million at CMSA as of June 30, 2015, to a low of
$8,000 at HSA Dayton.  The AF levels in the three Ohio schools
provided virtually no coverage of operating expenses and
outstanding debt, which Fitch considers a speculative-grade credit
characteristic.

AF ratios for CMSA were only slightly stronger at 16% of 2015
expenses and 9% of its proportion of debt. Of the $32.7 million of
outstanding series 2011 bonds, the share allotted to each school is
approximately: 38.7% to CMSA, 22.2% to HSA Dayton, 20.7% to HSA
Toledo, and 18.4% to HSA Springfield.

                         HIGH DEBT BURDENS

Further limiting the rating are the schools' high debt burdens,
which is typical of the charter school sector.  Pro forma MADS on
the series 2011 bonds is approximately $3.2 million, with a mostly
level amortization schedule through final maturity in 2041.  The
schools' MADS burdens are all high, measured as maximum lease
payment as a percent of operating revenue, ranged from a low of
10.7% for HSA Toledo to a high of 20% for HSA Dayton (the latter is
mitigated in part as the high school shares a facility with an
elementary school).

The series 2011 projects renovated and/or expanded the schools'
facilities.  At this time management reports no further debt plans,
which Fitch views as prudent given the lack of additional debt
capacity.

                    ADDITIONAL BOND PROVISIONS

Bond provisions for NPL are strong with multiple reserves providing
an excess cushion and a required NPL debt service coverage ratio of
1.2x.  Bondholders also have a security interest in NPL's gross
revenue fund in which the indenture requires NPL maintain no less
than 12% of aggregate corporate revenues (the definition for which
includes rents from non-financed schools).

Other reserves held by the trustee and available to cover debt
service include a bond revenue fund ($500,000) and a cash-funded
debt service reserve funded at MADS.  A capital and maintenance
operating fund is currently being replenished to its original size
of $1 million (the balance was $872,000 in January 2016), after
being used to expand the original HSA Toledo project.

All of the reserve balances are tested quarterly.  Diminishing
balances at the bond revenue fund, coupled with insufficient
balances at the NPL gross revenue fund, could result in a negative
rating action.  Replenishment of the various reserves is subject to
excess funds received from participant lease payments and would
only occur after satisfying debt service.


NGL ENERGY: Fitch Withdraws 'B-/RR6' Rating on $300MM Sr. Notes
---------------------------------------------------------------
Fitch Ratings has withdrawn NGL Energy Partners LP's rating of
'B-/RR6' for $300 million of senior unsecured notes due 2020.  NGL
launched the note offering in November 2015.  The notes were to be
co-issued with NGL Energy Finance Corp.  However, the issuance of
notes did not occur and consequently, Fitch is withdrawing the
rating for the 2020's.

Fitch currently rates NGL as:

NGL Energy Partners LP
   -- Long-term Issuer Default Rating (IDR) at 'B+';
   -- Senior unsecured at 'B-/RR6'.

NGL Energy Finance Corp.
   -- Senior unsecured at 'B-/RR6'.

The Rating Outlook is Negative.


NOAH'S LANDING: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Noah's Landing, LLC
        P.O. Box 894
        Gadsden, AL 35902

Case No.: 16-40368

Chapter 11 Petition Date: March 2, 2016

Court: United States Bankruptcy Court
       Northern District of Alabama (Anniston)

Debtor's Counsel: C Taylor Crockett, Esq.
                  C. TAYLOR CROCKETT, P.C.
                  2067 Columbiana Road
                  Birmingham, AL 35216
                  Tel: 205-978-3550
                  Fax: 205-978-3556
                  E-mail: taylor@taylorcrockett.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Roger Watts, Sr., managing member.

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


NORTHERN BLIZZARD: Moody's Cuts Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service, downgraded Northern Blizzard Resources
Inc.'s Corporate Family Rating (CFR) to B2 from B1, Probability of
Default Rating to B2-PD from B1-PD and confirmed the senior
unsecured notes rating at B3. The Speculative Grade Liquidity
Rating was lowered to SGL-3 from SGL-2. The rating outlook is
negative. This action resolves the review for downgrade that was
initiated on January 21, 2016.

"The downgrade reflects the decline in Northern Blizzard's cash
flows expected in 2016 and 2017, which will result in weaker cash
flow based leverage metrics," said Paresh Chari, Moody's Analyst.

Downgrades:

Issuer: Northern Blizzard Resources Inc.

-- Probability of Default Rating, Downgraded to B2-PD from B1-PD

-- Corporate Family Rating, Downgraded to B2 from B1

Outlook Actions:

Issuer: Northern Blizzard Resources Inc.

-- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Northern Blizzard Resources Inc.

-- Senior Unsecured Regular Bond/Debenture, Confirmed at B3(LGD5)

Ratings Lowered:

Issuer: Northern Blizzard Resources Inc.

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

RATINGS RATIONALE

Northern Blizzard's B2 Corporate Family Rating (CFR) reflects the
high leverage (debt to EBITDA 5x; retained cash flow/debt of 12%)
expected in 2017, which will still benefit somewhat from oil
hedges. The rating also reflects Northern Blizzard's concentration
in heavy oil coming from mature fields in western Saskatchewan that
mostly require enhanced oil recovery (EOR) in order to increase
production. The EOR developments include water flooding, polymer
flooding and thermal projects that require a significant amount of
development capital and entail higher operating expenses than
conventional primary production. Moody's expects production will
likely decline by roughly 10% in 2016 and 2017. The rating is also
supported by Northern Blizzard's adequate liquidity position.

Northern Blizzard 's SGL-3 rating reflects adequate liquidity
through 2016. As of September 30, 2015 Northern Blizzard had
minimal cash and C$463 million available (after LCs) under its
C$475 million borrowing base revolving credit facility, which will
term out in July 2016 and mature one year later. Moody's expects
positive free cash flow of about C$60 million in 2016. Moody's
expects Northern Blizzard will be well within compliance with its
two financial covenants through this period.

There are no other debt maturities in the next two years. Alternate
liquidity is limited given that substantially all of the company's
assets are pledged under the revolver.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the senior unsecured notes are rated B3, one notch below the CFR,
reflecting the priority ranking of the C$475 million borrowing base
revolving credit facility in the capital structure.

The negative outlook reflects Moody's expectation that Northern
Blizzard's EBITDA and leverage will continue to worsen beyond 2017
without an improvement in realized prices.

The rating could be upgraded to B1 if retained cash flow to debt
was likely to remain above 20% and if EBITDA to interest was above
4x.

The rating could be downgraded to B3 if retained cash flow to debt
was likely to fall below 10%, EBITDA to interest was likely to
decline towards 2x or if liquidity worsened.

Northern Blizzard is a Calgary, Alberta-based exploration and
production company that produces roughly 20,000 boe/day of which
about 90% is heavy oil.


NUVERRA ENVIRONMENTAL: S&P Lowers Corp. Credit Rating to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Scottsdale, Ariz.-based oilfield service- provider
Nuverra Environmental Solutions Inc. to 'CCC-' from 'B-'.

At the same time, S&P lowered its issue-level rating on the
company's $400 million senior unsecured notes to 'CCC-' (the same
as the corporate credit rating) from 'B-'.  The '3' recovery rating
on the company's unsecured notes indicates S&P's expectation of
meaningful (50% to 70%, lower half of the range) recovery in the
event of default.

"The downgrade reflects the rapid deterioration in financial
measures that we now consider unsustainable," said Standard &
Poor's credit analsyt David Lagasse.

The oil and natural gas exploration and production (E&P) industry
continues to reduce spending and resulting demand for Nuverra's
products in response to low oil and natural gas prices.  As a
result, S&P has reduced its revenue and EBITDA margin assumptions
on Nuverra, and expect leverage to increase such that S&P expects
debt to EBITDA to average above 10x and funds from operations (FFO)
to debt to average below 5% for the next two years, which S&P
considers to be unsustainable levels.  Additionally, S&P expects
liquidity to be less than adequate, reflecting shrinking cash flows
and the potential that Nuverra could become overdrawn on the
facility.

The negative outlook reflects S&P's expectations that liquidity
will become constrained due to upcoming credit facility
redeterminations, expected breaches of covenants in 2016, and weak
cash flow due to lower capital spending by E&P companies.  S&P also
expects that Nuverra could seek a restructuring of its balance
sheet as a means to reduce debt leverage and improve cash flows.

S&P could return the ratings to stable if the company is able to
amend the covenants on its ABL facility, and S&P expects it to have
sustained liquidity to fund operations.


OAKLEY REDEVELOPMENT: Fitch Hikes $23.6MM TABs Rating From BB+
---------------------------------------------------------------
Fitch Ratings has upgraded these Oakley Redevelopment Agency,
California's tax allocation bonds (TABs):

   -- $23.6 million subordinate TABs series 2008A to 'BBB-' from
      'BB+'.

The Rating Outlook is Stable.

                              SECURITY

The TABs are payable from tax increment revenues generated within
the project area, net of administration fees and pass-through
amounts, after debt service payments on the agency's senior 2003
TABs.  The TABs are additionally payable from housing set-aside
increment revenues.

The agency refunded the senior 2003 TABs and the senior lien is now
closed.

The TABs has a cash-funded debt service reserve fund equal to $2
million, satisfying the standard three-pronged funding
requirement.

                        KEY RATING DRIVERS

GROWING ASSESSED VALUE: The upgrade is driven by continued tax base
growth resulting in improved maximum annual debt service (MADS)
coverage and assessed value (AV) cushion (defined as the degree of
AV loss required to cause debt service coverage to fall to a sum
sufficient amount).

IMPROVED BUT STILL VUNERABLE TAX BASE: The rating level reflects a
historically volatile tax base and a moderately low ratio of
incremental to base year value, which magnifies the impact of AV
declines on pledged revenue.

SOUND ECONOMIC PROFILE: The project area benefits from the city's
underlying economy that features above average income levels, below
average poverty levels, and good access to regional labor markets.


CLOSED LIEN AFTER DISSOLUTION: Fitch considers all TAB liens to be
closed, as successor agencies (SAs) are not permitted to issue new
money TABs.  In addition, Fitch recognizes the availability of
surplus 20% housing set-aside revenues for non-housing TAB debt
service.

                       RATING SENSITIVITIES

MATERIAL CHANGES IN AV CUSHION: Tax base declines that materially
decrease pledged revenues could have a negative effect on the
rating.  Given recent AV stability and growth trends, Fitch
believes such shifts are not likely in the near term.  Tax base
growth that materially increases pledged revenues could have a
positive effect on the rating.

                         CREDIT PROFILE

The city of Oakley (the city) is about 50 miles northeast of San
Francisco, and 58 miles southwest of Sacramento.  The Oakley
Redevelopment Project Area (the project area) is 1,537 acres, or
about 15% of the city.  It is 61% residential and 17% commercial.
Following the dissolution of the former Oakley Redevelopment
Agency, the city has taken over as the SA to wind down operations
and facilitate debt payments.

                        CONTINUED AV GROWTH

The project area has experienced three consecutive years of solid
AV gains.  The recent growth, which has been driven by a recovering
real estate market, raised project area AV by 4.4% and 15% in
fiscals 2016 and 2015, respectively.  Fitch expects AV levels to
continue to increase over the near term based on positive changes
in the real estate market, at a pace close to that realized in
fiscal 2016.

                       IMPROVED TAB COVERAGE

Debt service coverage on the TABs improved in fiscal 2016 as a
result of continued AV growth and lower MADS as a result of a May
2015 refunding of the senior 2003 TABs with debt (not rated by
Fitch) on parity with the series 2008 TABs.  MADS coverage rose to
1.40x compared to 1.13x in fiscal 2015.  Fitch calculated annual
debt service for fiscal 2016 is 1.74x.  Annual debt service is
scheduled to increase from $1.87 million in fiscal 2016 to MADS of
$2.3 million in fiscal 2019 and level off through final maturity in
fiscal 2030.

Furthermore, the AV cushion improved notably in fiscal 2016,
increasing to an adequate 22% from an extremely low 9% the year
prior.  Fitch expects coverage levels to continue to improve over
the near term due to positive changes in the local housing market
that are likely to bolster project area AV.

             MODERATE CONCENTRATION, VUNERABLE TAX BASE

Despite the positive momentum mentioned above inherent tax base
weakness remains, evidenced by the relatively late start of AV
recovery and significant peak-to-trough decline.  AV dropped a
cumulative 29% from fiscals 2008 through 2013.  Additionally, the
project area has a moderately low ratio of incremental to base year
value, which amplifies the impact of AV declines on pledged
revenue.

The tax base is moderately concentrated with its top 10 taxpayers
accounting for 16.6% of AV and 21.9% of incremental value (IV). The
top taxpayers include several shopping centers, as well as
commercial and light industrial entities.

        BEDROOM COMMUNITY WITH SOUND ECONOMIC CHARACTERISTICS

The city, in north-eastern Contra Costa County, is a bedroom
community to the San Francisco and Sacramento employment centers
and is home to approximately 39,000 residents.  The city
experienced strong population growth in the early- and mid-2000s
with a corresponding housing boom, which left the city exposed to
significant loses during the housing-led recession.

Economic indicators for the city are sound with above average
median household income levels, and a low poverty rate.  Employment
growth was a healthy 2.1% in 2015, above the national average.  The
city's unemployment rate of 5.7% (December 2015) is comparable to
that of the state (5.8%) but is above the nation (4.8%).

       REDEVELOPMENT DISSOLUTION - NEUTRAL-TO-POSITIVE IMPACT

Fitch refined its California RDA analysis pertaining to the
beneficial impact of dissolution legislation (AB 1X 26) in May
2014.  Fitch now considers TAB liens to be closed and surplus
housing revenues to be available for non-housing TAB debt service.
Although uncertainties remain, Fitch believes it is likely that the
continued presence of closed TAB liens and surplus housing revenue
availability will remain a feature of California TABs.

              COMPLIANCE WITH DISSOLUTION PROCEDURES

Dissolution-related (AB 1X 26) risks are lessening as management is
continuing to adhere to indenture requirements, necessary revenue
tracking is in place, timely and robust continuing disclosure
reports are being provided, and debt service reserves are being
used to mitigate dissolution related cash flow issues. Since
dissolution, the successor agency's procedures to manage
dissolution have become well-established, lessening operational
risks.


ONE SOURCE: Court Approves Lain Faulkner as Accountants
-------------------------------------------------------
Michael A. McConnell, the Chapter 7 Trustee of One Source
Industrial Holdings, LLC and One Source Industrial, LLC, sought and
obtained permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Lain, Faulkner & Co., P.C. as
accountants for the Chapter 7 Trustee, effective January 14, 2016.

As accountants for the Trustee, Lain Faulkner will render
accounting services as needed throughout the course of the chapter
7 proceeding, including, but not limited to:

   (a) assisting the Trustee in gathering the Debtors' financial
       information and analyzing the Debtors' financial position,
       assets and liabilities;

   (b) advising and assisting the Trustee in connection with any
       potential sale of assets;

   (c) assisting the Trustee in examining the Debtors' schedules
       and proofs of claim to determine whether any claims are
       objectionable or otherwise improper;

   (d) assisting the Trustee in analyzing potential avoidance,
       preference and fraudulent transfer actions and payment
       history and invoicing support;

   (e) assisting the Trustee in analyzing and resolving tax
       matters;

   (f) assisting the Trustee with preparation of such accountings
       and reports as may be required for the administration of
       the estates;

   (g) testifying as to one or more of the matters set forth above

       as necessary or appropriate; and

   (h) performing other accounting services and providing other
       financial advice to the Trustee as requested.

Lain Faulkner will be paid at these hourly rates:

       Dennis Faulkner, Shareholder     $450
       Ray Behgam, IT Professional      $250
       Aniza Rowe, Accounting Prof.     $240
       Shareholders                     $375-$450
       CPAs                             $240-$350
       IT Professionals                 $250
       Staff                            $150-$225
       Clerical                         $80-$95

Lain Faulkner will also be reimbursed for reasonable out-of-pocket
expenses incurred.

D. Keith Enger, shareholder of Lain Faulkner, 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.

Lain Faulkner can be reached at:

       D. Keith Enger
       LAIN, FAULKNER & CO., P.C.
       400 N. St. Paul, Suite 600
       Dallas, TX 75201
       Tel: (214) 720-7211
       E-mail: kenger@lainfaulkner.com

                     About One Source Industrial

One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies that are part of a corporate
family of affiliated companies.

One Source Industrial Holdings holds equipment utilized by various
related entities which provide rental equipment and industrial
services to businesses in the oil and gas, refining, manufacturing,
pipeline, shipping, and construction industries.  The types of
equipment possessed by One Source include, e.g., hazardous material
transportation vehicles, frac tanks, tank trailers, barrel mix tank
and vacuum tankers, air machines, and waste and other industrial
boxes and tanks.  Industrial provides executive management,
accounting, and overhead services for Holdings.

One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014.
One Industrial sought Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 15-400038) on Jan. 4, 2015.

On Jan. 9, 2015, the Court approved the joint administration of the
Debtors' cases for procedural purposes only.

Holdings' case is assigned to Judge Russell F. Nelms.

The Debtors each estimated $10 million to $50 million in assets and
debt.

The Debtors are represented by J. Robert Forshey, Esq., and
Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth,
Texas.

Lynnette R. Warman of Culhane Meadows, PLLC, serves as counsel to
the Official Committee of Unsecured Creditors.

                           *     *     *

In December 2015, the Debtors discontinued operations, and sought
and obtained an order appointing a Chapter 11 trustee.

In January 2016, Michael A. McConnell, the Chapter 11 trustee,
sought and obtained an order converting the cases to a Chapter 7
liquidation.


PARAMOUNT RESOURCES: Moody's Cuts Corporate Family Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service, downgraded Paramount Resources Ltd.'s
Corporate Family Rating (CFR) to Caa2 from B1, Probability of
Default Rating to Caa2-PD from B1-PD and senior unsecured notes
rating to Caa3 from B3. The Speculative Grade Liquidity Rating was
lowered to SGL-4 from SGL-3. The rating outlook is negative. This
action resolves the review for downgrade that was initiated on
January 21, 2016.

"The downgrade reflects the material decline in Paramount's cash
flow expected in 2016 and 2017, which will result in weak leverage
and coverage metrics," said Paresh Chari, Moody's Analyst. "We also
expect that Paramount will likely see a reduction in its borrowing
base in 2016, potentially leaving it with inadequate liquidity."

Downgrades:

Issuer: Paramount Resources Ltd.

-- Probability of Default Rating, Downgraded to Caa2-PD from B1-
    PD

-- Corporate Family Rating, Downgraded to Caa2 from B1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to
    Caa3(LGD5) from B3(LGD5)

-- Senior Unsecured Shelf, Downgraded to (P)Caa3 from (P)B3

Ratings Lowered:

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

Outlook Actions:

Issuer: Paramount Resources Ltd.

-- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

Paramount's Caa2 Corporate Family Rating (CFR) primarily reflects
weak liquidity (SGL-4), including a likely borrowing base
short-fall in spring 2016, high expected leverage (2017 debt/EBITDA
around 12x), and weak interest coverage (2017 EBITDA/interest near
1.2x). Paramount's concentration in the Montney play in western
Alberta exposed the company to numerous midstream outages in 2015
which prevented the company from reaching production of 60,000
boe/d in the second half of 2015. Moody's expects production to be
below 47,500 boe/d in 2016, down significantly from Moody's prior
expectations.

The SGL-4 Speculative Grade Liquidity Rating reflects Paramount's
weak liquidity through 2016. At September 30, 2015, Paramount had
C$21 million of cash and about C$140 million available under
Tranche A of the borrowing base credit facility that terms out in
May 2016 and matures one year later. Moody's expectation is that
Paramount will not have enough revolver availability to fund
expected negative free cash flow of C$130 million in 2016,
factoring in an expected reduction in the company's borrowing base
which will be re-determined in spring 2016. Paramount has some
flexibility to raise funds from midstream sales and/or by selling
shares from its equity investments (January 2016 market value of
about C$90 million) or other non-core assets. Paramount has no
maintenance financial covenants and no upcoming maturities until
December 2019.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the notching of the senior unsecured notes at Caa3, one notch below
the Caa2 CFR, reflects priority ranking debt in the form of the
C$900 million secured revolving credit facility relative to the
unsecured notes.

The negative outlook reflects Moody's view that Paramount's
liquidity, leverage and interest coverage will deteriorate in
2017.

The rating could be upgraded to Caa1 if liquidity becomes adequate,
which is possible if the midstream assets are sold, and if EBITDA
to interest was likely to rise above 1.5x.

The rating could be downgraded to Caa3 if liquidity weakens
further.

Paramount is a Calgary, Alberta-based exploration and production
(E&P) company focused in the Montney formation in Alberta, with
production of about 47,500 boe per day net of royalties (barrel of
oil equivalent) (50% natural gas and 50% liquids).


PARK 91 LLC: Lender Declares Plan Default, Wants Quick Auction
--------------------------------------------------------------
2013 NY Funding I LLC in February filed documents asking the U.S.
Bankruptcy Court for the Southern District of New York to approve
the appointment of a plan administrator under the confirmed Chapter
11 plan of Park 91 LLC and let the administrator quickly commence
an auction for Park 91's townhouse in Park Avenue, New York.

In October 2015, Park 91 won confirmation of its Plan of
Liquidation, which was based on a settlement with 2013 NY Funding,
a secured creditor with an allowed $8.98 million claim.  The Plan
provided that Michael Gardner, will continue to manage the Debtor's
property and will have until June 30, 2017 to sell the assets pay
2013 NY Funding's claim in full.  However, in an event of default,
a plan administrator will be appointed by 2013 NY Funding, and the
plan administrator will sell the property within 60 days.  Failure
to make interest-only payments, pay real estate taxes, and maintain
insurance on the property each constitutes as an event of default.

By letter dated Jan. 26, 2016, 2013 NY Funding provided written
notice of the defaults.  The defaults remain uncured, Events of
Default exist, and the Post Event of Default Commencement Date has
occurred, according to a Feb. 23 filing by 2013 NY Funding.

2013 NY Funding wants an order appointing Salvatore LaMonica, Esq.,
as plan administrator.

A copy of 2013 NY Funding's proposed order appointing a Plan
Administrator is available for free at:

        http://bankrupt.com/misc/Park91_50_PO_Plan_Admin.pdf

                      Owner Seeks 75-Day Reprieve

Michael Gardner, who resides on the Park Avenue town house and who
is turning 76 this month, is asking the Court to delay any auction
of the property until after 75 days (May 15) based upon his medical
condition.

"On Feb. 22, 2016, I had what was to be routine cataract surgery on
my right eye.  However, there have been complications from the
surgery involving lacerations of the eye," Michael Gardner said in
an objection filed Feb. 29.

"As of today, I am in great pain and I have very limited vision in
that eye.  For many years, I have had very limited vision in the
other eye. As such, as of today, at least, on a temporary basis
extremely vision impaired."

                           *      *      *

Counsel for 2013 NY Funding I LLC:

         WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP
         Thomas A. Draghi, Esq.
         1201 RXR Plaza
         Uniondale, NY 11556
         Tel: (516) 622-9200
         E-mail: tdraghi@westermanllp.com

Attorney for the Debtor:

         CYRULI SHANKS HART & ZIZMOR, LLP
         Paul Goodman, Esq.
         420 Lexington Avenue, Suite 2320
         New York, NY 10170
         Tel: (212) 661-6800

                           About Park 91

Park 91 LLC is the fee simple owner of a townhouse located at 1145
Park Avenue, New York.  The townhouse is located in the Carnegie
Hill Historic District on Park Avenue and 91st Street.  

Park 91 sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 15-10957) in Manhattan on April 17, 2015.  

Bankruptcy Judge James L. Garrity Jr. presides over the case.  The
Debtor is represented by Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP, in New York.

Park 91 won approval of its Plan of Liquidation on Oct. 2, 2016.


PEABODY ENERGY: Franklin Pushing for Bankruptcy Filing
------------------------------------------------------
Sridhar Natarajan, Tim Loh, and Jodi Xu Klein, writing for
Bloomberg News, reported that money manager Franklin Resources Inc.
has pressed Peabody Energy Corp. to restructure its $6.3 billion
debt in court after the company engaged with some bondholders to
pursue debt exchanges, according to people with knowledge of the
matter.

The largest U.S. coal miner said in a filing on Feb. 29 that a
first-lien lender it didn't identify had "expressed its concern
that Peabody was not pursuing an in-court restructuring," the
report related.  The lender is Franklin, said the people, who asked
not to be identified because the discussions are private, the
report disclosed.

According to the report, the miner, which has been trying to sell
assets to Bowie Resource Partners, said in a separate filing on
Feb. 29 that it may breach a covenant in its credit pact and seek a
waiver from its lenders to avoid defaulting on the terms if the
sale can't be completed.  Failure to complete the asset sale could
also prompt Peabody's auditors to raise doubts about the company's
ability to continue as a going concern, which it would have to
include in its annual 10-K regulatory filing, the report noted.
That would be considered an event of default, the company has said,
the report related.

Peabody Energy Corp. is based in St. Louis, Missouri, and is the
largest coal miner in the U.S.

                       *     *     *
                
As reported by the Troubled Company Reporter on Jan. 20, 2016,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on St. Louis-based Peabody Energy Corp. to 'CCC+'
from 'B'.


PF HOSPITALITY: Raises Going Concern Doubt, Cash Crunch Looms
-------------------------------------------------------------
PF Hospitality Group, Inc. said in a regulatory filing with the
Securities and Exchange Commission that the Company has incurred
significant recurring losses which have resulted in an accumulated
deficit of $12,840,248, net loss of $1,977,870 and net cash used in
operations of $129,857 for the three months ended December 31,
2015, which raises substantial doubt about the Company's ability to
continue as a going concern.

During the three months ended December 31, 2015, the Company raised
$150,000 in cash proceeds from the issuance of convertible
promissory notes. The Company believes that its current cash on
hand will not be sufficient to fund its projected operating
requirements through June 2016, PF Hospitality said in a Form 10-Q
report for the quarterly period ended December 31, 2015.

The Company said its primary source of operating funds since
inception has been cash proceeds from the private placements of
common stock and proceeds from convertible and other debt. The
Company intends to raise additional capital through private
placements of debt and equity securities, but there can be no
assurance that these funds will be available on terms acceptable to
the Company, or will be sufficient to enable the Company to fully
complete its development activities or sustain operations. If the
Company is unable to raise sufficient additional funds, it will
have to develop and implement a plan to further extend payables,
reduce overhead, or scale back its current business plan until
sufficient additional capital is raised to support further
operations. There can be no assurance that such a plan will be
successful.

The Company posted wider net loss of $1,977,870 for the three
months ended Dec. 31, 2015, from $89,866 for the same period in
2014.  Total revenues were down $32,244 for the three months ended
Dec. 31, 2015, from $52,390 for the same period in 2014.

PF Hospitality had $1,829,465 in total assets against $4,035,662 in
total liabilities at Dec. 31, 2015.  Total stockholders' deficit is
$2,206,197 at Dec. 31.

A copy of the Company's Form 10-Q report is available at
http://is.gd/yOi5Xb

PF Hospitality is a management firm which creates, cultivates, and
operates innovative and healthy lifestyle brands within the
restaurant and retail industries.  The Company focuses on consumer
food service concepts that is founded on a franchised and
multi-unit business model in the retail, fast-casual, and casual
restaurant sector. "As the creator and current advisor organization
of the all-natural and organic pizza franchise, Pizza Fusion, we
are seeking to expand our innovative food service with an emphasis
on sustainability and community impact. Currently with locations in
selected markets in the United States, Saudi Arabia, and the United
Arab Emirates, we are poised to rollout new concepts we plan to
develop and manage," the Company said in its regulatory filing.


PICO HOLDINGS: UCP Shares Worth $12, Activist Bloggers Insist
-------------------------------------------------------------
By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings,
Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified
holding company reporting recurring losses since 2008. PICO owns
57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a
securities portfolio and various interests in small businesses.
PICO has $676 million in assets and $431 million in shareholder
equity. Central Square Management LLC and River Road Asset
Management LLC collectively own more than 14% of PICO and have
agitated for governance and financial changes. Sean Leder owns 1%
of PICO shares and seeks shareholder authorization to call a
Special Meeting to remove and replace five directors. Other
activists at http://ReformPICONow.com/have taken to the Internet
to advance the shareholder cause.

The bloggers repeat their assertion that UCP is worth $12 per
share. They also note that PICO continues to mistreat shareholders
by refusing to monetize UCP.

On December 16, 2015, PulteGroup, Inc. (NYSE: PHM) announced it
would acquire John Wieland Homes and Neighborhoods from Wheelock
Street Capital, L.L.C. and the Wieland family, for $440 million.
The activist bloggers calculate that the price equals $57,300 per
lot.

At September 31, 2015, UCP owned and controlled 6,237 lots with 288
lots in backlog (total 6,525). Multiplying the Wieland price per
unit of $57,300 to UCP's real estate position of 6,525 lots,
produces an enterprise value of $374 million. After subtracting UCP
net debt of $147 million the bloggers get an equity value for UCP
of $227 million. With 19 million shares outstanding, the
comparable-based value for UCP is almost $12 per share.

The bloggers conclude: "UCP's has phenomenal assets with enormous
value. But given UCP's inefficient operations, clouded strategic
future and abysmally low stock price, we repeat our demand for a
sale of UCP."


PRIMORSK INTERNATIONAL: AP Services' Holly Etlin Approved as CRO
----------------------------------------------------------------
Bankruptcy Judge Martin Glenn authorized Primorsk International
Shipping Limited, and its affiliated debtors to employ APS Services
LLC to provide interim management and restructuring services to the
Debtors and designate Holly Felder Etlin as their Chief
Restructuring Officer.

The CRO shall act under the direction, control and guidance of the
Debtors' Board of Directors, and shall serve at the Board's
pleasure, the Court said.

Judge Glenn said APS is authorized to provide these services to the
Debtors:

     -- Assist in preparing for and filing bankruptcy petitions,
        coordinating and providing administrative support for the
        Chapter 11 Cases and developing a plan of reorganization
        or other appropriate case resolution, if necessary.

     -- Provide assistance to management in connection with the
        Debtors' development of their revised business plan(s),
        and such other related forecasts as may be required by
        the secured lenders in connection with negotiations or by
        the Debtors for other corporate purposes.

     -- Assist management of the Debtors in the design and
        implementation of a restructuring strategy designed to
        maximize enterprise value, taking into account the unique
        interests of all constituencies.

     -- Assist the Debtors and their professionals specifically
        assigned to sourcing, negotiating and implementing any
        financing, including debtor-in-possession and exit
        financing facilities, in conjunction with a plan of
        reorganization and the overall restructuring.

     -- Assist the Debtors and their professionals with various
        motions and pleadings to be filed in the Chapter 11
        Cases, and render testimony (excluding valuation
        testimony), as requested from time to time and as
        mutually agreed, regarding any of the matters to which
        APS is providing services.

     -- Assist in managing the "working group" of professionals
        who are assisting the Debtors in the reorganization
        process or who are working for the Debtors' various
        stakeholders to improve coordination of their effort and
        individual work product to be consistent with the
        Debtors' overall restructuring goals, including obtaining
        and presenting information required by parties in
        interest in the Chapter 11 Cases, such as any official
        committees appointed by this Court.

     -- Provide assistance to the financial function including,
        without limitation, assisting the Debtors in (i)
        strengthening the core competencies in the finance
        organization, particularly cash management, planning,
        general accounting and financial reporting information
        management and (ii) formulation and negotiation with
        respect to a plan of reorganization.

     -- Work with the Debtors to further identify and implement
        both short-term and long-term liquidity generating
        initiatives.

     -- Assist with the preparation of the statement of affairs,
        schedules, monthly operating reports and other regular
        reports required by this Court and in contract rejection
        analysis as well as evaluating proofs of claim, scheduled
        liabilities, liabilities recorded on the Debtors' books
        and records and other available claims and liability
        information.

     -- Assist the Debtors with the analysis and negotiation of
        the divestiture of any non-core assets.

     -- Assist with such other matters as may be requested that
        fall within APS's expertise and that are mutually
        agreeable.

Ms. Etlin's past restructuring assignments include serving as CFO
of RadioShack, senior vice president of the Borders Group and as
CEO and CRO of New Century Financial. In 2014, Ms. Etlin was named
"Woman of the Year in Restructuring" by the International Women's
Insolvency and Restructuring Confederation. In 2007, the Turnaround
Management Association recognized Ms. Etlin with its Turnaround of
the Year award based on her efforts guiding the restructuring of
Winn-Dixie Stores, Inc.

AP Services' current standard hourly rates for 2016 with respect of
the professionals anticipated to be assigned to the Chapter 11
Cases are:

     Managing Directors $960 - $1,095
     Directors $720 - $880
     Vice Presidents $530 - $635
     Associates $365 - $470
     Analysts $315 - $345
     Paraprofessionals $240 - $260
     Developers $195 - $400

Ms. Etlin charges $1,070 per hour.

The Additional Temporary Staff to be provided by AP and their
hourly rates are:

     Albert Stein, Managing Director $950 per hour
     Susan Brown, Director $830 per hour
     Jon Labovitz, Director $720 per hour
     Jeffrey Ivester, Vice President $530 per hour
     Catherine Chak, Vice President $585 per hour
     Georges-Alex Ancenys Vice President $530 per hour

AP Services may request payment of a Success Fee payable upon
consummation of a transaction or series of related or unrelated
Transactions, or the effective date of a plan of reorganization.

Judge Glenn said no Success Fee will be payable in the event the
cases are dismissed or the Debtors' assets are sold or disposed of
as a result of foreclosure by the secured lenders.

The amount of the success fee for an out-of-court Transaction will
be calculated as follows:

     -- $1,000,000; plus

     -- 1% of the amount of the junior debt recapitalized or
        restructured; less

     -- $37,500 per month for each month between January 1, 2014
        and the Transaction that either (i) AlixPartners UK, LLP
        provided services to the Company pursuant to the
        engagement letter between AlixPartners UK, LLP and the
        Company dated 27 November 2013, or (ii) APS provided
        services to the Company pursuant to the Engagement
        Letter.

The amount of the success fee for confirmation of a Chapter 11 Plan
of Reorganization will be equal to $1,350,000, less 50% of the
firm's monthly fees billed pursuant to the Engagement Letter
beginning with the seventh month after commencement of the this
Case.

In the event that substantially all of the assets are sold pursuant
to a 363 sale or Plan of Reorganization, then the success fee shall
be $1,000,000. The success fee shall be due and payable immediately
upon the consummation of the Transaction.

The Success Fee is subject to Court approval.

According to AlixPartners' books and records, during the 90-day
period prior to the Petition Date, AlixPartners received
$1,096,684.19 from the Debtors for professional services performed
and expenses incurred.

Additionally, on February 20, 2014, the Debtors made a payment to
AP Services in the amount of $75,000 in connection with a
prepetition retainer to be held in the ordinary course of business.
The firm remains in possession of this additional prepetition
retainer.

AlixPartners' current estimate is that it has received unapplied
advance payments from the Debtors in excess of pre-petition
billings in the amount of $610,200.  The Debtors and AlixPartners
have agreed that any portion of the Retainer not used to compensate
AlixPartners for its pre-petition services and expenses will be
held and applied against its final post-petition billing and will
not be placed in a separate account.  The remainder of the Retainer
will constitute an evergreen retainer.

The Debtors also agree to indemnify AP Services.

                   About Primorsk International

Headquartered in Nicosia, Cyprus, Primorsk International Shipping
Limited (Prisco) aka PISL operates a fleet of ice-class oil tankers
in the Arctic.  It was founded in 2004 and is owned by Apington
Investments, a British Virgin Islands holding company, which is
controlled by Russian native Alexander Kirilichev.

The Company (Bankr. S.D.N.Y. Case No. 16-10073) and affiliates
Boussol Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10074),
Malthus Navigati on Limited (Bankr. S.D.N.Y. Case No. 16-10075),
Jixandra Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10076),
Levaser Navigation Limited (Bankr. S.D.N.Y. Case No. 16-10077),
Hermine Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10078),
Laperouse Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10079),
Prylotina Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10080),
Baikal Shipping Ltd (Bankr. S.D.N.Y. Case No. 16-10081), and Vostok
Navigation Ltd (Bankr. S.D.N.Y. Case No. 16-10082) filed separate
Chapter 11 bankruptcy petitions on Jan. 15, 2016.  The Company's
petitions were signed by Holly Felder Etlin, chief restructuring
officer.

On Jan. 21, 2016, the court ordered the joint administration of the
Debtors' cases under Case No. 16-10073.   

Primorsk estimated assets and liabilities between $100 million and
$500 million.

Judge Martin Glenn presides over the cases.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as
the Debtors' bankruptcy counsel.  AlixPartners, LLP, is the
Debtors' financial and restructuring advisor.  Kurtzman Carson
Consultants LLC serves as their claims and noticing agent.


PRIMORSK INTERNATIONAL: Court Okays Sullivan & Cromwell as Counsel
------------------------------------------------------------------
Primorsk International Shipping Limited, and its affiliated debtors
sought and obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to employ Sullivan & Cromwell LLP as
their Chapter 11 bankruptcy counsel nunc pro tunc to the Petition
Date:

     Andrew G. Dietderich, Esq.
     Brian D. Glueckstein, Esq.
     Alexa J. Kranzley, Esq.
     SULLIVAN & CROMWELL LLP
     125 Broad Street
     New York, NY 10004-2498
     Telephone: (212) 558-4000
     Facsimile: (212) 558-3588
     
The firm has represented the Debtors since May 2014 in connection
with restructuring matters and, since December 2015, in connection
with the preparation, commencement and prosecution of these chapter
11 cases.

Sullivan & Cromwell's billing rates will range from:

     $1,100 to $1,285 per hour for partners,
     $1,045 to $1,235 per hour for lawyers that are of counsel
                               and special counsel,
       $520 to $935 per hour for associates, and
       $290 to $385 per hour for legal assistants.

The firm on January 4, 2016, submitted an invoice to the Debtors
for fees and expenses incurred to date, in the amount of
$159,064.24.  On January 8, pursuant to this invoice, the Debtors
paid $159,064.24 to Sullivan & Cromwell.  Also on January 8, 2016,
the Debtors paid $250,000 to Sullivan & Cromwell as an "evergreen"
retainer.  On January 14, 2016, the Debtors paid an additional
$350,000 to Sullivan & Cromwell, increasing the retainer balance to
$600,000, with instructions to apply the retainer to any accrued
and unpaid fees and expenses as of such date.

Sullivan & Cromwell applied $369,000 of the $600,000 retainer as
payment in full of all accrued and unpaid fees and expenses as of
the Petition Date.

Other than those amounts, Sullivan & Cromwell has not received any
payments from the Debtors during the 90 days immediately preceding
the Petition Date.

Mr. Dietderich attests that (a) Sullivan & Cromwell is a
"disinterested person" within the meaning of section 101(14) of the
Bankruptcy Code, (b) Sullivan & Cromwell does not represent any
person or entity having an interest adverse to the Debtors in
connection with these chapter 11 cases, (c) Sullivan & Cromwell
does not hold or represent an interest adverse to the Debtors'
estates with respect to matters on which Sullivan & Cromwell is
employed and (d) Sullivan & Cromwell has no connection to the
Debtors, their creditors or any other party-in-interest.

Mr. Dietderich discloses that the firm may represent
parties-in-interest in matters unrelated to the Debtors' cases.  He
reports that the firm was retained by Prisco (Singapore) Pte Ltd, a
non-Debtor affiliate of the Debtors, as agent for the Debtors in
connection with the Debtors' restructuring. As of the Petition
Date, S&C no longer is retained by Prisco in any capacity.

The firm currently represents Nordea Bank Norge ASA, agent and
security trustee under the Debtors' prepetition secured credit
facilities, and BNP Paribas, agent under the Debtors' prepetition
secured swap facility and one of the Debtors' large unsecured
creditors, and/or certain of their respective affiliates, in
matters unrelated to these chapter 11 cases.  The firm has not
represented and will not represent any of these clients in matters
related to these chapter 11 cases.

The firm also represents an affiliate of BP Shipping Limited, one
of the Debtors' suppliers, in matters unrelated to these chapter 11
cases.  The firm has not represented and will not represent BP
Shipping Limited or any of its affiliates in matters related to
these chapter 11 cases.

     Statement Pursuant to U.S. Trustee Guidelines

Pursuant to paragraph D, section 1 of the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. Sec. 330 by
Attorneys in Large Chapter 11 Cases Effective as of November 1,
2013, Sullivan & Cromwell responds to the questions set forth
therein as follows:

Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?

Response: Yes. Sullivan & Cromwell does not ordinarily determine
its fees solely on the basis of hourly rates. For the purposes of
its engagement by the Debtors, Sullivan & Cromwell has agreed that
it will charge for services performed during these chapter 11
cases, and will apply to the Court for approval of such charges, on
the basis of the hourly rates described in this Declaration. The
hourly rates set forth herein are the same or less than the hourly
rates used by Sullivan & Cromwell when preparing estimates of fees
under its normal billing practices. In particular, the rates for
the more senior timekeepers for each class of personnel represent a
discount from the rates used by Sullivan & Cromwell when preparing
estimates of fees under its normal billing practices for
non-bankruptcy engagements.

Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?

Response: No.

Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12-months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.

Response: Prior to the Petition Date, S&C performed services for
the Debtors at hourly billing rates consistent with S&C's practice
for non-bankruptcy engagements. The S&C rates proposed to be
charged during these chapter 11 cases have been adjusted by
imposing a cap on the hourly rate for each class of personnel.

Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?

Response: The Debtors have approved S&C's budget and staffing plan
for the period from the Petition Date to February 29, 2016. S&C
expects to submit for approval by the Debtors a prospective budget
and staffing plan on a monthly basis for the duration of these
chapter 11 cases.

In approving the firm's engagement, Judge Martin Glenn held that,
"Prior to the implementation of any increases in the hourly rates
set forth in the Application and the Dietderich Declaration, S&C
shall file a supplemental declaration with this Court and provide
ten (10) business days' notice to the Debtors, the Office of the
United States Trustee for the Southern District of New York (the
"U.S. Trustee") and any statutory committee appointed in these
chapter 11 cases, which declaration shall explain the basis for the
requested rate increases in accordance with section 330(a)(3)(F) of
the Bankruptcy Code and state whether the Debtors have consented to
such rate increases. The U.S. Trustee retains all rights to object
to any rate increase on all grounds, including the reasonableness
standard set forth in section 330 of the Bankruptcy Code, and this
Court retains the right to review any rate increase pursuant to
section 330 of the Bankruptcy Code."

                   About Primorsk International

Headquartered in Nicosia, Cyprus, Primorsk International Shipping
Limited (Prisco) aka PISL operates a fleet of ice-class oil
tankers
in the Arctic.  It was founded in 2004 and is owned by Apington
Investments, a British Virgin Islands holding company, which is
controlled by Russian native Alexander Kirilichev.

The Company (Bankr. S.D.N.Y. Case No. 16-10073) and affiliates
Boussol Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10074),
Malthus Navigati on Limited (Bankr. S.D.N.Y. Case No. 16-10075),
Jixandra Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10076),
Levaser Navigation Limited (Bankr. S.D.N.Y. Case No. 16-10077),
Hermine Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10078),
Laperouse Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10079),
Prylotina Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10080),
Baikal Shipping Ltd (Bankr. S.D.N.Y. Case No. 16-10081), and
Vostok
Navigation Ltd (Bankr. S.D.N.Y. Case No. 16-10082) filed separate
Chapter 11 bankruptcy petitions on Jan. 15, 2016.  The Company's
petitions were signed by Holly Felder Etlin, chief restructuring
officer.

On Jan. 21, 2016, the court ordered the joint administration of
the
Debtors' cases under Case No. 16-10073.   

Primorsk estimated assets and liabilities between $100 million and
$500 million.

Judge Martin Glenn presides over the cases.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as
the Debtors' bankruptcy counsel.  AlixPartners, LLP, is the
Debtors' financial and restructuring advisor.  Kurtzman Carson
Consultants LLC serves as their claims and noticing agent.


PRIMORSK INTERNATIONAL: Kurtzman Carson Okayed as Claims Agent
--------------------------------------------------------------
Primorsk International Shipping Limited, and its affiliated debtors
can employ Kurtzman Carson Consultants LLC as their claims and
noticing agent, the U.S. Bankruptcy Court for the Southern District
of New York has ruled.

The Court's Order sets forth Kurtzman Carson's duties and
responsibilities in the Debtors' cases.  

"The Application is approved solely as set forth in this Order,"
Judge Martin Glenn said.

He ruled that the Claims and Noticing Agent:

     -- is authorized and directed to perform noticing services and
to receive, maintain, record and otherwise administer the proofs of
claim filed in these chapter 11 cases, and all related tasks, all
as described in the Application;

     -- will serve as the custodian of court records and will be
designated as the authorized repository for all proofs of claim
filed in these chapter 11 cases and is authorized and directed to
maintain official claims registers for each of the Debtors and to
provide the Clerk with a certified duplicate thereof upon the
request of the Clerk;

     -- is authorized and directed to obtain a post office box or
address for the receipt of proofs of claim; and

     -- is authorized to take such other action to comply with all
duties set forth in the Application.

The Debtors disclosed in Court filings that, in accordance with the
Claims Agent Protocol, they selected Kurtzman Carson only after
obtaining and reviewing competitive engagement proposals from three
Court-approved claims and noticing agents.  Based on the review of
these proposals, the Debtors determined that the proposed
engagement terms submitted by Kurtzman Carson, including the
proposed fees set forth in the parties' Engagement Agreement, are
competitive and reasonable, and that retention of the Claims Agent
is in the best interests of the Debtors and their estates.

Evan Gershbein at Kurtzman Carson attests that the firm is a
"disinterested person" within the meaning of section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code, and does not hold or represent an interest adverse to the
Debtors' estates.

Prior to the Petition Date, pursuant to the Engagement Agreement,
the Debtors provided Kurtzman Carson a retainer in the amount of
$15,000.

The firm may be reached at:

     Evan J. Gershbein
       Senior Vice President of Corporate Restructuring Services,
and
       Senior Managing Consultant
     Kurtzman Carson Consultants LLC
     335 Alaska Avenue
     El Segundo, CA 90245
     Tel: 310-823-9000
     Fax: 310-823-9133

                   About Primorsk International

Headquartered in Nicosia, Cyprus, Primorsk International Shipping
Limited (Prisco) aka PISL operates a fleet of ice-class oil
tankers
in the Arctic.  It was founded in 2004 and is owned by Apington
Investments, a British Virgin Islands holding company, which is
controlled by Russian native Alexander Kirilichev.

The Company (Bankr. S.D.N.Y. Case No. 16-10073) and affiliates
Boussol Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10074),
Malthus Navigati on Limited (Bankr. S.D.N.Y. Case No. 16-10075),
Jixandra Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10076),
Levaser Navigation Limited (Bankr. S.D.N.Y. Case No. 16-10077),
Hermine Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10078),
Laperouse Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10079),
Prylotina Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10080),
Baikal Shipping Ltd (Bankr. S.D.N.Y. Case No. 16-10081), and
Vostok
Navigation Ltd (Bankr. S.D.N.Y. Case No. 16-10082) filed separate
Chapter 11 bankruptcy petitions on Jan. 15, 2016.  The Company's
petitions were signed by Holly Felder Etlin, chief restructuring
officer.

On Jan. 21, 2016, the court ordered the joint administration of
the
Debtors' cases under Case No. 16-10073.   

Primorsk estimated assets and liabilities between $100 million and
$500 million.

Judge Martin Glenn presides over the cases.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as
the Debtors' bankruptcy counsel.  AlixPartners, LLP, is the
Debtors' financial and restructuring advisor.


PRIMORSK INTERNATIONAL: May Hire KCC as Administrative Agent
------------------------------------------------------------
Primorsk International Shipping Limited, and its affiliated debtors
sought and obtained Bankruptcy court approval to employ Kurtzman
Carson Consultants LLC as their administrative agent.

KCC has been separately retained as the Debtors' claims and
noticing agent.

According to the Debtors, in addition to the claims and noticing
services to be provided by KCC under the Claims Agent Retention
Order, the Debtors will require numerous other services to
effectively administer these chapter 11 cases. These services are
expected to include soliciting and tabulating votes on any chapter
11 plan filed in these cases; and managing distributions to
creditors after a chapter 11 plan becomes effective.  Performing
these and other necessary administrative tasks during these chapter
11 cases would require the Debtors to expend significant time and
resources. In view of this administrative burden, the appointment
of an administrative agent in these chapter 11 cases will expedite
the administration of these chapter 11 cases, permitting the
Debtors and their professionals to focus their attention on the
Debtors' restructuring efforts.

The Debtors provided KCC with a retainer in the amount of $15,000
prior to the Petition Date.

Evan Gershbein, Senior Vice President of Corporate Restructuring
Services at KCC, attests that the firm neither holds nor represents
any interest adverse to the Debtors' estates in connection with any
matter on which it would be employed, and is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code, and
as required by section 327(a) of the Bankruptcy Code.  

                   About Primorsk International

Headquartered in Nicosia, Cyprus, Primorsk International Shipping
Limited (Prisco) aka PISL operates a fleet of ice-class oil tankers
in the Arctic.  It was founded in 2004 and is owned by Apington
Investments, a British Virgin Islands holding company, which is
controlled by Russian native Alexander Kirilichev.

The Company (Bankr. S.D.N.Y. Case No. 16-10073) and affiliates
Boussol Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10074),
Malthus Navigati on Limited (Bankr. S.D.N.Y. Case No. 16-10075),
Jixandra Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10076),
Levaser Navigation Limited (Bankr. S.D.N.Y. Case No. 16-10077),
Hermine Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10078),
Laperouse Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10079),
Prylotina Shipping Limited (Bankr. S.D.N.Y. Case No. 16-10080),
Baikal Shipping Ltd (Bankr. S.D.N.Y. Case No. 16-10081), and Vostok
Navigation Ltd (Bankr. S.D.N.Y. Case No. 16-10082) filed separate
Chapter 11 bankruptcy petitions on Jan. 15, 2016.  The Company's
petitions were signed by Holly Felder Etlin, chief restructuring
officer.

On Jan. 21, 2016, the court ordered the joint administration of the
Debtors' cases under Case No. 16-10073.   

Primorsk estimated assets and liabilities between $100 million and
$500 million.

Judge Martin Glenn presides over the cases.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP serves as
the Debtors' bankruptcy counsel.  AlixPartners, LLP, is the
Debtors' financial and restructuring advisor.  Kurtzman Carson
Consultants LLC serves as their claims and noticing agent.


PULTEGROUP INC.: Fitch Rates Senior Note Offerings 'BB+'
--------------------------------------------------------
Fitch Ratings has assigned a 'BB+'/RR4 rating to PulteGroup, Inc.'s
(NYSE: PHM) offerings of $300 million of 4.25% senior notes due
2021 and $700 million of 5.50% senior notes due 2026. The Rating
Outlook is Positive.

This issue will be ranked on a pari passu basis with all other
senior unsecured debt. Net proceeds from the notes offering will be
used to redeem or repay at maturity its 6.50% senior notes due May
1, 2016 ($465 million outstanding) and to use the remaining net
proceeds for general corporate purposes, which may include share
repurchases, repayment of other existing debt, and acquisition and
development of land. A complete list of ratings follows this
release.

KEY RATING DRIVERS

The current ratings and Positive Outlook reflect PHM's operating
performance in 2014/2015 and current financial ratios (especially
leverage and coverage) which compare well vs. its peers, its solid
liquidity position and favorable prospects for the housing sector
in 2016. Fitch believes that the housing recovery is firmly in
place (although the rate of recovery remains well below historical
levels and will likely continue to occur in fits and starts). The
Outlook also takes into account the enhanced senior management team
and the board's more shareholder-friendly strategy.

The rating for PHM reflects the company's broad geographic and
product diversity, a long track record of adhering to a disciplined
financial strategy and, somewhat more recently, an at times,
aggressive growth strategy (via mergers and acquisitions). The
merger with Centex in August 2009 further enhanced the company's
broad geographic and product line diversity. Centex's significant
presence in the first move-up and especially the entry-level
categories complemented PHM's strength in both the move-up and
active adult segment. PHM's Del Webb (active adult) segment is
perhaps the best recognized brand name in the homebuilding
business. The company also did a good job in reducing its inventory
and generating positive operating cash flow during the severe
housing downturn from 2007 through 2011 and since then.

PHM's future ratings and Outlook will be influenced by broad
housing market trends as well as company-specific activity such as
land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new-order
activity, debt levels and free cash flow trends and uses.

DEBT AND LIQUIDITY

The ratings and Outlook also take into account the company's
successful execution of its debt repayment strategy following the
merger with Centex in August 2009 and more recently. Subsequent to
the merger the company repurchased $1.5 billion of senior notes
through a tender offer. PHM also retired $898.5 million in debt in
2010, $323.9 million in 2011, $592.4 million in 2012, $462 million
in 2013, $245.7 million in 2014 and $238.0 million in 2015.
Remaining debt maturities are well laddered with $122.8 million
scheduled to mature in October 2017 and $299.3 million due in 2032.
As of Dec. 31, 2015, PHM had $754.2 million of unrestricted cash
and equivalents and $2.08 billion of senior notes.

The reduced debt and growing profitability have enabled the company
to improve its debt/EBITDA ratio from 14.3x at the end of 2010 to
1.9x at the end of 2015. During that same period, interest coverage
improved to 8.3x from 0.9x.

As a cost saving measure and to provide increased operational
flexibility, PHM voluntarily terminated its $250 million unsecured
revolving credit facility effective March 30, 2011. Then on July
23, 2014, PHM entered into a senior unsecured RCF that matures on
July 21, 2017. The facility provides for maximum borrowings of $500
million and contains an uncommitted accordion feature that could
increase the size of the facility to $1 billion.

On Sept. 30, 2015, Pulte entered into a senior unsecured $500
million term loan agreement with an initial maturity date of Jan.
3, 2017, which can be extended at Pulte's option up to 12 months.

As is the case with other public homebuilders, PHM is using the
liquidity accumulated over the past few years to maintain and where
possible expand its land position and trying to acquire land at
attractive prices.

In late July 2013, the board of directors reinstituted a quarterly
dividend ($0.05 per share). The board had eliminated the $0.04 per
share quarterly dividend in November 2008 to conserve cash. In
October 2014, Pulte's board declared a 60% increase in its
quarterly dividend to $0.08 per share. On Dec. 2, 2015, its board
announced a further increase in its quarterly dividend to $0.09 per
share.

In previous years, Pulte authorized and announced a share
repurchase program. Pulte announced in October 2014 that its board
approved an increase to its share repurchase authorization of $750
million and then a further increase of $300 million in December
2015. PHM repurchased 7.2 million shares (cost $118.1 million) in
2013, 12.9 million shares (cost $245.8 million) in 2014 and 21.2
million shares (cost $433.7 million) in 2015. The share repurchase
authorization has $604.8 million remaining as of Dec. 31, 2015.
Management has indicated that its first priority in allocating
capital is to invest in its business, and then to return excess
funds to shareholders in the form of dividends and share
repurchases on a routine and systematic basis.

REAL ESTATE

As of Dec. 31, 2015, PHM controlled 138,079 lots, of which 69.5%
are owned and the remaining 30.5% controlled through options. Total
lots controlled represent an 8.1-year supply of total lots based on
LTM closings, while the company owns 5.6-years of lots. The
company's land position has historically been longer compared to
other public homebuilders due to its Del Webb operations. PHM's
active adult and certain master-planned communities can take from
five to seven years or longer during their build-out.

During the first few years off the market bottom, the company was
relatively subdued in committing to incremental land purchases
because of its already sizeable land position. Of course, the
acquisition of Centex in 2009 allowed the company to sharply
increase its land position.

PHM spent $750 million on land and development in 2009, while
Centex spent roughly $200 million. PHM spent $980 million on land
and development in 2010 and $1.04 billion in 2011. The company paid
out $924 million for land and development in 2012 - roughly 1/3 for
land and 2/3 for development activities. PHM spent approximately
$1.3 billion on real estate in 2013 with roughly 40% for land and
60% for development. For full year 2014 the company spent $1.8
billion on real estate: about 50% for land and 50% on development.
This was approximately $200 million below the board's authorization
level. In 2015, Pulte expended $1.2 billion for land and $1.1
billion on development. During 2016, Pulte has indicated that it
plans to spend $1.6 billion on land, including the acquisition of
certain homebuilding assets of John Wieland Homes and
Neighborhoods. Development spending could be similar to land
expenditures this year. (For perspective, PHM alone spent $4.6
billion on land and development in 2006.)

PHM continues to have meaningful development expenditures,
partially due to its Del Webb active adult (retiree) operations,
but largely related to its Pulte brand. Currently, fewer developed
lots are available to buy; thus, more raw land, which will require
development spending, is being acquired for its Pulte and Centex
brands. This is also the case for other homebuilders.

Fitch is comfortable with PHM's land strategy given the company's
cash position, debt maturity schedule, proven access to the capital
markets, and management's demonstrated discipline in pulling back
on its land and development activities during periods of distress.
Additionally, Fitch expects management to be disciplined with the
uses of its cash, refraining from significant share repurchases or
one-time dividends to its stockholders that would meaningfully
deplete its liquidity position.

THE INDUSTRY

Housing metrics increased in 2014 due to more robust economic
growth during the last three quarters of the year (prompted by
improved household net worth, industrial production and consumer
spending), and consequently acceleration in job growth (as
unemployment rates decreased to 6.2% for 2014 from an average of
7.4% in 2013), despite modestly higher interest rates, as well as
more measured home price inflation. A combination of tax increases
and spending cuts in 2013 shaved about 1.5pp off annual economic
growth, according to the Congressional Budget Office. Many
forecasters estimate the fiscal drag in 2014 was only about 0.25%.


Single-family starts in 2014 improved 4.8% to 648,000 as
multifamily volume grew 15.6% to 355,000. Thus, total starts in
2014 were 1.003 million. New home sales were up a modest 1.6% to
436,000, while existing home volume was off 2.9% to 4.940 million
largely due to fewer distressed homes for sale and limited
inventory.

New home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance. Average new
home prices, as measured by the Census Bureau, rose 6.4% in 2014,
while median home prices advanced approximately 5.4%.

Housing activity ratcheted up more sharply in 2015 with the support
of a generally robust economy throughout the year. Considerably
lower oil prices restrained inflation and left American consumers
with more money to spend. The unemployment rate moved lower (5.0%
in 2015). Credit standards steadily, moderately eased throughout
2015. Demographics were somewhat more of a positive catalyst.
Single-family starts rose 10.3% to 715,000 as multifamily volume
grew about 11.5% to 396,000. Total starts were just in excess of
1.1 million. New home sales increased 14.6% to 501,000. Existing
home volume approximated 5.260 million, up 6.5%.

New home price inflation slimmed with higher interest rates and the
mix of sales shifting more to first time homebuyer product. Average
home prices increased 2.8%, while median prices rose 3.8%.

Sparked by a similarly growing economy the housing recovery is
expected to continue in 2016. Although interest rates are likely to
be higher, a robust economy, healthy job creation, demographics,
pent-up demand, steep rent increases, and further moderation in
lending standards should stimulate housing activity. More of those
younger adults who have been living at home should find jobs and
these 25- to 35-year-olds should provide some incremental elevation
to the rental and starter home markets. First time buyers should be
able to take advantage of less expensive mortgage insurance and
lenders offering low downpayment programs. Housing starts should
approximate 1.22 million with single-family volume of 0.80 million
and multifamily starts of 0.42 million. New home sales should reach
574,000, up 14.6%. Existing home volume growth should again be
mid-single digit (+4.0%).

Average and median home prices should rise 2.0%-2.5%.

Challenges remain including the potential for higher interest rates
and restrictive credit qualification standards.

KEY ASSUMPTIONS

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

-- Industry single-family housing starts improve 11.5%, while new

    and existing home sales grow 14.6% and 4.0%, respectively, in
    2016;
-- PHM's revenues increase at a high-teens pace and homebuilding
    pretax margins erode 100-150 bps this year;
-- The company's debt/EBITDA approaches 2x and interest coverage
    approximates 8x by year-end 2016;
-- PHM spends close to $3.2 billion on land acquisitions and
    development activities this year;
-- The company maintains a healthy liquidity position (above $1
    billion with a combination of unrestricted cash and revolver
    availability).

RATING SENSITIVITIES

A positive rating action leading to a low investment grade rating
may be considered if the recovery in housing appears likely for the
next few years and meets or exceeds Fitch's current outlook, PHM at
least maintains current credit metrics (particularly debt-to-EBITDA
of 2x and interest coverage at or above 7x) and the company
preserves a substantial liquidity position.

A negative rating action could be triggered if the industry
recovery dissipates; PHM's 2016 and 2017 revenues drop meaningfully
while the EBITDA margins decline below 12%; and PHM's liquidity
position falls sharply, perhaps below $500 million, as the company
pursues overly aggressive shareholder-friendly actions (e.g.
dividends, share repurchase).

Fitch has the following ratings for PHM:

PulteGroup, Inc.:
-- Long-term IDR 'BB+';
-- Senior unsecured notes 'BB+/RR4';
-- Unsecured revolving credit facility 'BB+/RR4;
-- Term loan 'BB+/RR4'.

Centex Corp.:
-- Long-term IDR 'BB+';
-- Senior unsecured debt 'BB+/RR4'.

The Rating Outlook is Positive.

RECOVERY RATING

In accordance with Fitch's updated Recovery Rating (RR)
methodology, Fitch is now providing RRs to issuers with IDRs in the
'BB' category. The 'RR4' for PHM's senior unsecured debt supports a
rating of 'BB+', the same as PHM's IDR, and reflects average
recovery prospects in a distressed scenario.


QUIRKY INC: Peter Schaeffer Okayed as Wind Down Officer
-------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized Quirky, Inc., et al., to employ
Peter Schaeffer of GlassRatner Advisory & Capital Group LLC, nunc
pro tunc to Jan. 19, 2016, as wind down officer.

The Court also ordered that the engagement letter be modified so
that any reference to Mr. Schaeffer serving the Debtors as
consultant, wind down consultant or WDC will be changed to officer,
wind down officer or WDO, respectively.

Pursuant to the engagement letter, WDC will be a consultant for the
Company and will, in conjunction with the general counsel and
administrative officer, be responsible for overseeing the wind down
of the Company.  The primary duties of the WDC will be to review
any and all expenditures which at this point in the process are
primarily administrative charges and professional fees.

GR will be paid by the Company, for the services of the WDC, at the
rate of $10,000 per month in advance.

In addition, GR will be reimbursedd by the Company for any
reasonable out-of-pocket expenses of the WDC.

They will also not be be required to submit fee applications
pursuant to Sections 330 and 331 of the Bankruptcy Code.

Jeffrey L. Cohen, Esq., at Cooley LLP, submitted a certification of
the Debtors' counsel in relation to the application.  Mr. Cohen
said that before the objection deadline, the U.S. Trustee made an
informal objection requesting that the retention of the wind down
consultant be changed to a wind down officer.  The Debtors resolved
the informal objection with the U.S. Trustee by agreeing to change
the retention of the wind down consultant to a wind down officer.

The Debtors are represented by:

        Jeffrey L. Cohen, Esq.
        Michael A. Klein, Esq.
        Richelle Kalnit, Esq.
        COOLEY LLP
        1114 Avenue of the Americas
        New York, NY 10036
        Tel: (212) 479-6000

                        About Quirky, Inc.

Headquartered in New York City, Quirky designs and develops various
products ranging from electronics, home and garden, kitchen and
organization and sells those products through big box retailers
like Target and Home Depot and online through its Web site.  The
Company sold over 150 different products and a total of 4 million
units, generating over $50 million in revenue from its retail and
consulting businesses in 2014.

Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed
Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No.
15-12596) on Sept. 22, 2015, with a deal to sell their assets
related to the Wink business line as a going concern to
Flextronics International USA Inc., for $15 million, absent higher
and better offers.

The petitions were signed by Charles Kwalwasser, the chief
administrative officer.

Judge Martin Glenn is assigned to the jointly administered cases.

Quirky estimated assets in the range of $10 million to $50 million
and liabilities of at least $50 million.

The Debtors have engaged Cooley LLP as counsel, Klestadt Winters
Jureller Southard & Stevens LLP as conflicts counsel, Centerview
Partners LLC as investment bankers, FTI Consulting, Inc., as
financial advisors, Rust Consulting/Omni Bankruptcy as claims and
noticing agent and Hilco IP Services LLC dba Hilco Streambank as
intellectual property disposition consultant to Quirky, Inc.

The U.S. Trustee for Region 2 appointed five members to the
Official Committee of Unsecured Creditors.


RAIN CII: Moody's Cuts Corporate Family Rating to 'B3'
------------------------------------------------------
Moody's Investors Service downgraded the ratings of Rain CII Carbon
LLC, including the corporate family rating (CFR) to B3 from B2,
probability of default rating (PDR) to B3-PD from B2-PD, and senior
secured ratings to B3 from B2. The outlook is negative.

Downgrades:

Issuer: Rain CII Carbon LLC

--  Probability of Default Rating, Downgraded to B3-PD from B2-PD

--  Corporate Family Rating, Downgraded to B3 from B2

-- Backed Senior Secured Regular Bond/Debenture, Downgraded to B3
(LGD3) from B2 (LGD3)

Issuer: Rain Escrow Corporation

-- Backed Senior Secured Regular Bond/Debenture, Downgraded to B3

    (LGD3) from B2 (LGD3)

Outlook Actions:

Issuer: Rain CII Carbon LLC

-- Outlook, Changed To Negative From Stable

RATINGS RATIONALE

The downgrade reflects the company's persistently weak debt
protection metrics, with Debt/ EBITDA, as adjusted by Moody's,
tracking at levels that exceed those normally appropriate for a B
rating, following the increase in debt to fund the early 2013
acquisition of Ruetgers. Due to the challenging industry
conditions, we expect no material improvement over the next 12-18
months.

A significant proportion of revenue is derived from sales of CPC
and CTP to the aluminum industry, which continues to face headwinds
and will continue to pressure performance, even though the company
has been able to maintain the spread between the CPC selling prices
and input costs by relaxing quality specifications. We acknowledge
that the company's new coal tar distillation plant developed by a
joint venture with its Russian partner PAO Severstal (Ba1, stable),
commenced operations in December 2015, and will increase the
company's coal tar distillation capacity going forward. We expect
that improved performance at Ruetgers and increased geographic
reach will help offset the continued pressure on the company's
domestic CPC and CTP sales.

Moody's believes that the company will maintain adequate liquidity
over the next four quarters, supported by roughly neutral free cash
flows and its cash position. Liquidity is further enhanced by a
$100 million asset-based revolver (ABL) that expires in 2020. We
expect the company to maintain sufficient availability under the
ABL over the next four quarters.

The negative outlook reflects our expectation that the company's
leverage will continue to be excessive for the rating category over
the next 12-18 months.

The ratings could experience downward pressure if the fundamentals
of its business were to further dramatically deteriorate or key
suppliers or off-takers were to move their business or curtail
operations. In addition, the rating could be negatively impacted if
leverage, as measured by the debt/EBITDA ratio, continues to be
sustained around current levels or if liquidity deteriorates.

Given the relatively modest size of the company, its exposure to
commodity-like products, dependency on the aluminum industry as an
end market, and weak performance, upward rating movement is
unlikely over the next 12 to 18 months. However, the rating or
outlook could be favorably impacted should the company show
sustained improvement in operating performance. Specifically, the
ability to sustain leverage (as measured by debt/EBITDA) of less
than 5.0 times could lead to a positive rating action.

Rain CII Carbon LLC (RCC) is a wholly owned subsidiary of Rain
Carbon Holdings LLC which is an indirect wholly owned subsidiary of
Rain Industries Limited (RIL), an Indian domiciled company. RCC and
its sister subsidiary Rain CII Carbon (Vizag) Limited (RCCVL), an
Indian domiciled calcining company, are among the top calciners
globally. RCC sells calcined petroleum coke (CPC) for two principal
end uses: the production of aluminum and the production of titanium
dioxide, although the aluminum industry remains the company's most
significant end market. RCC also sells steam and electricity from
waste heat generated during the calcining process. Through its
Ruetgers N.V. (Ruetgers) subsidiary, the company also engages in
coal tar distilling and the production of coal tar pitch (CTP),
along with co-products such as naphthalene oil, aromatic oils and
other carbon chemicals. For the twelve months ending September 30,
2015, RCC generated approximately $1.3 billion of revenues.


REALOGY HOLDINGS: Issues $250-Mil. Senior Notes Due 2021
--------------------------------------------------------
Realogy Group LLC (the "Company"), together with Realogy Co-Issuer
Corp., the Company's wholly-owned subsidiary, disclosed in a Form
8-K filed with the Securities and Exchange Commission that they
issued $250 million aggregate principal amount of 5.250% senior
notes due 2021, under a supplemental indenture, dated as of March
1, 2016,  among the Company, Realogy Holdings Corp., an indirect
parent of the Company, the Co-Issuer, the Note Guarantors and The
Bank of New York Mellon Trust Company, N.A., as trustee for the
Notes, to the same indenture governing the $300 million aggregate
principal amount of the Issuers' 5.250% senior notes due 2021,
dated as of Nov. 21, 2014, among the Company, Holdings, the
Co-Issuer, the Note Guarantors and the Trustee.

The Company intends to use the net proceeds from the offering of
the Additional Notes of approximately $247 million to temporarily
reduce outstanding borrowings under its revolving credit facility
and for working capital purposes, prior to using such net proceeds
to retire a portion of its outstanding 3.375% Senior Notes due 2016
at maturity in May 2016.

The Notes are unsecured senior obligations of the Company and will
mature on Dec. 1, 2021.  Interest on the Additional Notes will be
payable semiannually to holders of record at the close of business
on May 15 or November 15 immediately preceding the interest payment
date on June 1 and December 1 of each year, commencing June 1,
2015.  Interest on the Additional Notes will accrue from Dec. 1,
2015, the last day interest was paid on the Existing Notes, at the
rate of 5.250% per annum.  Accrued interest on the Additional Notes
was paid by purchasers of the Additional Notes from Dec. 1, 2015,
to the date of issuance of the Additional Notes.

On or after Dec. 1, 2017, the Issuers may redeem the Notes at their
option, in whole at any time or in part from time to time, at
specified redemption prices, plus accrued and unpaid interest to
the redemption date.  In addition, prior to Dec. 1, 2017, the
Company may redeem all or a portion of the Notes at a price equal
to 100% of the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest, plus a "make whole" premium.  The
Company may also redeem up to 40% of the aggregate principal amount
of the Notes at any time and from time to time on or prior to Dec.
1, 2017, with the net cash proceeds of certain equity offerings at
a price equal to 105.250% of the principal amount thereof, plus
accrued and unpaid interest, to the date of redemption.  If the
Company experiences certain kinds of changes in control, it must
offer to purchase the Notes at a price equal to 101% of the
principal amount, plus accrued and unpaid interest. If the Company
sells certain assets, it must offer to repurchase the Notes at 100%
of the principal amount, plus accrued and unpaid interest.

Additional information is available for free at:


                      http://is.gd/upFSU1

                   About Realogy Holdings Corp.

Realogy Holdings Corp. (NYSE: RLGY) is a global leader in
residential real estate franchising with company-owned real estate
brokerage operations doing business under its franchise systems as
well as relocation and title services.  Realogy's brands and
business units include Better Homes and Gardens(R) Real Estate,
CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R),
The Corcoran Group(R), ERA(R), Sotheby's International Realty(R),
NRT LLC, Cartus and Title Resource Group.  Collectively, Realogy's
franchise system members operate approximately 13,500 offices with
251,000 independent sales associates doing business in 104
countries around the world. Realogy is headquartered in Madison,
N.J.

Realogy Holdings reported net income attributable to the Company of
$143 million on $5.32 billion of net revenues for the year ended
Dec. 31, 2014, compared to net income attributable to the Company
of $438 million on $5.28 billion of net revenues during the prior
year.

As of Sept. 30, 2015, the Company had $8.02 billion in total
assets, $5.63 billion in total liabilities and $2.39 billion in
total equity.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RESTAURANTS ACQUISITION: Texas Comptroller Wants Transfer of Venue
------------------------------------------------------------------
The Texas Comptroller of Public Accounts and the Texas Workforce
Commission ask the U.S. Bankruptcy Court for the District of
Delaware to transfer the Chapter 11 case to the United States
District Court for the Northern District of Texas.

Rachel R. Obaldo, Esq., Assistant Attorney General at the
Bankruptcy & Collections Division, in Austin, Texas, relates that
the principal place of business for Debtor Restaurants Acquisition
I, LLC, is in Arlington, Texas and that the Debtor's operations,
assets and customers are all located in Texas primarily in the
Dallas/Fort Worth and Houston metropolitan areas.  She notes that
virtually all of the Debtor's current 950 employees are located in
Texas.  Ms. Obaldo further notes that more than 70% of the Debtor's
creditors are in Texas and 13 of the 20 largest unsecured creditors
are located in Texas.

Ms. Obaldo tells the Court that while the Debtor's connections to
Texas are clear, the Debtor's connection to Delaware does not
appear to extend beyond paper.  She further tells the Court that
the Debtor does not appear to conduct business in, or provide any
services in, Delaware.  Ms. Oblado adds that the Debtor does not
appear to be subject to any Delaware regulatory oversight and none
of the Debtor's books, records, officers or directors are located
in Delaware.  She contends that the Debtor's total assets and total
liabilities are approximately $8,500,000 and $12,500,000,
respectively.

Ms. Obaldo tells the Court that prior to the Petition Date,
litigation was pending between the Debtor and the Texas
Comptroller, a secured debtor and apparently the Debtor's largest
creditor, in Travis County District Court and the State Office of
Administrative Hearings relating to contested sales tax audits. She
further tells the Court that the disputes that arose with the
Debtor prior to the Petition Date will likely be of paramount
importance to the restructuring efforts of the Debtor during its
Chapter 11 case, commenced in Texas and based on Texas state law.

                        Debtor's Objection

Restaurants Acquisition I, LLC, contend that the Texas Comptroller
of Public Accounts and the Texas Workforce Commission ("Texas
Movants") are the only parties who have made a request to transfer
the venue of the Chapter 11 case, and they appear to be the
principal beneficiaries, at the Debtor's expense and to the
detriment of the Debtor's reorganization, in the event the
requested relief is granted.  The Debtor further contends that as a
Delaware entity, it is entitled to have the Chapter 11 case
administered in the District of Delaware and that it exercised its
informed business judgment in choosing to file its Chapter 11
petition with the Delaware Bankruptcy Court.

The Debtor tells the Court that the Texas Movants have failed to
establish that the Texas Bankruptcy Court, or any other forum,
presents a more convenient or just venue for the Chapter 11 case
than the Delaware Bankruptcy Court.  The Debtor further tells the
Court that its professionals are located in the District of
Delaware, and that other principal constituencies in the case,
including the Debtor's three pre-petition lenders and its largest
unsecured trade creditor, along with each of their counsel, are
either located in, or in immediate proximity to, the District of
Delaware or are geographically dispersed.  The Debtor asserts that
retention of venue before the Delaware Bankruptcy Court will not
hinder or prejudice the Texas Movants' ability to resolve the Use
Tax Disputes.

             Secured Creditor Also Opposes Transfer

American Express Bank, FSB, relates that it is a secured creditor
owed $850,000 as of the Petition Date, and has a vested interest in
the economic, efficient administration of the Debtor's Chapter 11
case.  The Bank further relates that it has obtained counsel in
connection with the Chapter 11 case located in Wilmington, Delaware
and Atlanta, Georgia.  The Bank adds that it is concerned that any
transfer of venue at this point in the case will delay the Debtor's
emergence from bankruptcy and will increase substantially the
professional fees and administrative burdens to be borne by the
estate.

                          *     *     *

The Texas Comptroller of Public Accounts and the Texas Workforce
Commission are represented by:

          Rachel R. Obaldo, Esq.
          Assistant Attorney General
          BANKRUPTCY & COLLECTIONS DIVISION
          P.O. Box 12548
          Austin, TX 78711-2548
          Telephone: (512)475-4551
          Facsimile: (512)936-1409
          E-mail: rachel.obaldo@texasattorneygeneral.gov
                 
Restaurants Acquisition I, LLC is represented by:

          Sean J. Bellew, Esq.
          Sommer L. Ross, Esq.
          Jarret P. Hitchings, Esq.
          DUANE MORRIS LLP
          222 Delaware Avenue, Suite 1600
          Wilmington, DE 19801-1659
          Telephone: (302)657-4900
          Facsimile: (302)657-4901
          E-mail: sjbellew@duanemorris.com
                  slross@duanemorris.com
                  jphitchings@duanemorris.com

American Express Bank, FSB is represented by:

          Kathleen M. Miller, Esq.
          SMITH, KATZENSTEIN & JENKINS LLP
          Brandywine Building
          1000 West Street, Suite 1501
          P.O. Box 410
          Wilmington, DE 19899-0410
          Telephone: (302)652-8400
          E-mail: kmiller@skjlaw.com

                  - and -

          Darryl S. Laddin, Esq.
          ARNALL GOLDEN GREGORY LLP
          171 17th Street, NW, Suite 2100
          Atlanta, GA 30363-1031
          Telephone: (404)873-8500
          E-mail: darryl.laddin@agg.com

                 About Restaurants Acquisition I

Restaurants Acquisition I, LLC filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 15-12406) on Dec. 2, 2015.
The petition was signed by Craig W. Barber as president.  Duane
Morris LLP represents the Debtor as counsel.

The Debtor operates a chain of full-service restaurants throughout
Texas, largely located in the Dallas-Fort Worth and Houston
metropolitan area, operating under the trade-names Black-eyed Pea
and Dixie House.  Through its restaurants, the Debtor also provides
its customers and patrons with on and off premises dining along
with catering services.

The Debtor's debt obligations consist of approximately $2.44
million in loans under a secured credit agreement with CNL
Financial Group, Inc., approximately $1.42 million in loans
owed to Grove Family Investments, L.P., approximately $850,000 owed
to American Express Bank, FSB, under a business and loan
security agreement and approximately $2.17 million in trade debt.

As of the Petition Date, the Debtor estimates that it has
approximately $3.92 million of unsecured trade debt and other
outstanding operating expenses, including, but not limited to,
rent, general operating payables and past-due taxes.


RESTAURANTS ACQUISITION: Wants Approval of Peterson Settlement
--------------------------------------------------------------
Restaurants Acquisition I, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware to approve its settlement and compromise
with Peterson Equities, LLC.

The Debtor relates that the goal of its Chapter 11 case is to
reorganize its business around certain of its Prepetition Stores
("Core Stores").  The Debtor further relates that as of the
Petition Date, it was locked out of one of its Core Stores, located
at 3825 Pavilion Court, Mesquite, Texas ("Store 2043"), by its
Landlord, Peterson Equities, LLC, for failure to pay rent.

The Debtor tells the Court that Store 2043 is integral to the
Debtor's reorganization efforts because it is one of the Debtor's
top five stores in terms of profitability.  The Debtor anticipates
that once re-opened, operations at Store 2043 will yield
approximately $233,000 of additional store-level cash flow
annually.  The Debtor further tells the Court that since the
lock-out, the Debtor has worked tirelessly to reach an agreement
with the Landlord that affords the Debtor the right to re-enter
Store 2043 and continue its operations therein.

In exchange for granting the Debtor re-entry into Store 2043, the
parties have agreed that:

     (i) The Debtor  will be permitted to inspect the Store 2043
premises;

    (ii) The parties will work together to repair or otherwise
remediate any damage or other issues occurring at the Store 2043
premises during the Lock-out;

   (iii) Upon satisfactory inspection and any agreement with regard
to any repair, (a) the parties will amend the Store 2043 Lease
Agreement; (b) the Debtor will assume the Store 2043 Lease
Agreement, as amended, and cure the existing defaults thereunder;
(c) Landlord will pay the outstanding 2015 property tax amounts,
plus penalties and interest through the date of payment, and will
thereafter be reimbursed for the costs of the same by the Debtor;
and (d) the Debtor will waive all claims and causes of action,
including those arising under chapter 5 of the Bankruptcy Code it
may have against the Landlord.

    (iv) Upon approval of the Settlement Agreement, and without
further contingency, the parties have agreed that the Landlord will
be allowed a general unsecured claim against the Debtor's estate in
the amount of $297,598 on account of the Debtor's rejection of the
Store 2059 Lease Agreement and a general unsecured claim against
the Debtor's estate in the amount of $200,489 on account of the
unpaid prepetition rent due under the Store 2066 Lease Agreement
and 2066 Sublease.

The Debtor relates that the amendment to the Store 2043 Lease
Agreement will:

     (a) extend the current lease term from the current lease
termination date of January 5, 2018 to January 1, 2026;

     (b) adjust the minimum monthly base rent from $14,938.67 to
$12,500 per month during the new lease term, with the base rent
amount to increase annually by $500 per month starting in January
2017;

     (c) provide that in addition to the base rent, Landlord shall
be entitled to an annual percentage rent of 5% of Store 2043 sales
in excess of $1.8 million, with payments for such overage made
annually within 60 days of each calendar year end; and

     (d) to provide an option for the Debtor to extend the lease
term for an additional period of five years.

The Debtor relates that it has come to an agreement with the
Landlord that $173,161.36 plus an amount equal to all outstanding
2015 real property taxes, including penalties and interest as paid
by the Landlord pursuant to the Settlement Agreement and Lease
Addendum is necessary to cure any and all existing defaults.

The Debtor further relates that the parties have agreed that
payment of the Cure Amount may be done in accordance with the
following schedule:

A. Payment of the Default Cure Amount:

     (a) payment of $10,000 within one business day of the
Assumption Effective Date;

     (b) payment of $10,000 within 30 days of the Assumption
Effective Date; and

     (c) payment of the balance of the Default Cure Amount in
monthly installments over the course of 10 years, plus 12% interest
annually on all outstanding amounts, with the first monthly payment
being due on the first day of the month after the Assumption
Effective Date and all subsequent payments due on the first day of
each month thereafter.

B. Payment of the 2015 Tax Cure Amount:

     (a) to be paid in equal monthly installments over a period of
10 months, to be paid on the first day of the month following the
Assumption Effective Date and all subsequent payments due on the
first day of each month thereafter.

The Debtor contends that it will be entitled to immediate
re-possession and re-entry of the Leased Premises upon the
Landlord's receipt of the Initial Cure Payment. The Debtor further
contends that as additional consideration or the Landlord's
agreement to amend the Store 2043 Lease Agreement, the Debtor has
agreed to pay to the Landlord the total amount of $56,113 ("Rent
Reduction Consideration") over 10 years.  The Debtor adds that the
Rent Reduction Consideration represents the differential between
the new Base Rent with the rental reduction applied and the
previously scheduled rent with all applicable rental increases
applied, spread out into monthly payments over 10 years.  The
Debtor notes that the deferred Rent Reduction Consideration payment
will allow the Debtor to increase its cash flow and allow for an
initial rental reduction for 2016 and 2017 while adequately
compensating Landlord for the value of the leased space.

Restaurants Acquisition I is represented by:

          Sean J. Bellew, Esq.
          Sommer L. Ross, Esq.
          Jarret P. Hitchings, Esq.
          DUANE MORRIS LLP
          222 Delaware Avenue, Suite 1600
          Wilmington, DE 19801-1659
          Telephone: (302)657-4900
          Facsimile: (302)657-4901
          E-mail: sjbellew@duanemorris.com
                  slross@duanemorris.com
                  jphitchings@duanemorris.com

                 About Restaurants Acquisition I

Restaurants Acquisition I, LLC filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 15-12406) on Dec. 2, 2015.
The petition was signed by Craig W. Barber as president.  Duane
Morris LLP represents the Debtor as counsel.

The Debtor operates a chain of full-service restaurants throughout
Texas, largely located in the Dallas-Fort Worth and Houston
metropolitan area, operating under the trade-names Black-eyed Pea
and Dixie House.  Through its restaurants, the Debtor also
provides
its customers and patrons with on and off premises dining along
with catering services.

The Debtor's debt obligations consist of approximately $2.44
million in loans under a secured credit agreement with CNL
Financial Group, Inc., approximately $1.42 million in loans
owed to Grove Family Investments, L.P., approximately $850,000
owed
to American Express Bank, FSB, under a business and loan
security agreement and approximately $2.17 million in trade debt.

As of the Petition Date, the Debtor estimates that it has
approximately $3.92 million of unsecured trade debt and other
outstanding operating expenses, including, but not limited to,
rent, general operating payables and past-due taxes.


RIDEOUT'S LLC: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Rideout's, LLC
        6 Waterfront Drive
        Weston, ME 04424

Case No.: 16-10104

Chapter 11 Petition Date: March 2, 2016

Court: United States Bankruptcy Court
       Maine (Bangor)

Debtor's Counsel: J Scott Logan, Esq.
                  LAW OFFICE OF J. SCOTT LOGAN, LLC
                  75 Pearl Street, Suite 212
                  Portland, ME 04101
                  Tel: (207) 699-1314
                  Fax: (207) 772-0385
                  E-mail: scott@southernmainebankruptcy.com

Total Assets: $1.25 million

Total Liabilities: $714,600

The petition was signed by James Brown, president/member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/meb16-10104.pdf


ROCKWELL MEDICAL: Incurs $14.4 Million Net Loss in 2015
-------------------------------------------------------
Rockwell Medical, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$14.42 million on $55.35 million of sales for the year ended
Dec. 31, 2015, compared to a net loss of $21.32 million on $54.18
million of sales for the year ended Dec. 31, 2014.  The Company
also reported a net loss of $48.78 million for the year ended
Dec. 31, 2013.

For the three months ended Dec. 31, 2015, the Company reported a
net loss of $5.76 million on $14.13 million of sales compared to a
net loss of $6.38 million on $14.44 million of sales for the same
period in 2014.

As of Dec. 31, 2015, Rockwell Medical had $87.82 million in total
assets, $25.50 million in total liabilities and $62.31 million in
total shareholders' equity.

As of Dec. 31, 2015, the Company had current assets of $84.6
million and net working capital of $76.5 million.  The Company has
approximately $70.7 million in cash and investments as of Dec. 31,
2015.  The Company uses of cash have primarily been for research
and product development, investments in inventory to support our
product launches and for operating expenses.  Cash flow from
operations used $16.2 million in 2015, which included research and
development expenses of $5 million and an increase of $4 million in
inventory levels.  The Company also received $2.8 million from the
exercise of stock options during 2015 and paid $2.9 million in
taxes related to equity compensation in exchange for common shares
retained by the Company.  The Company's capital expenditures of
$0.8 million in 2015 were approximately equivalent to its
depreciation and amortization costs.

"We had an exceptional year in 2015," stated Mr. Robert L. Chioini,
Chairman and CEO of Rockwell.  "We obtained FDA approval for
Triferic, scaled-up manufacturing and launched our novel iron
replacement drug in September.  We have been educating customers
large and small about Triferic's clinical and cost-saving benefits
and its convenient in-center use.  We have also strengthened the
foundation for the drug's commercial success by developing new
packaging, which provides economic benefit to our customers and
Rockwell, and it should be commercially available in about 8 weeks.
Importantly, we are working with CMS to obtain transitional add-on
payment for Triferic which, if obtained, should have a positive
impact on market adoption.  We expect Triferic sales to grow
considerably in 2016.  Additionally, in advancing our global
licensing strategy, we recently secured what we believe to be the
best positioned pharmaceutical partner in China to commercialize
Triferic for both hemodialysis and future therapeutic indications,
along with Calcitriol, in what will become the single largest
dialysis market in the world."  Mr. Chioini also stated, "We expect
to have Calcitriol commercially available to customers in the U.S.
near the end of April and we expect our product sales to start
generating profits in 2016."

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

                      http://is.gd/p2ARpZ

                         About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.


RYCKMAN CREEK: Hires Kurtzman Carson to Provide Admin Services
--------------------------------------------------------------
Ryckman Creek Resources, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC to provide
administrative services, nunc pro tunc to the February 2, 2016
petition date, including:

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

   (b) collecting and tabulating votes in connection with any plan

       filed by the Debtors and providing ballot reports to the
       Debtors and their professionals;

   (c) generating an official ballot certification and testifying,

       if necessary, in support of the ballot tabulation results;

   (d) managing any distributions made pursuant to a confirmed
       plan; and

   (e) performing such other administrative services as may be
       requested by the Debtors that are not otherwise allowed
       under the 156(c) Order.

Kurtzman Carson will apply to the Court for allowance of
compensation and reimbursement of out-of-pocket expenses incurred
after the Petition Date in connection with the performance of
Administrative Services in the Chapter 11 Cases, in accordance with
the applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Bankruptcy Rules, the United States Trustee
Guidelines for Reviewing Applications for compensation and further
orders of this Court.

Prior to the Petition Date, the Debtors paid Kurtzman Carson an
initial retainer of $10,000.

Evan Gershbein, senior vice President of Corporate Restructuring
Services of 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 Ryckman

Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016.  The petitions were signed
by Robert Foss as chief executive officer.  Kevin J. Carey has been
assigned the case.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC as management provider, Evercore Group
LLC as investment banker, and Kurtzman Carson Consultants LLC as
claims and noticing agent.

The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.  As of the Petition Date, Ryckman had
approximately $333 million of prepetition bank debt.


RYCKMAN CREEK: Taps APS to Provide CRO and VP of Restructuring
--------------------------------------------------------------
Ryckman Creek Resources, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ AP Services, LLC to provide interim management
and restructuring services to the Debtors; and to designate Thomas
B. Osmun as chief restructuring officer and Robert D. Albergotti as
vice president of restructuring to the Debtors.

APS agreed that Mr. Osmun will serve as the Debtors' CRO and Mr.
Albergotti will serve as the Debtors' VPR. Working collaboratively
with the Debtors' senior management team and board of directors, as
well as the Debtors' other professionals, Mr. Osmun and Mr.
Albergotti will assist the Debtors in evaluating and implementing
strategic and tactical options through the restructuring process.

APS also agreed to provide certain temporary staff to assist Mr.
Osmun and Mr. Albergotti.

The Debtors anticipate that during the Chapter 11 Cases, in
addition to the ordinary course duties of a CRO and VPR, the
Temporary Staff will perform these services:

   (a) assist the Debtors in working with and negotiating with
       their lender groups to address short-term liquidity
       requirements, including but not limited to meeting
       with lenders, developing presentations, and providing
       management with financial analytical assistance necessary
       to facilitate such negotiations;

   (b) provide assistance to management in connection with the   
       Debtors' development of a business plan, and such other
       related forecasts as may be required by lenders in
       connection with negotiations or by the Debtors for other
       corporate purposes;

   (c) assist the Debtors and their management in evaluating and
       developing a short term cash flow forecasting tool and
       related methodologies and to assist to further identify
       and implement both short-term and long-term liquidity
       generating initiatives;

   (d) assist with the development and distribution of
       information required by the Debtors' various constituents,
       including customers, lenders, and investors;

   (e) assist in obtaining and presenting information required by
       parties in interest in the Debtors' bankruptcy process
       including any potential official committees, the U.S.
       Trustee, and this Court;

   (f) assist the Debtors in other business and financial aspects
       of the Chapter 11 Cases, including, but not limited to,
       development of a disclosure statement and a plan of
       reorganization; and

   (g) assist with such other matters as may be requested that
       fall within APS expertise and that are mutually agreeable.

APS will be paid at these hourly rates:

       Thomas Osmun, managing director      $1,015
       Robert Albergotti, director          $770
       Drew Lockard, director               $770
       Managing Director                    $960–$1,095
       Director                             $720–$880
       Vice President                       $530–$635
       Associate                            $365–$470
       Analyst                              $315–$345
       Paraprofessional                     $240–$260

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

APS received advance retainer payments aggregating to $100,000. In
the 90 days prior to the Petition Date and in addition to the
Retainer described above, the Debtors paid APS a total of
$161,868.22 incurred in providing services to the Debtors.

Thomas B. Osmun, managing director of AlixPartners, LLP and
authorized representative of APS, 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.

APS can be reached at:

       Thomas B. Osmun
       AP Services, LLC
       2000 Town Center, Ste 2400
       Southfield, MI 48075

                          About Ryckman

Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
16-10292 to 16-10295) on Feb. 2, 2016.  The petitions were signed
by Robert Foss as chief executive officer.  Kevin J. Carey has been
assigned the case.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP
as counsel, AP Services, LLC as management provider, Evercore Group
LLC as investment banker, and Kurtzman Carson Consultants LLC as
claims and noticing agent.

The Debtors estimated both assets and liabilities in the range of
$100 million to $500 million.  As of the Petition Date, Ryckman had
approximately $333 million of prepetition bank debt.


SABLE OPERATING: Debtor, Lenders Agree to Hire Operator
-------------------------------------------------------
Debtor Sable Operating Company, its lender group, and
party-in-interest RKJ Holdings LLC, have made a joint application
to retain Borderline Operating as operator of the Debtor's oil and
gas production.

The Debtor is a small exploration and production company operating
on 20,000 acres of mineral leases it acquired in Palo Pinto County,
Texas.  It financed the acquisition of these leases through loans
from the Lender Group and RJK.

As part of the Debtor's business operations, it is necessary to
operate and maintain oil and gas production.  Those actions
including: maintaining equipment, monitoring production, disposing
of waste and generally maximizing existing operations.  Those
actions were handled pre-bankruptcy by a group at Sable which has
since left. After discussion with the Lender Group and
consideration of several proposals, the Debtor, the Lender Group,
and RKJ all agree to hire Borderline Operating.

Borderline is located in Graham, Texas, physically near the
operations in Palo Pinto County.  Borderline was interviewed by
members of the Lender Group and its proposal appeared the most
economic.

The terms of the agreement between Borderline and the Debtor are
spelled out in the Joint Operating Agreement.  In summary, the
terms of the agreement are:

     (i) $300 per month for operating each producing well; and

    (ii) $50 per month for insurance on any well producing or shut
in.

For example, if there are 25 wells producing, Borderline's charge
day one would be $7,500 plus $5,950 for insurance costs plus pass
through pumper fees of $8,000 to $10,000 per month (for three
pumpers). Since the operator is still assessing needs, the total
cost can be better determined closer to the hearing.

Borderline, through its principal, Brandon Coley, attests that the
firm holds no interests that are adverse to the estate and is
disinterested as per 11 U.S.C. Sec. 327.

Borderline may be reached at:

     Brandon Coley
     BORDERLINE OPERATING
     330 W Industrial Blvd
     Graham, TX 76450

Counsel for the ad hoc lender committee are:

     Mark E. Andrews, Esq.
     Aaron M. Kaufman, Esq.
     DYKEMA COX SMITH
     1201 Elm Street, Suite 3300
     Dallas, TX 75270
     Tel: (214) 698-7800
     Fax: (214) 698-7899
     Email: mandrews@dykema.com
            akaufman@dykema.com

Counsel for the Debtor:

     Joyce W. Lindauer, Esq.
     Joyce W. Lindauer Attorney, PLLC
     12720 Hillcrest Road, Suite 625
     Dallas, TX 75230
     Tel: (972) 503-4033
     Fax: (972) 503-4034
     Email: joyce@joycelindauer.com

                   About Sable Operating Company

Sable Operating Company, doing business as Nytex Petroleum, Inc.,
owns an approximate 20,000 acres of oil and gas leases in Palo
Pinto County, Texas that it purchased in October of 2014.

Sable Operating Company sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 15-33460) in Dallas on Aug. 28, 2015.  The case is
assigned to Judge Stacey G. Jernigan.  Sable estimated $10 million
to $50 million in assets and debt.

Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, in
Dallas, serves as counsel to the Debtor.

The Lender Group consists of Venture Strong II, LLC, R&D Royalties,
Penn Investment Funds, LLC, RMT Energy, LLC, ELSR, LP, Judah Oil,
LLC, Scott Family Trust, John R. Bertsch, Ellis Holdings, LLC,
Midland Pipe & Equipment, Prejos Partners, and William Daly Powers
Family 2012 GST Exempt Trust.  They are represented by Mark
Andrews, Esq., and Aaron Kaufman, Esq., at Dykema Cox Smith; and
Brandon Jones, Esq., at Shannon, Gracey, Ratliff & Miller, LLP.


SAN BERNARDINO, CA: Has Until March 30 to File Ch 9 Plan
--------------------------------------------------------
The Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the
Central District of California has entered an order continuing from
Feb. 10, 2016, to March 30, 2016, the last day for the City of San
Bernardino, California, to file and serve an amended Chapter 9
plan, amended Disclosure Statement and motion on vote solicitation
procedures and other matters related to Plan confirmation.

The hearing to consider approval of the City's Disclosure Statement
and Solicitation Motion is continued from March 9, 2016, to April
27, 2016, at 1:30 p.m.

The last day to file and serve objections or other responses to the
City's Disclosure Statement and Solicitation Motion will be April
13, 2016.  The last day for the City to file and serve replies in
support of its Second Amended Disclosure Statement and Solicitation
motion will be April 20, 2016.  

The next status conferences in adversary proceedings nos.
6:15-01116-MJ and 6:15-01119-MJ will be on April 27, 2016, at 1:30
p.m.

The Court has continued the case status conference in the City's
bankruptcy case from March 9, 2016, at 1:30 p.m. to April 27, 2016,
at 1:30 p.m.

The Court, having considered the the City's Report on Recent
Developments Related to the First Amended Chapter 9 Plan and
Attendant Disclosure Statement -- a copy of which is available for
free at http://is.gd/ZClg0V-- and the record of the status
conference held in this case on Feb. 4, 2015, finds that the
changes in the briefing schedule and related matters are
reasonable, necessary and in the best interests of the City, its
creditors and parties in interest in this case.

The Report states that the City now has the task of revising its
financial projections, Chapter 9 Plan treatment of claims and
Disclosure Statement to address the settlement with the San
Bernardino City Professional Firefighters, Local 891, the
implementation of annexation of the City into the County Fire
District, the settlement with bondholders Erste Europaische
Pfandbrief-Und Kommunalkreditbank AG, and U.S. municipal bond
insurer Ambac Assurance Corporation and the impacts of the City's
recent contract with Burrtec Waste Industries, Inc.

On Jan. 25, 2016, the City and the SBCPF reached an agreement,
which settles all outstanding issues between the City
and the SBCPF and has since been ratified by a vote of the members
of the SBCPF and by the unanimous approval of the City's Common
Council and Mayor.  

On Jan. 12, 2016, the Hon. Otis D. Wright, II, of the Central
District of California affirmed the Bankruptcy Court's denial of
San Bernardino City Professional Firefighters Local 891's motion
for relief from stay.  The Bankruptcy Court held that the
Firefighters could not pursue an action in state court against
Debtor-Appellee City of San Bernardino and its officers for
violating state law by reducing the Firefighters' salaries and
benefits following the City's unilateral rejection of their
collective bargaining agreement.

The Firefighters filed an appeal with the District Court, arguing
that their proposed claims are not stayed under 11 U.S.C.
Section 362(a) or 11 U.S.C. Section 922.  The Firefighters had
sought relief from stay to file an action alleging violations of
state law arising from new employment conditions imposed after the
City rejected its collective bargaining agreement.  

                    About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debt of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.

                          *     *     *

The Troubled Company Reporter, on Oct. 28, 2015, reported that the
hearing on the disclosure statement with respect to the Plan for
the Adjustment of Debts of the City of San Bernardino, California,
has been continued to Dec. 23, 2015, at 1:30 p.m.


SAN BERNARDINO: US Trustee Removes 2 Members From Retirees Panel
----------------------------------------------------------------
Peter C. Anderson, the U.S. Trustee for Region 16, has modified the
reconstituted Official Committee of Retired Employees in the
Chapter 9 case of San Bernardino, California, to reflect as
follows:

      1. Michael Billdt
         E-mail: mbilldt@verizon.net

      2. Aaliyah K. Harkley
         E-mail: roscoe111@verizon.net

      3. Steve M. Klettenberg
         E-mail: smkberg@roadrunner.com

      4. John A. Kramer
         E-mail: skinsguy@verizon.net

      5. Dennis Moon
         E-mail: dennismoon@verizon.net

      6. Barbara S. Pachon
         E-mail: pachrry@netscape.net

      7. Robert L. Simmons
         E-mail: rlsimmons@riversidelegalaid.org

Jeffrey L. Breiten and Vickie Walker have been removed from the
Committee.

                    About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debt of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.

                          *     *     *

The Troubled Company Reporter, on Oct. 28, 2015, reported that the
hearing on the disclosure statement with respect to the Plan for
the Adjustment of Debts of the City of San Bernardino, California,
has been continued to Dec. 23, 2015, at 1:30 p.m.


SEVEN GENERATIONS: Moody's Confirms 'B1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service, confirmed Seven Generations Energy
Ltd.'s (7G) Corporate Family Rating (CFR) at B1, Probability of
Default Rating at B1-PD and senior unsecured notes rating at B2.
The Speculative Grade Liquidity Rating remains SGL-2. The rating
outlook is positive. This action resolves the review for downgrade
that was initiated on January 21, 2016.

"The confirmation reflects that 7G's leverage and coverage metrics
will remain strong in 2016 and 2017 despite the dramatic fall in
commodity prices," said Paresh Chari, Moody's Analyst. "7G's cash
flow and production will increase through 2016 and 2017, improving
these metrics."

Outlook Actions:

Issuer: Seven Generations Energy Ltd.

-- Outlook, Changed To Positive From Rating Under Review

Confirmations:

Issuer: Seven Generations Energy Ltd.

-- Probability of Default Rating, Confirmed at B1-PD

-- Corporate Family Rating, Confirmed at B1

-- Senior Unsecured Regular Bond/Debenture, Confirmed at B2(LGD4)

RATINGS RATIONALE

7G's B1 Corporate Family Rating (CFR) primarily reflects low
leverage (2017 debt/EBITDA around 2x; retained cash flow/debt
around 40%), strong coverage (2017 EBITDA/interest near 6x) and
good liquidity (SGL-2). 7G is expected to double production in 2016
to 100,000 boe/d from its still-economic liquids-rich Montney
acreage. 7G's concentration in a single field and a single
formation, decline rates that require a significant capex program
to maintain production and a large growth capex program to increase
production and develop its large proved undeveloped reserve base,
which entails execution risk.

The SGL-2 Speculative Grade Liquidity Rating reflects 7G's good
liquidity. At September 30, 2015, 7G had C$651 million of cash and
a fully available C$850 million borrowing base revolving credit
facility (May 2018 maturity). Moody's expects negative free cash
flow of about C$450 million in 2016, which will be funded from cash
and revolver drawings. There are no debt maturities until 2020.
Alternate liquidity is limited given that substantially all of the
company's assets are pledged.

In accordance with Moody's Loss Given Default (LGD) methodology,
the US$700 million and U$425 million senior unsecured notes are
rated B2, one notch below the B1 CFR because of the existence of
the priority ranking C$850 million secured revolver.

The positive outlook reflects Moody's expectation that 7G's
leverage metrics will improve from strong levels in 2017, despite
the stressed commodity price environment and high capital spend in
2016.

The rating could be upgraded to Ba3 if 7G can execute on its growth
program leading to retained cash flow to debt above 30% and sustain
expected production.

The rating could be downgraded to B2 if retained cash flow to debt
falls towards 15%, production and reserves decline, or if liquidity
worsens.

Seven Generations Energy Ltd. is a Calgary, Alberta-based
exploration and production company which produced roughly 50,000
boe/d in 2015, consisting of roughly 40% natural gas, 40%
condensate and 20% other natural gas liquids (NGLs).


SFX ENTERTAINMENT: Moody's Cuts PDR to 'D-PD' on Bankr. Filing
--------------------------------------------------------------
Moody's Investors Service downgraded SFX Entertainment, Inc.'s
(SFXE) probability of default rating (PDR) to D-PD from Ca-PD and
affirmed SFXE's corporate family rating (CFR) at Ca and the rating
of the company's senior secured notes at Ca (LGD3). The rating
outlook was changed to stable from negative. The company's
speculative grade liquidity rating remains unchanged at SGL-4
(weak).

Subsequent to the actions, all of SFXE's ratings will be withdrawn
as the company has entered bankruptcy proceedings. Please refer to
Moody's ratings withdrawal policy on moodys.com.

The following summarizes Moody's ratings and the rating actions for
SFXE:

Issuer: SFX Entertainment, Inc.

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

Corporate Family Rating: Affirmed at Ca

Second Lien Senior Secured Notes: Affirmed at Ca (LGD3)

Outlook: Changed to Stable from Negative

Speculative Grade Liquidity Rating: Unchanged at SGL-4

RATINGS RATIONALE

The downgrade of SFXE's PDR follows the announcement that the
company and its U.S. subsidiaries commenced voluntary petitions
under Chapter 11 of the United States Bankruptcy Code.

SFX Entertainment's ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against other
issuers both within and outside SFX Entertainment's core industry
and believes SFX Entertainment's ratings are comparable to those of
other issuers with similar credit risk.

Corporate Profile

Headquartered in New York, New York, SFX Entertainment, Inc.,
(SFXE), is a leading producer of live events and media and
entertainment content focused exclusively on electronic music
culture (EMC).


SH 130 CONCESSION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                  Case No.
       ------                                  --------
       SH 130 Concession Company, LLC          16-10262
       10800 N. US 183 Hwy
       Buda, TX 78610

       Zachry Toll Road - 56 LP                16-10263

       Cintra TX 56 LLC                        16-10264

Type of Business: Engineering & Construction Services

Chapter 11 Petition Date: March 2, 2016

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtors' General       David M. Feldman, Esq.
Counsel:               Matthew K. Kelsey, Esq.
                       Alan Moskowitz, Esq.
                       Matthew G. Bouslog, Esq.
                       GIBSON, DUNN & CRUTCHER LLP
                       200 Park Avenue
                       New York, New York 10166-0193
                       Tel: (212) 351-4000
                       Fax: (212) 351-4035
                       E-mail: DFeldman@gibsondunn.com
                              MKelsey@gibsondunn.com
                              AMoskowitz@gibsondunn.com
                              MBouslog@gibsondunn.com

Debtors'               Patricia B. Tomasco, Esq.
Local                  JACKSON WALKER L.L.P.
Counsel:               100 Congress Ave., Suite 1100
                       Austin, Texas 78701
                       Tel: (512) 236-2000
                       Fax: (512) 236-2002
                       E-mail: ptomasco@jw.com

                         - and -

                       Jennifer F. Wertz, Esq.
                       JACKSON WALKER L.L.P.
                       100 Congress Ave., Suite 1100
                       Austin, Texas 78701
                       Tel: (512) 236-2247
                       Fax: (512) 391-2147
                       E-mail: jwertz@jw.com

Debtors' Notice,       PRIME CLERK LLC
Claims,
Solicitation,
Balloting and
Tabulation
Agent:

Estimated Assets: $1 billion to $10 billion

Estimated Debts: $1 billion to $10 billion

The petition was signed by Alfonso Orol, chief executive officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
TxDOT                                   Trade           $283,425   
     
125 East 11th Street
Austin, TX 78701
General Counsel
Tel: (512) 463-8630
Fax: (512) 475-3070

Delcan                                  Trade           $213,128

Ramming Paving                          Trade           $199,887

Bluebonnet Electric                     Trade             $9,112

Pedernales Electric                     Trade             $6,576

Interstate Steel                        Trade             $6,485

CNH America, LLC                        Trade             $4,428

Glosserman Automotive Center, Inc.      Trade             $3,600

Grainger                                Trade             $3,500

Telefonica USA, Inc.                    Trade             $2,965

Guadalope Valley Electric Corp.         Trade             $2,796

Greater New Braunfels Chamber of        Trade             $1,500
Commerce

Austin Turf & Tractor                   Trade             $1,414

Klotz & Associates                      Trade             $1,365

Texas Corrugators, Inc.                 Trade             $1,272

Jani-King                               Trade             $1,263

Intisun Training and Language           Trade             $1,148

Creedmoor-Maha Water                    Trade               $676

San Antonio Chamber of Commerce         Trade               $536

Lockhart Chamber of Commerce            Trade               $310


SH 130 CONCESSION: Files for Ch. 11 with $1.2BB in Secured Debt
---------------------------------------------------------------
SH 130 Concession Company, LLC (the "Concessionaire") and its two
affiliates CINTRA TX 56, LLC and Zachry Toll Road - 56 LP commenced
cases under Chapter 11 of the Bankruptcy Code as a result of their
failure to implement an out-of-court restructuring and potential
defaults under their prepetition credit facilities.

Headquartered in Buda, Texas, the Concessionaire was formed to
finance, develop, design, construct, operate, and maintain segments
five and six of Texas State Highway 130 (the "Tollway") in
partnership with the Texas Department of Transportation.  Pursuant
to a Facility Concession Agreement dated March 2007,  TxDOT granted
the Concessionaire exclusive rights to impose tolls in exchange for
payment of $142.6 million.

Paul Harris, chief financial officer of the Concessionaire, said
that a number of factors have coalesced that significantly strained
the Concessionaire's ability to continue to service its outstanding
indebtedness and, ultimately, led to the Debtors' filing of the
Chapter 11 cases.  Those events, he added, include the worldwide
economic crisis that commenced in 2007 and the concomitant negative
impact on projected traffic volumes that led to revenues being
significantly below levels projected when construction of the
Tollway was financed.

As diclosed in filings with the Court, the Concessionaire's
consolidated lender debt, as of the Petition Date, totaled
approximately $1.27 billion.  The debt consists, among other
things, of amounts owed to NP Paribas (f/k/a Fortis Bank S.A./N.V.,
UK Branch), as administrative agent, and Banco Santander, S.A., New
York Branch, as Fronting Bank, totaling $720.75 million and amounts
owed to the United States Department of Transportation, acting by
and through the Federal Highway Administrator, amounting to
$550,875,000, as Dec. 31, 2015.  The Concessionaire also owes
approximately $1.9 million in unsecured trade debt as of the
Petition Date, Court filings show.

                        Swap Agreements

Tthe Concessionaire is party to the following swap agreements
pursuant to ISDA Master Agreements with n Caixa - Banco de
Investimento, S.A.; Espirito Santo, plc, as successor to Banco
Espírito Santo, S.A., New York Branch; Bankia S.A.; Fortis Bank SA
Sucursal en Espana and Banco Santander, S.A., all dated March 7,
2008.

Pursuant to each of the Swap Agreements, a net payment in each
Hedge Counterparty's favor was due to be made by the Concessionaire
to each
such Hedge Counterparty on the payment date under the respective
Swap Agreements scheduled for June 30, 2014.

In connection with the Waiver Agreement, the Hedge Counterparties
agreed to waive the Swap Obligation until Dec. 15, 2014.  In
connection with the Modification and Waiver Agreement, Hedge
Counterparties agreed to waive the Swap Obligation until Jan. 29,
2016.  Accordingly, pursuant to the Modification and Waiver
Agreement, the Swap Obligation was due to be made by the
Concessionaire on Jan. 29, 2016.

The Hedge Counterparties have not exercised early termination
rights under their respective Swap Agreements.  However, as of the
Petition Date, if those rights were so exercised, the
Concessionaire would be indebted and liable to the Hedge
Counterparties in the aggregate estimated amount of $312 million,
according to the Court filings.

                      Prepetition Negotiations

The Debtors said they negotiated with the Prepetition Secured
Parties regarding a global resolution to restructure the
outstanding debt or in the alternative to reach a resolution
regarding an extension of the Modification and Waiver Agreement to
allow the parties an opportunity to reach a global resolution.
Although significant progress was made, no resolution has been
reached.

The Debtors intend to use the bankruptcy process to continue to
negotiate with the Prepetition Secured Parties to reach a
consensual resolution and restructuring of the outstanding debt.

                         First Day Motions

Contemporaneously with the petitions, the Debtors filed "first day"
motions seeking authority to, among other things, pay employee
obligations, prohibit utility providers from discontinuing
services, and use cash collateral.  A full-text copy of the
declaration in support of the First Day Motions is available for
free at:
    
       http://bankrupt.com/misc/18_SH130_Declaration.pdf

                     About SH 130 Concession

SH 130 Concession Company, LLC, Zachry Toll Road - 56 LP and Cintra
TX 56 LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex.
Case Nos. 16-10262, 16-10263 and 16-10264, respectively) on March
2, 2016.  The petition was signed by Alfonso Orol as chief
executive officer.  The Debtors have estimated assets in the range
of $1 billion to $10 billion.

Toll Road - 56 and TX 56 are holding companies that collectively
hold the equity interests in the Concessionaire.  They have no
operations and, other than their obligations under a Pledge
Agreement, have no creditors.


The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk
LLC as notice, claims, solicitation, balloting and tabulation
agent.

Judge Tony M. Davis has been assigned the case.


SPORTS AUTHORITY: $595MM DIP Loan Requires Sale by April 28
-----------------------------------------------------------
Sports Authority Inc., the 463-store sporting goods retailer, filed
for Chapter 11 bankruptcy with a $595 million financing in place to
fund its restructuring but lenders are keeping the company on a
short lease.

After accumulating substantial losses and with substantial debt
obligations, the Debtors have decided to pursue a comprehensive
restructuring of their business operations and their debt
obligations under the auspices of the Bankruptcy Code.

The Debtors will run a dual-track process.  The Debtors have
initiated and will run an expedited sale process.  At the same
time, the Debtors will negotiate with their creditors regarding a
plan of reorganization.

As of the Petition Date, the Debtors owe a total of approximately
$1.1 billion in principal plus accrued interest on their secured
debt obligations, which include (i) $345.5 million in principal and
$25.7 million in letters of credit under an asset-based revolving
credit facility (the "ABL" Loan") provided by lenders led by Bank
of America, N.A., as administrative agent, (ii) $95.3 million owed
under a first-in, last-out term loan ("FILO Loan") provided by
lenders led by BofA, as administrative agent, and Wells Fargo Bank,
N.A., as FILO Agent, (iii) $276.7 million on a term loan provided
by lenders led by Wilmington Savings Fund Society, FSB, as
administrative agent, and (iv) $369.3 million in principal
outstanding under mezzanine notes.

In consultation with their advisors, the Debtors negotiated with
certain of their lenders regarding potential debtor-in-possession
postpetition financing to support the Debtors' efforts in the
Chapter 11 cases.  Certain ABL Lenders and FILO Lenders jointly
agreed to provide the Debtors with postpetition financing in the
form of a senior secured, super-priority asset based revolving
credit facility of up to $500 million (the "Revolving DIP Loan")
and a senior secured, super-priority first in last out term loan
credit facility of up to $95,285,000 in aggregate principal amount
the financing provided by the DIP Loans is critical to obtaining
ongoing vendor support, which is necessary for the Debtors to
continue their operations pending the Debtors' proposed sale of
their business operations (the "Proposed Sale Transaction") or the
Debtors' confirmation of a chapter 11 plan of reorganization.

Concurrently with the efforts to obtain DIP financing, the Debtors
and Rothschild began a process to pursue a chapter 11 exit strategy
through a sale of the Debtors' businesses.   Accordingly, the
Debtors said they will file a motion seeking to establish bidding
procedures for the sale of substantially all of the Debtors' assets
pursuant to Section 363 of the Bankruptcy Code (the "Proposed Sale
Transaction").

Following extensive, arms'-length negotiations, the Debtors and the
DIP Lenders reached agreement on a case timeline that adequately
balances the Debtors' need to execute a robust marketing process
for their business with the need of all stakeholders to realize
asset value on an expeditious basis. In order to satisfy the
requirements set forth in the DIP Credit Agreement, the Debtors
request, pursuant to a motion filed concurrently herewith a hearing
to be held on regular notice for the approval of the Debtors'
proposed bid procedures in connection with a sale. The DIP Credit
Agreement is conditioned on the following case milestones:

   * Petition Date: Debtors must file (i) the Bid Procedures
Motion, (ii) a motion seeking authority to close and liquidate up
to 180 stores operated by the Debtors and to engage a liquidator in
respect thereof (the "Store Closing Motion"), and (iii) a motion
seeking to extend the time period to assume or reject leases to not
less than 210 days from the Petition Date (the "Lease Designation
Extension Motion");

   * March 16, 2016: Debtors must have obtained an order approving
the Store Closing Motion on an interim basis;

   * April 1, 2016: Debtors must have obtained an order approving
the Lease Designation Extension Motion;

   * April 11, 2016: To the extent not previously delivered, the
Debtors must deliver bid packages to any potential bidders for the
Debtors' businesses or assets that are identified by the DIP Agent
(as defined below) (provided such potential bidders have entered
into confidentiality agreements reasonably acceptable to the
Debtors;

   * April 21, 2016: Deadline to receive/submit binding bids with
respect to the Proposed Sale Transaction;

   * April 25, 2016: Auction (if necessary);

   * April 27, 2016: Hearing for the Proposed Sale Transaction;
and

   * April 28, 2016: Deadline to close Proposed Sale Transaction.

The obligations arising under the DIP Credit Agreement are
scheduled to mature no later than June 30, 2016.  Accordingly, the
Debtors intend to -- and the Final Order will provide the Debtors
with authority to -- utilize the proceeds of the Proposed Sale
Transaction to pay-off, in full, the DIP Facility at or prior to
its scheduled maturity.

                       About Sports Authority

Sports Authority Holdings is a privately held company incorporated
in Delaware and headquartered in Englewood, Colorado.  Sports
Authority is one of the nation's largest full-line sporting goods
retailers, with roots dating back to 1928.  Sports Authority
currently operates 464 stores and five distribution centers across
40 U.S. states and Puerto Rico.  Sports Authority is among the top
five sporting goods retailers.

On March 2, 2016, Sports Authority Holdings Inc. and six other
related entities filed voluntary petitions for relief under Chapter
11 of the United States Bankruptcy Code.  The cases are jointly
administered under Case No. 16-10527 before the Honorable Mary F.
Walrath in the United States Bankruptcy Court for the District of
Delaware.


SPORTS AUTHORITY: Bankruptcy Part of Larger Wave
------------------------------------------------
Liz Moyer, writing for The New York Times' DealBook, reported that
the sporting goods retailer Sports Authority's bankruptcy can add
itself to the pile of losers from the pre-crisis leveraged buyout
boom.

According to the report, citing Thomson Reuters, private equity
firm Leonard Green & Partners in Los Angeles bought Sports
Authority in 2006 for $1.3 billion, which would make it 188 out of
the top 200 deals from that era.  Many of those companies
languished in the portfolios of private equity firms while the
markets tried to recover from the 2008 financial crisis, but some
of those companies are struggling, the report noted.

The DealBook pointed out that the biggest deal that went bust was
the $44.3 billion purchase of the Dallas-based TXU Corporation by
the Texas Pacific Group, Kohlberg Kravis Roberts and Goldman Sachs
in 2007.  The company has since changed its name to Energy Future
Holdings, and it filed for bankruptcy in 2014 with nearly $50
billion in debt, the report added.



SPORTS AUTHORITY: Retains A&G to Manage Sale of Store Leases
------------------------------------------------------------
A&G Realty Partners, a commercial real estate, advisory and
investment group, on March 2 disclosed that it has been retained by
The Sports Authority to manage the sale of retail store leases and
assist in reducing the Company's occupancy costs following its'
recent Chapter 11 bankruptcy filing.

A&G Realty is currently accepting bids on the leases, which range
from 10,000 to 75,000 square feet located in many of the major
retail markets in the country including prestigious locations in
California, Florida, Puerto Rico and in addition, the company is
exiting the Texas market.  For a complete list of stores please
visit www.agrealtypartners.com

The auction will take place in mid-April.

"The company has many attractive below market rate leases that are
well positioned in key retail strip centers.  By taking assignment
of leases, retailers have the opportunity to enter new markets and
gain access to projects they may have previously been unable to
penetrate.  The availability of these leases is expected to attract
interest from many national and local retailers," said Emilio
Amendola, A&G Co-President.

                   About A&G Realty Partners

A&G Realty Partners -- http://www.agrealtypartners.com--
specializes in real estate dispositions, lease restructurings,
facilitating growth opportunities, valuations and acquisitions. A&G
Realty clients include some of the nation's most recognizable
retail brands in healthy and distressed situations.  A&G Realty is
a leader in finding innovative ways to consolidate and reconfigure
real estate to achieve the highest possible value.  A&G Realty was
founded in 2012 and headquartered in New York with offices in
Chicago and Los Angeles.

                     About Sports Authority

Headquartered in Englewood, CO, Sports Authority --
http://www.sportsauthority.com-- is one of the largest full-line
sporting goods retailers, with 463 locations across 41 states and
Puerto Rico. Sports Authority offers a broad range of sporting
goods from leading brands and is the active family's destination
for footwear, apparel, fitness, team sports and outdoor recreation.
The League by Sports Authority, a free and easy rewards program,
offers members 5% back after they earn 100 points or more during a
quarterly period.


SUMMIT MIDSTREAM: S&P Affirms 'B+' CCR, Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit and 'B' senior unsecured debt ratings on Summit
Midstream Partners L.P.  The outlook is stable.

The '5' recovery rating is unchanged, and reflects S&P's
expectation for modest (10% to 30%; lower half of the range)
recovery if a payment default occurs.

S&P believes the announced transaction is neutral for credit
quality.

"The stable outlook reflects our expectation for adequate liquidity
and adjusted debt to EBITDA in the 4.5x to 5x range," said Standard
& Poor's credit analyst Mike Llanos.

S&P could lower the rating due to volume pressure, elevated
counterparty risk, or operational underperformance, such that
adjusted debt to EBITDA is sustained above 5x.

Higher ratings are unlikely over the next year given Summit's
volumetric exposure to low rated counterparties.  S&P could,
however, consider higher ratings if the partnership continues to
improve its scale and geographic scope while maintaining debt
leverage below 4x.


SUNCOKE ENERGY: Moody's Cuts Corporate Family Rating to 'B2'
------------------------------------------------------------
Moody's downgraded the corporate family rating (CFR) of SunCoke
Energy, Inc. (SXC) to B2 from Ba3, the probability of default
rating (PDR) to B2-PD from Ba3-PD, the ratings on the SXC secured
credit facility to B3 from Ba1, the ratings on SXC senior unsecured
notes due 2019 to Caa1 from B1, and the ratings on senior unsecured
notes of SunCoke Energy Partners, L.P. (SXCP) to B3 from B1. The
Speculative Grade Liquidity rating was changed to SGL-3 from SGL-2.
The outlook is stable.

At the same time, Moody's withdrew the CFR, PDR and SGL at SXCP,
due to the substantial majority of operating assets having been
dropped down to SXCP level, with only a small proportion of debt
still outstanding at SXC level. The two entities are now assessed
on a consolidated basis, with SXCP's senior unsecured notes rated
as noted above.

Downgrades:

Issuer: SunCoke Energy, Inc.

-- Probability of Default Rating, Downgraded to B2-PD from Ba3-PD

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

-- Corporate Family Rating, Downgraded to B2 from Ba3

-- Senior Secured Bank Credit Facility, Downgraded to B3 (LGD4)
    from Ba1 (LGD2)

-- Senior Unsecured Regular Bond/Debenture , Downgraded to Caa1
    (LGD6) from B1 (LGD4)

Downgrades:

Issuer: SunCoke Energy Partners, L.P.

-- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
    (LGD4) from B1 (LGD4)

Withdrawals:

Issuer: SunCoke Energy Partners, L.P.

-- Probability of Default Rating, Withdrawn , previously rated
    Ba3-PD

-- Speculative Grade Liquidity Rating, Withdrawn , previously
    rated SGL-2

-- Corporate Family Rating, Withdrawn , previously rated Ba3

Outlook Actions:

Issuer: SunCoke Energy, Inc.

-- Outlook, Remains Stable

Issuer: SunCoke Energy Partners, L.P.

-- Outlook, Remains Stable

RATINGS RATIONALE

The downgrade reflects the continuing headwinds in the company's
end markets, as steel makers continue to idle operations and cut
back production. The company's EBITDA declined in 2015 on the back
of declining sales in the spot market and above contract maximums,
as well as operating issues at Indiana Harbor and the
reorganization of Haverhill Chemicals LLC facility, which more than
offset the $21 million contribution from the Convent Marine
Terminal (CMT) acquired in August of 2015. At December 31, 2015,
Debt/ EBITDA, as adjusted by Moody's, exceeded 5.0x for SXC and
4.5x for SXCP (including only a partial year contribution from CMT
since acquisition date). We expect the leverage to decline below
4.5x on a consolidated basis in 2016, as the company enjoys full
year contribution from CMT and free cash flows are directed towards
debt repayment. Nevertheless, the B2 rating reflects the increased
event risk of contract restructuring or reorganization by one of
the company's key customers.

The ratings continue to reflect the stable business model of the
company's coke making operations, which supply coke to the
integrated steelmakers, including ArcelorMittal, AK Steel and US
Steel under long-term take-or-pay contracts with cost pass-through
provisions. We expect the company's cokemaking operations to show
steady earnings generation in 2016, as the company's customers
continue to honor their take-or-pay obligations. The ratings also
reflect the company's recent decision to eliminate the dividend at
SXC and direct cash flows towards deleveraging. We expect that in
the event performance is weaker than anticipated, SXCP
distributions would be reduced as needed to maintain leverage
metrics within acceptable range.

The ratings further reflect adequate liquidity, as reflected in the
SGL-3 rating. SXC liquidity is supported by $123 million in cash at
December 31, 2015 (including $49 million at SXCP), roughly $90
million of availability under SXC's $150 million revolver due 2018,
and $65 million available under SXCP's $185 million revolver due
2019. We expect SXCP to be in compliance with the restrictive
financial covenants under their credit agreements.

The five notch downgrade of SXC's secured revolver reflects our
expectation that almost all of consolidated EBITDA is now being
generated at SXCP, which effectively places the revolver in a
subordinated position relative to SXCP's debt. The B3 rating on
SXCP's senior unsecured notes, one notch below the CFR, reflect
their relative position in the capital structure with respect to
claim on collateral behind SXCP's secured revolver. The B3 rating
on SXC's secured credit facility and Caa1 rating on SXC's unsecured
notes reflect their effective subordination to SXCP's debt with
respect to claim on SXCP's assets.

The stable outlook reflects our expectation that the company will
maintain Debt/ EBITDA, as adjusted at or below 4.5x by directing
free cash flow towards debt repayment.

The ratings could be downgraded if liquidity were to deteriorate or
if Debt/ EBITDA, as adjusted, were expected to exceed 5.5x.

An upgrade would be considered should the company's end markets
stabilize and Debt/ EBITDA, as adjusted, were expected to be
maintained below 4.0x.


SUNRISE REAL ESTATE: Unit Sells Office Space for RMB 51.8MM
-----------------------------------------------------------
As disclosed in a Form 8-K filed with the Securities and Exchange
Commission, Shanghai Shang Yang Real Estate Consultation Company
Limited and Shanghai Daerwei Trading Company Limited, on Dec. 26,
2015, entered into an asset purchase agreement, pursuant to which
SHSY sold approximately 1,619.30 square meters of office spaces in
an office building located at No. 638, Hengfeng Road, Building A,
Shanghai, PRC 200070 to Daerwei.  The Asset Purchase is expected to
close by March 31, 2016.

SHSY is a wholly-owned subsidiary of Sunrise Real Estate Group,
Inc.  Daerwei is owned 58% by an entity that is majority-owned by
the wife of the chief executive officer of the Registrant, 19% by
SHSY and 11% by LinyiRui Lin Construction and Design Company
Limited, which is also a wholly-owned subsidiary of the
Registrant.

The purchase price for the Office Space was RMB 51,820,480
(approximately USD $7,978,273 using the 12/31/2015 exchange rate of
RMB 6.4951 per USD $1).  This Office Space was initially purchased
for RMB 42,476,600 (approximately USD $6,539,791 using the
12/31/2015 exchange rate of RMB 6.4951 per USD $1).  Prior to the
sale, SHSY obtained an independent appraisal which concluded that
the value of the Office Space less than the ultimate sale price.
On Feb. 16, 2016, Daerwei and SHSY entered into a supplementary
agreement to the Asset Purchase Agreement, pursuant to which
Daerwei agreed to pay SHSY RMB 8,096,950 (approximately USD
$1,236,037) as a reimbursement for fixtures previously installed in
the Office Space.

                   About Sunrise Real Estate

Headquartered in Shanghai, the People's Republic of China, Sunrise
Real Estate Group, Inc. was initially incorporated in Texas on
Oct. 10, 1996, under the name of Parallax Entertainment, Inc.
On Dec. 12, 2003, Parallax changed its name to Sunrise Real
Estate Development Group, Inc.  On April 25, 2006, Sunrise Estate
Development Group, Inc., filed Articles of Amendment with the
Texas Secretary of State, changing the name of Sunrise Real Estate
Development Group, Inc. to Sunrise Real Estate Group, Inc.,
effective from May 23, 2006.

The Company and its subsidiaries are engaged in the property
brokerage services, real estate marketing services, property
leasing services and property management services in China.

Sunrise Real Estate reported a net loss of $1.93 million in 2013
following a net loss of $3.47 million in 2012.

As of March 31, 2014, the Company had $69.9 million in total
assets, $67.7 million in total liabilities, and $2.20 million in
total shareholders' equity.

Finesse CPA, P.C., in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has a working capital deficiency, accumulated deficit from
recurring net losses for the current and prior years, and
significant short-term debt obligations currently in default or
maturing in less than one year.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


TEMPUR SEALY: S&P Raises CCR to 'BB', Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Lexington, Ky.-based Tempur Sealy International Inc. to
'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on the
company's senior secured credit facilities to 'BBB-' from 'BB+',
including its $350 million revolver due 2018, $550 million term
loan A due 2018, and $870 million term loan B due 2020.  The
recovery ratings remain '1', indicating S&P's expectations for very
high (90% to 100%) recovery in the event of a payment default.  S&P
raised its issue-level ratings on the company's $375 million senior
unsecured notes due 2020 and $450 million senior unsecured notes
due 2023 to 'BB' from 'BB-'.  The recovery ratings remain '3',
indicating S&P's expectations for meaningful (50% to 70%) recovery
in the event of a payment default at the higher end of the range.

"The upgrade reflects Tempur Sealy's improved credit protection
measures for 2015, specifically, the company reduced debt leverage
to below 4x, in line with our expectations," said Standard & Poor's
credit analyst Bea Chiem.

S&P believes that the company's financial policies will support
maintenance of leverage below 4x, despite an activist investor's
involvement, because of new management's stated leverage target of
3.5x.  Continued mid-single-digit revenue growth from pricing and
new-product introductions, partially offset by unfavorable foreign
currency exchange translation, along with EBITDA expansion from
favorable commodity costs, cost reduction actions, and the tapering
of one-time integration and restructuring charges, resulted in
leverage of roughly 3.4x for the fiscal year ended Dec. 31, 2015,
as compared with 4.6x for the same prior-year period.  The
company's debt decreased by about $148 million in fiscal 2015 from
fiscal 2014, and adjusted EBITDA grew roughly 13.5%.

S&P estimates the company's adjusted net debt was approximately
$1.5 billion as of Dec. 31, 2015.


TGHI INC: Lists $1.3-Mil. in Assets, $25-Mil. in Debts
------------------------------------------------------
TGHI, Inc., filed with the U.S. Bankruptcy Court for the Southern
District of New York its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,323,487
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $5,000,000
                                 -----------      -----------
        Total                     $1,323,487      $25,000,000

A copy of the schedules is available for free at:

            http://bankrupt.com/misc/TGHIInc_19_SAL.pdf

                         About TGHI, Inc.

TGHI, Inc. and Parent THI, Inc. filed petitions under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 16-10300 and
16-10301, respectively) on Feb. 9, 2016, to effectuate a wind down
and dissolution of their estates.

The Debtors were the former direct or indirect holding companies of
Targus Group International, Inc. and its operating subsidiaries --
which are now unaffiliated with the Debtors and are not "Debtors"
in the Chapter 11 Cases -- and were a leading global supplier of
carrying cases and accessory products for the mobile lifestyle.

TGII and its operating subsidiaries were a global supplier of
carrying cases and accessory products for the mobile lifestyle.
The Parent owns 100% of the equity interests in Holdings.  Holdings
owned 100% of the equity interests in TGII prior to the Oct. 30,
2015 transaction.

After various events of default commencing in December 2014 under
each of the operative senior secured revolving loan and term loan
credit facilities, the Debtors obtained various forbearances.
Pursuant to a Transaction Support Agreement dated May 21, 2015 with
holders of a prepetition $185 million credit facility, the Debtors
agreed to release the common stock into escrow and a marketing
process for a sale or refinancing transaction was commenced.  The
marketing process, however, failed to yield a result that would
repay a meaningful portion of the debt facilities.  On Oct. 30,
2015, 100% of the stock of TGII was released to an entity
controlled by the $185 Million Facility Lenders in exchange for an
agreement to fund the administration of the Debtors' Chapter 11
cases and the wind-down of the Debtors, and provide a "transaction
consideration" for the benefit of Holdings' creditors.

TGHI, Inc. estimated assets in the range of $1 million to $10
million and liabilities of $10 million to $50 million.  Parent THI,
Inc. estimated assets of $0 to $50,000 and liabilities of     $50
million to $100 million.

Judge Michael E. Wiles is assigned to the cases.

The Debtors have engaged Klestadt Winters Jureller Southard &
Stevens, LLP as counsel and Kurtzman Carson Consultants LLC as
claims, noticing agent and administrative agent.

The Debtors also tapped Kramer Levin Naftalis & Frankel LLP's Adam
C. Rogoff, Esq. -- arogoff@kramerlevin.com -- and Anupama
Yerramalli, Esq. -- ayerramalli@kramerlevin.com -- as special
counsel.

                          *     *    *

On Feb. 11, 2016, the Court entered an order establishing a March
18, 2016 general claims bar date, and an Aug. 8, 2016 governmental
claims bar date.


TRELLIS EARTH: U.S. Trustee Forms Four-Member Committee
-------------------------------------------------------
The Office of the U.S. Trustee on March 2 appointed four creditors
of Trellis Earth Products, Inc., to serve on the official committee
of unsecured creditors.

The unsecured creditors are:

     (1) Terry Keith, for
         Burris Electric
         P.O. Box 131
         Austin, IN 47102
         (812) 522- 7401
         tkeith@burriselectric.com

     (2) Louis Duncan, for
         Biehle Systems, Inc.
         9605 W. U.S. Highway 50
         Seymour, IN 47274
        (812) 523-3320
         lduncan@biehleinc.com

     (3) Tim Myshak, for
         Complete Distribution Services, Inc.
         P.O. Box 230517
         Portland, OR 97281
        (503) 597-1113
         Timm@shipcds.com

     (4) Shally Xu, for
         Zhejiang Wafa Ecosystem Science and
         Technology Co., Ltd.
         No. 1b Wafa Raod
         Sanjie Town, Shengzhou
         Zhejiang, China
         +86-575-83833886
         wfxuwenqin@wafadpm.com

The U.S. trustee appointed Louis Duncan of Biehle Systems, Inc. as
chairperson of the committee.

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

                       About Trellis Earth

Trellis Earth Products, Inc. filed a Chapter 11 petition (Case No.
16-90205) in the U.S. Bankruptcy Court for the Southern District of
Indiana (New Albany) on February 17, 2016.  The petition was signed
by William Collins, president.  The Debtor has tapped Tucker,
Hester, Baker & Krebs, LLC as its legal counsel.  The case is
assigned to Judge Basil H. Lorch III.  The Debtor estimated assets
of $1 million to $10 million, and debts of $10 million to $50
million in its petition.


TRINITY TOWN: Judge Sets Protocol for Filing of Plan Documents
--------------------------------------------------------------
Judge K. Rodney May on Feb. 11, 2016, held a status conference and
reviewed the nature and size of Trinity Town Center LLLP's
business, the overall status of the case, and considered the
respective positions of the parties represented at the status
conference.  The Court has determined that it is appropriate to
implement certain procedures to govern the filing of a plan of
reorganization and disclosure statement to ensure that this case is
handled expeditiously and economically.  

On Feb. 16, 2016, Judge May ordered that:

   * The Debtor will file a Plan and Disclosure Statement on or
     before May 16, 2016.

   * The Disclosure Statement will, at the minimum, contain
     adequate information pertaining to the Debtor in these
     areas:

     (a) Pre− and post−petition financial performance;

     (b) Reasons for filing Chapter 11;

     (c) Steps taken by the Debtor since filing of the petition
         to facilitate its reorganization;

     (d) Projections reflecting how the Plan will be feasibly
         consummated;

     (e) A liquidation analysis; and

     (f) A discussion of the Federal tax consequences as
         described in Section 1125(a)(1) of the Bankruptcy Code.

   * Pursuant to section 105(d)(2)(B)(vi) of the Bankruptcy Code,
     the hearing on the approval of the Disclosure Statement
     shall be consolidated with the hearing on the confirmation
     of the Plan and shall be scheduled as set forth.

   * If the Debtor fails to file a Plan and Disclosure Statement
     by the Filing Deadline, the Court shall issue an Order to
     Show Cause why the case should not be dismissed or converted
     to a Chapter 7 case pursuant to section 1112(b)(1) of the
     Bankruptcy Code.

                   About Trinity Town Center

Trinity Town Center LLLP owns the Trinity Town Center project, a
retail real estate development in Pasco County, Florida.

On Jan. 20, 2015, Trinity Town Center LLLP filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 16-00405) in Tampa, Florida.
The petition was signed by Michael D. Luetgert, chief restructuring
officer.

The Debtor estimated assets of $10 million to $50 million and debt
of $0 to $50,000.

The Debtor has tapped McIntyre Thanasides Bringgold Elliot as its
legal counsel.

                            *     *     *

The 11 U.S.C. Sec. 341(a) meeting of creditors is set for March 9,
2016.  The deadline for filing claims is May 9, 2016.


ULTRA PETROLEUM: Enter Into Waiver & Amendment Agreements
---------------------------------------------------------
Ultra Petroleum Corp. on March 2 disclosed that on March 1, 2016,
its wholly-owned subsidiary, Ultra Resources, Inc. entered into
waiver and amendment agreements with all of the Ultra Resources
lenders, including each of the lenders participating in Ultra
Resources' unsecured revolving credit facility and each of the
investors holding unsecured senior notes issued by Ultra Resources.
The waiver and amendment agreements provide the Company with an
opportunity to continue discussions with its creditors about
restructuring all of its debt burdens, including the senior notes
issued by the Company.

The waiver and amendment agreements postpone and defer the March 1,
2016 maturity and interest payments arising under the Ultra
Resources' senior notes and waive certain other potential defaults
that could occur under the Ultra Resources' debt agreements between
March 1, 2016 and April 30, 2016, subject to earlier termination of
the waivers based on terms and conditions specified in the waiver
and amendment agreements.

As previously reported, as of February 29, 2016, the Company had a
balance of cash on hand in excess of $266.0 million, which provides
substantial liquidity to fund the Company's continuing operations.

                      About Ultra Petroleum

Ultra Petroleum Corp. -- http://www.ultrapetroleum.com-- is an
independent energy company engaged in domestic natural gas and oil
exploration, development and production.  The company is listed on
the New York Stock Exchange and trades under the ticker symbol
"UPL".


UNIVERSAL WELL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Universal Well Service Holdings, Inc.
           dba Universal Oil Well Service Co.
           dba Canyon Reef Brine
        301 Commerce Street, Suite 1450
        Fort Worth, TX 76102

Case No.: 16-40979

Chapter 11 Petition Date: March 2, 2016

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Joseph F Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ASSOCIATES, LLP
                  801 Cherry Street, Suite 1010
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  E-mail: jpostnikoff@gpalaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Kenneth K. Conte, chief financial
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb16-40979.pdf


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

"The rating action follows the announcement that Vantage has
accepted an acquisition offer by McKesson Corp.  We expect McKesson
to fund the transaction with cash on hand and incremental debt, and
to assume or refinance Vantage's debt upon completion of the deal,
which we expect the companies to close in first quarter of 2017,"
said Standard & Poor's credit analyst Matthew O'Neill.

The rating action reflects Vantage's potential for higher issuer-
and issue-level ratings as a part of the consolidated entity once
the acquisition is completed.  The 'BBB+' corporate credit rating
on McKesson remains unchanged.

Upon the completion of the transaction, S&P expects to resolve the
CreditWatch.


VARIANT HOLDING: FX3 Debtors Has Final OK to Use Cash Collateral
----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Variant Holding Company, LLC's debtor
affiliates called the FX3 Portfolio Debtors final authority to use
cash collateral until the earliest of, among others, the occurrence
of an event of default, the date as of which all of the assets of
the FX3 Portfolio Debtors have been conveyed to third parties, the
occurrence of the effective date of a Chapter 11 plan for any of
the FX3 Portfolio Debtors, the occurrence of a final milestone
event of default, and 90 days after the closing of the first sale
to a third party of any FX3 Property.

The FX3 Portfolio Debtors entered into a prepetition credit
agreement in the original amount of $195,095,563 from the
predecessor of Wells Fargo Bank, N.A.  As of the Petition Date,
unpaid principal on the secured debt totaled $51,684,345, accrued
interest totaled $247,453, and fees totaled $755,000.

                      About Variant Holding

Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million in
assets and less than $100 million in debt.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.

Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").

The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing
units.

Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.

                        *     *     *

Variant Holding Company, LLC, and its subsidiary debtors, on Feb.
28, 2016, filed with the U.S. Bankruptcy Court for the District of
Delaware a Chapter 11 plan of liquidation and accompanying
disclosure statement, which, among other things, (a) contemplate a
sale of the Debtors' principal real estate assets and distribution
of the proceeds consistent with the priority scheme under the
Bankruptcy Code and the Beach Point Settlement Agreement, and (b)
provides for a Plan Administrator to liquidate or otherwise dispose
of the Estates' remaining assets.


VARIANT HOLDING: H14 Debtors Can Use Doral Bank Cash Until Dec. 1
-----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Variant Holding Company, LLC's debtor
affiliates called the H14 Portfolio Debtors final authority to use
cash collateral until the earliest of, among others, the effective
date of a Chapter 11 plan for any of the H14 Portfolio Debtors or
December 1, 2016.

The H14 Portfolio Debtors entered into a Loan Agreement dated
September 13, 2013, with Doral Bank, where the bank extended
$65,000,000.  As of the Petition Date, the H14 Portfolio Debtors
are liable for $55,271,546 under the Prepetition Debt.

                      About Variant Holding

Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million in
assets and less than $100 million in debt.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.

Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").

The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing
units.

Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.

                        *     *     *

Variant Holding Company, LLC, and its subsidiary debtors, on Feb.
28, 2016, filed with the U.S. Bankruptcy Court for the District of
Delaware a Chapter 11 plan of liquidation and accompanying
disclosure statement, which, among other things, (a) contemplate a
sale of the Debtors' principal real estate assets and distribution
of the proceeds consistent with the priority scheme under the
Bankruptcy Code and the Beach Point Settlement Agreement, and (b)
provides for a Plan Administrator to liquidate or otherwise dispose
of the Estates' remaining assets.


VARIANT HOLDING: Has Final OK to Obtain Beach Point DIP Loans
-------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Variant Holding Company, LLC, and its
subsidiaries final authority to obtain from Cortland Capital Market
Services LLC as administrative agent for the Beach Point Funds the
following postpetition financing:

   -- a "Tranche A Loan" in the principal amount of $3,321,601;
   -- a "Tranche B Loan" in the principal amount of $19,075,507;
      and
   -- a "Tranche B2 Loan" in the agreement principal amount of
      $20,000,000 of additional postpetition financing, subject to
      increase for any Permitted Cure Advances.

The Variant Debtors are also given final authority to use cash
collateral securing their prepetition indebtedness.

                      About Variant Holding

Tucson, Arizona-based Variant Holding Company, LLC, and its direct
and indirect subsidiaries are a commercial real estate business
with direct and indirect ownership interests in 23 real property
interests in various states.

Variant Holding commenced bankruptcy proceedings under Chapter 11
of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug.
28, 2014. Variant Holding estimated $100 million to $500 million in
assets and less than $100 million in debt.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company,
LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the
resolution authorizing the bankruptcy filing.

Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan.
12, 2016. Variant's property-owning subsidiaries, which own 23
apartment complexes, and which are debtors are: (1) Broadmoor
Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge
Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley
Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road
Terrace Apartments, LLC, and Sandridge Apartments, LLC
(collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper
Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury,
Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest
Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las
Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks
of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667
Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC,
7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC
(collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of
Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio
Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are
collectively referred as the "Property-Owning Debtors").

The FX3 Portfolio Debtors own 8 apartment projects in Texas,
Maryland, Virginia, and South Carolina, which properties total
1,850 housing units. The H14 Portfolio Debtors own 14 apartment
projects in Texas, which consist of a total of 5,050 housing
units.

Oaks at Stonecrest owns a single apartment project in Lithonia,
Georgia, which has 280 housing units.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as
counsel and UpShot Services LLC as claims and noticing agent.

                        *     *     *

Variant Holding Company, LLC, and its subsidiary debtors, on Feb.
28, 2016, filed with the U.S. Bankruptcy Court for the District of
Delaware a Chapter 11 plan of liquidation and accompanying
disclosure statement, which, among other things, (a) contemplate a
sale of the Debtors' principal real estate assets and distribution
of the proceeds consistent with the priority scheme under the
Bankruptcy Code and the Beach Point Settlement Agreement, and (b)
provides for a Plan Administrator to liquidate or otherwise dispose
of the Estates' remaining assets.


VARIANT HOLDING: Unsecureds to Get 8% Under Liquidation Plan
------------------------------------------------------------
Variant Holding Company, LLC, and its subsidiary debtors, filed
with the U.S. Bankruptcy Court for the District of Delaware a
Chapter 11 plan of liquidation and accompanying disclosure
statement, which, among other things, (a) contemplate a sale of the
Debtors' principal real estate assets and distribution of the
proceeds consistent with the priority scheme under the Bankruptcy
Code and the Beach Point Settlement Agreement, and (b) provides for
a Plan Administrator to liquidate or otherwise dispose of the
Estates' remaining assets.

Certain of the Debtors have entered into the Beach Point Purchase
Agreement, which contemplates a purchase price of $195,000,000 for
certain assets, subject to higher and better bids.  The Plan
incorporates the terms of the sale.

Under the Plan, holders of Class 5 - General Unsecured Claims
Against the Property-Owning Debtors will recover 100% of their
total allowed claims, while holders of Class 6 - General Unsecured
Claims Against Variant and the Intermediate Debtors will recover
3%-8% of their allowed claims, assuming all claimants opt into
voluntary settlement distribution, and 0%, absent settlement
distribution.

The Debtors request that the Confirmation Hearing be held during
the week of May 9, 2016.

A full-text copy of the Disclosure Statement dated Feb. 28, 2016,
is available at http://bankrupt.com/misc/VARIANTds0228.pdf

The Plan was filed by Richard M. Pachulski, Esq., Maxim B. Litvak,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP, in Wilmington, Delaware, on behalf of the Debtors.

                      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.


VERSO CORP: Bankruptcy Court Approves First Day Motions
-------------------------------------------------------
Verso Corporation on March 2 disclosed that it has received final
approval from the U.S. Bankruptcy Court in the District of Delaware
for a variety of first day motions related to its voluntary
restructuring under Chapter 11 of the U.S. Bankruptcy Code.  These
final orders issued by the court will allow Verso to continue
operating its business in the ordinary course as it restructures
its balance sheet.

"With the approval of our first day motions, including the
authorization of up to $600 million in debtor-in-possession (DIP)
financing, Verso has transitioned smoothly into the Chapter 11
process," said Verso President and CEO David J. Paterson.  "As we
move forward with our efforts to strengthen Verso's balance sheet
and position the company for long-term success, the court's
approval of these first day motions provides confidence that Verso
has the ability to continue operating our business as usual
throughout the restructuring process."

The approved first day motions authorize Verso to, among other
things, continue to pay employee salaries, wages and benefits, make
qualified retirement plan payments, honor customer programs and pay
suppliers in the ordinary course of business for post-petition
goods and services.  Importantly, approval of the motion granting
Verso authority to access up to $600 million in DIP financing
provides the company with significant operational flexibility and
sufficient liquidity that Verso believes will support its ongoing
operations for the foreseeable future during the Chapter 11
process.

                     About Verso Corporation

Verso Corporation and 26 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to
16-10189, respectively) on Jan. 26, 2016.  The petitions were
signed by David Paterson as president and chief executive officer.

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  The Debtors employ approximately
5,200 personnel.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,

Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing agent.


VIVID SEATS: Moody's Assigns 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings ("CFR" and "PDR", respectively)
of B3 and B3-PD, respectively, to Vivid Seats Ltd. ("Vivid Seats").
Moody's also assigned B2 ratings to the proposed $20 million
revolver and $240 million first lien term loan. The rating outlook
is stable.

The proceeds from the financing will be used by Vista Equity
Partners Management LLC to help make a strategic investment in
Vivid Seats.

RATINGS RATIONALE

The B3 CFR reflects Vivid Seats' concentrated business profile,
small scale relative to larger online ticket sellers with greater
financial resources, and limited operating track record following
several years of accelerated revenue and profit growth. In
addition, Vivid Seats operates in an evolving online ticket
exchange industry facing regulatory scrutiny (e.g., anti-scalping
measures or price caps) and the potential that primary ticket
issuers (e.g., artists, sports teams, and venues) may increasingly
seek to capture a higher portion of the secondary market
availability or the final ticket price, which could curb the volume
of resale tickets.

The rating is supported by Moody's expectation that Vivid Seats'
initial leverage will be mid 5 times adjusted debt to EBITDA upon
closing (and about 5x by the end of 2016), which is moderate for
the B3 rating category. Moody's also expects Vivid Seats to
generate about $30 million of free cash flow per year, some of
which will be used to pay down debt with the rest used to invest in
organic growth.

The rating also considers Vivid Seats' solid market position in the
online secondary ticket market, operating as the number three
player behind, StubHub, owned by eBay, Inc., and Ticketmaster,
owned by Live Nation Entertainment, Inc. Vivid Seats benefits from
a diverse base of sellers, including season ticket holders and
professional brokers who purchase tickets in bulk from primary
issuers, and then use Vivid Seats' marketplace platform to resell
tickets to consumers. While Vivid Seats' market share continues to
grow rapidly, its competitors' greater financial resources, which
includes the ability to subsidize pricing with other lines of
business, or the entry of other large e-commerce providers could
pressure pricing or increase marketing costs.

The stable outlook reflects Moody's expectation that Vivid Seats
will generate at least mid-single digit annual revenue and profit
growth, decreasing leverage to below 5 times by the end of 2017.
Growth should be supported by mid-single digit growth of the
secondary ticketing industry.

The ratings could be upgraded if the company continues to gain
market share and grow profitability, concerns over adverse
regulatory actions that could impact the resale of tickets
diminish, and the company sustains free cash flow to debt of over
12%, and debt to EBITDA of about 4 times. Downward rating pressure
could arise if adjusted debt to EBITDA exceeds 6.5 times, financial
policies become more aggressive to fund dividend payments or
acquisitions, liquidity deteriorates, (e.g. negative cash flow or
decreasing covenant cushion), or adjusted operating margins decline
to below 15%.

The following first-time ratings/assessments were assigned:

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

Senior Secured Revolving Credit Facility -- B2 (LGD3)

Senior Secured First Lien Term Loan -- B2 (LGD3)


W&T OFFSHORE: 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 (E&P)
company W&T Offshore Inc. to 'CCC-' from 'B-'.  The outlook is
negative.

At the same time, S&P lowered its issue-level rating on the
company's secured debt to 'CCC+' from 'B+'.  The recovery rating on
this debt is '1', indicating S&P's expectation of very high (90% to
100%) recovery in the event of a payment default.  S&P also 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%, higher half of the range) recovery in the
event of a payment default.

"The downgrade follows W&T Offshore's announcement that it has
drawn down nearly the maximum amount available on its credit
facility and hired legal and financial advisors," said Standard &
Poor's credit analyst Stephen Scovotti.  "The rating reflects our
view that W&T Offshore could announce a debt exchange or
restructuring within the next six months that we would view as
distressed," he added.

The negative outlook reflects S&P's view that the company could
announce a debt exchange or restructuring within the next six
months that S&P would view as distressed.

Although unlikely given S&P's current expectations, it could
consider raising the rating on W&T Offshore if S&P no longer
believed a capital restructuring or debt exchange was likely over
the next six months.


WALTER ENERGY: Wants Control of Chapter 11 Case Through September
-----------------------------------------------------------------
Walter Energy, Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Northern District of Alabama to extend for
an additional 120 days the Debtors' exclusive periods to file a
joint chapter 11 plan and to solicit acceptances of that joint
plan, through and including July 9, 2016 and September 7, 2016,
respectively.

Walter Energy said the Debtors have made significant progress in
these Chapter 11 Cases since they obtained their first exclusivity
extension in November 2015.  The Debtors obtained the relief
requested in their motion under Sections 1113 and 1114 of the
Bankruptcy Code. Relief from the Debtors' labor and retiree
liabilities was a condition precedent to the Debtors' proposed sale
-- Core Assets 363 Sale -- of their core mining assets in Alabama
to Coal Acquisition, LLC.  The Court approved the Core Assets 363
Sale in January 2016, and the sale is set to close in late March.
The Debtors have also obtained the Court's approval of, and closed
the sale of, substantially all of their remaining non-core assets.
They also have secured debtor-inpossession financing to ensure that
the Debtors have sufficient liquidity to fund the remainder of
these Chapter 11 Cases.

Although the Debtors have reached a number of key milestones in
these Chapter 11 Cases, the Core Assets 363 Sale has not yet
closed, after which the Debtors will turn to winding down these
estates.  Accordingly, the Debtors seek to retain exclusivity to
ensure the smooth and efficient resolution of these large and
complex Chapter 11 Cases.

                       About Walter Energy

Walter Energy, Inc. -- http://www.walterenergy.com/-- is a   
metallurgical coal producer for the global steel industry with
strategic access to steel producers in Europe, Asia and South
America.  The Company also produces thermal coal, anthracite,
metallurgical coke and coal bed methane gas, with operations in
the United States, Canada and the United Kingdom.

For the year ended Dec. 31, 2014, the Company reported a net loss
of $471 million following a net loss of $359 million in 2013.  

Walter Energy and its affiliates sought Chapter 11 protection
(Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama
on July 15, 2015, after signing a restructuring support agreement
with first-lien lenders.

Walter Energy disclosed total assets of $5.2 billion and total
debt of $5 billion as of March 31, 2015.

The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as
counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree
Deakins LLP, as labor and employment counsel; Maynard, Cooper &
Gale, P.C., as special counsel; PJT Partners LP serves as
investment banker, replacing Blackstone Advisory Services, L.P.;
AlixPartners, LLP, as financial advisor, and Kurtzman Carson
Consultants LLC, as claims and noticing agent.

The Bankruptcy Administrator for the Northern District of Alabama
appointed an Official Committee of Unsecured Creditors and an
Official Committee of Retirees.  The Creditors Committee tapped
Morrison & Foerster LLP and Christian & Small LLP as attorneys.
The Retiree Committee retained Adams & Reese LLP and Jenner &
Block LLP as attorneys.

The informal group of certain unaffiliated First Lien Lenders and
First Lien Noteholders -- Steering Committee -- retained Akin,
Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard
Freres & Co. LLC as financial advisor.


WESTMORELAND COAL: Director Klingaman Won't Seek Re-Election
------------------------------------------------------------
Richard M. Klingaman, the Chairman of both the Board of Directors,
and the Executive Committee of the Board of Directors, of
Westmoreland Coal Company, informed the Company that he will not
seek re-election as a director at the Company's 2016 annual meeting
of stockholders, according to a regulatory filing with the
Securities and Exchange Commission.

Mr. Klingaman will continue to serve as a director (including in
his capacity as Chairman of the Board and Executive Committee)
through the remainder of his current term which ends at the Annual
Meeting in May 2016.  Mr. Klingaman's decision not to seek
re-election was not the result of any disagreement with the Company
or the Board of Directors, as disclosed in the filing.  

Also on Feb. 26, 2016, the Board took action to increase its size
from eight to nine directors following the Annual Meeting.

                     Investor Presentation

On Feb. 29, 2016, the Company distributed slides for its investor
presentation scheduled for March 1, 2016, copies of which are
available for free at http://is.gd/Hq7zAg

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.

As of Sept. 30, 2015, the Company had $1.72 billion in total
assets, $2.21 billion in total liabilities and a $489 million total
deficit.

                            *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the
company's proposed new $300 million First Lien Term Loan, the TCR
reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the company will
be break-even to modestly free cash flow positive over the same
time period.


WESTMORELAND RESOURCE: Presented at BMO Capital Markets Conference
------------------------------------------------------------------
Westmoreland Resource Partners, LP, distributed slides for its
investor presentation entitled "BMO Capital Markets: 25th Global
Metals and Mining Conference".  The presentation discussed about,
among other things: (a) Westmoreland's unique and predictable
operating model; (b) Long-term protected contracts; (c) proven
record of successful acquisition integration; (d) focus on leverage
reductions; and (e) 2016 guidance details.  A copy of the  Investor
Presentation dated March 1, 2016, is available for free at
http://is.gd/icROoI

                    About Westmoreland Resource

Oxford Resource Partners, LP, now known as Westmoreland Resource
Partners, LP, is a producer of high value steam coal, and is the
largest producer of surface mined coal in Ohio.

Westmoreland Resource reported a net loss of $28.6 million on $322
million of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $23.7 million on $347 million
of total revenues for the year ended Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $440 million in total assets,
$413 million in total liabilities and $26.6 million in total
partners' capital.


WOOD RESOURCE: Harbor Community Bank Wants Automatic Stay Modified
------------------------------------------------------------------
Harbor Community Bank, formerly Florida Citizens Bank, asks the
U.S. Bankruptcy Court for the Northern District of Florida,
Gainesville Division, to terminate or modify the automatic stay in
the Chapter 11 case of debtor Wood Resource Recovery, LLC.

The Bank contends that Debtor, William G. Gaston, III, Fay Gaston,
and Gaston Tree Services, LLC are parties to a lending relationship
evidencing two secured debts owed to the Bank.  The Bank contends
that as of Feb. 16, 2016, the First Obligation was in the principal
amount of $469,485, with accrued interest in the amount of $4,460,
plus late fees in the amount of $3,756.08, for a total amount due
of $477,702 and that interest continues to accrue on the principal
amount of the First Obligation at a non-default per diem of
$61.097.  The Bank further contends that as of Feb. 16, 2016, the
Second Obligation was in the principal amount of $595,660, with
accrued interest in the amount of $4,284, plus late fees in the
amount of $1,765, for a total amount due of $601,705, and that
interest continues to accrue on the principal amount of the Second
Obligation at a non-default per diem of $85.6771.  The Bank tells
the Court that the Obligations are primarily owed by the Debtor and
are secured by the Collateral described in the loan documents.
Then Bank further tells the Court that the loan documents provide
that the Obligations are cross-collateralized and cross-defaulted.

The Bank asserts that the collateral is subject to the Bank's
security interests and liens, and yet the Debtor has failed to
comply with laws governing its Reorganization as they relate to
adequate protection and cash collateral issues.  The Bank further
asserts that cause exists for the termination or modification of
the automatic stay because of lack of adequate protection. The Bank
adds that in the alternative, relief from the automatic stay is
appropriate because:

     (a) the Debtor may have no equity in the Collateral; and

     (b) the Collateral may not be necessary for an effective
reorganization, especially because of the nature and use of the
Collateral, and the composition of the creditor body.

The Bank relates that a portion of the Collateral represents "cash
collateral".  The Bank further relates that the Debtor has not
requested permission to utilize cash components of the Collateral,
nor has this Court authorized use of the same.

Harbor Community Bank f/k/a Florida Citizens Bank is represented
by:

          John A. Anthony, Esq.
          ANTHONY & PARTNERS, LLC
          201 N. Franklin Street, Suite 2400
          Tampa, FL 33602
          Telephone: (813)273-5616
          Facsimile: (813)221-4113
          E-mail: janthony@anthonyandpartners.com

                         About Wood Resource

Gainesville, Florida-based Wood Resource Recovery, L.L.C., filed
on
Jan 28, 2016, voluntary petitions (Bankr. N.D. Fla., Case No.
16-10014).  The case is assigned to Judge Karen K. Specie.  

Wood Resource Recovery disclosed estimated assets and liabilities
of between $10 million to $50 million as of the Chapter 11 filing.

The Debtor's proposed bankruptcy counsel is Seldon J. Childers,
Esq., at ChildersLaw, LLC.


[^] BOOK REVIEW: Transnational Mergers and Acquisitions
-------------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://is.gd/hl7cni

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.

At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.


                            *********

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 ***