TCR_Public/160321.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 21, 2016, Vol. 20, No. 81

                            Headlines

ABENGOA BIOENERGY: DLA Piper Tapped as Bankruptcy Counsel
ABENGOA BIOENERGY: Hires Armstrong Teasdale as Local Counsel
ARCH COAL: Taps Ernst & Young as Independent Auditor, Tax Advisor
ASPECT SOFTWARE: U.S. Trustee Unable to Appoint Committee
AXION INTERNATIONAL: Committee Wants Chapter 11 Trustee Appointed

AXION INTERNATIONAL: Parties Balk at Employment of Gordian Group
AXION INTERNATIONAL: Stevens & Lee Files Rule 2019 Statement
AXION INTERNATIONAL: Taps Epiq Bankruptcy as Administrative Agent
AZURE MIDSTREAM: S&P Lowers CCR to 'B-', Outlook Negative
BEAZER HOMES: Fitch Assigns BB- Rating on New $140MM 2-Yr. Loan

BLOOMING TERRACE: Few Creditors Willing to Serve on Committee
BRIGHTER CHOICE: Fitch Withdraws 'C' Rating on $15MM Bonds
BUFFETS LLC: Drops Bid to Hire Auctioneer for FF&E
CENGAGE LEARNING: Bank Debt Trades at 2% Off
CENTURYLINK INC: Moody's Lowers CFR to Ba2, Outlook Stable

CHAPARRAL ENERGY: Skips $16.5 Million Payment on 2021 Notes
CHARTER FACILITIES: S&P Lowers Rating on $20.755MM Bonds to 'B-'
CHOICE ACADEMIES: S&P Revises Outlook to Pos. & Affirms BB+ Rating
COMBIMATRIX CORP: Amends 8,000 Units Prospectus With SEC
DIXIE ELECTRIC: Moody's Lowers Corporate Family Rating to 'Caa1'

DORAL FINANCIAL: FirstBank Reserves Right on Rivera Tulla Hiring
E Z MAILING: Creditors' Panel Hires EisnerAmper as Fin'l Advisor
E Z MAILING: Creditors' Panel Hires Lowenstein Sandler as Counsel
EARL GAUDIO: Can Employ Binswanger Midwest as Real Estate Broker
ELBIT IMAGING: Gets Debt Conversion Proposal From Subsidiary

ELITE PHARMACEUTICALS: NDA for SequestOxTM Granted Priority Review
EMMAUS LIFE: Terminates Designation Agreement with Sarissa & TRW
ENERGY XXI: Wells Fargo, Lenders Extend Waiver Until April 15
EXTREME PLASTICS: Creditors' Panel Hires Reed Smith as Counsel
EXTREME PLASTICS: Creditors' Panel Taps Emerald Capital as Advisor

FINE LIGHT: Case Summary & 20 Largest Unsecured Creditors
FIRSTLIGHT HYDRO: Fitch Affirms 'BB-' Rating on $320MM Sec. Loan
FIRSTLIGHT HYDRO: S&P Puts 'B' ICR on CreditWatch Developing
FORESIGHT ENERGY: Deregisters Unsold Securities
FORESIGHT ENERGY: Forbearance Agreements Expire March 22

FORESIGHT ENERGY: Forbearance Agreements Extended Until March 22
FORTESCUE METALS: Bank Debt Trades at 16% Off
FOUNDATION HEALTHCARE: Reports Q4 and 2015 Financial Results
FREEDOM COMMS: DFM Not Entitled to Bid Protections, Tribune Says
FREEPORT-MCMORAN INC: Moody's Cuts Sr. Unsecured Ratings to 'B1'

GAMESTOP CORP: Moody's Assigns Ba1 Rating to Sr. Unsecured Notes
GENERAL STEEL: Unit Closes $1MM Purchase Deal with Victory Energy
GOLD RIVER VALLEY: Seeks Approval of Lone Oak Deal, Final Decree
GOODRICH PETROLEUM: Annual Report Delayed, "Large Loss" Expected
GOODRICH PETROLEUM: Extends Exchange Offer Until March 31

GOODRICH PETROLEUM: Extends Expiration Date of Exchange Offer
GOODRICH PETROLEUM: Wilmington Trust Named New Indenture Trustee
GOODYEAR TIRE: Fitch Hikes Issuer Default Ratings to 'BB'
GORFIEN & JACOBSOHN: U.S. Trustee Forms 3-Member Committee
HALCON RESOURCES: Inks 13th Amendment to JPMorgan Credit Facility

HARLEQUINS WEB: Voluntary Chapter 11 Case Summary
HCSB FINANCIAL: Gets Notice of Default From BNY Mellon
HD SUPPLY: Widens Net Income to $1.47 Billion in Fiscal 2015
HEALTH NET: Moody's Confirms 'Ba2' Senior Debt Rating
HIMA-KUNAL LLC: U.S. Trustee Unable to Appoint Committee

IMAGEWARE SYSTEMS: Conference Call Held to Discuss 2015 Results
IMH FINANCIAL: Lisa Jack Resigns as CFO and PAO
INFORMATICA CORP: Bank Debt Trades at 3% Off
INTELLIPHARMACEUTICS INT'L: Annual Meeting Set for April 19
INVENTIV HEALTH: Incurs $151 Million Net Loss in 2015

KEAHEY CARPENTER: U.S. Trustee Unable to Appoint Committee
LINN ENERGY: S&P Lowers Corporate Credit Rating to 'D'
LIONS GATE: S&P Puts 'BB-' CCR on CreditWatch Negative
LIQUIDMETAL TECHNOLOGIES: Conference Call Held to Discuss Results
LIQUIDMETAL TECHNOLOGIES: LTL Holds 18.4% Stake as of March 10

LIQUIDMETAL TECHNOLOGIES: Visser Precision Holds 4.5% CL-A Shares
LIQUIDMETAL TECHNOLOGIES: Yeung Li Holds 18.6% Stake as of March 10
MADISON NICHE: Cayman Proceedings Has U.S. Recognition
MAPLE BANK GMBH: Liquidators Reach Terms on MBTOR Assets in U.S.
METALDYNE CORP: Bank Debt Trades at 3% Off

MMRGLOBAL INC: Grants 9 Million Restricted Common Shares
MOBILESMITH INC: Reports $7.71 Million Net Loss for 2015
MUSCLEPHARM CORP: Incurs $51.8 Million Net Loss in 2015
NATURAL RESOURCE: Moody's Lowers CFR to B3, Outlook Negative
NEIMAN MARCUS: Bank Debt Trades at 14% Off

NEW RESIDENTIAL: Moody's Assigns 'B1' Corporate Family Rating
NEWALTA CORP: DBRS Lowers Issuer Rating to B
NEWLEAD HOLDINGS: No Longer Manages MT Gema Vessel
OFFSHORE GROUP: Norton Rose Fulbright Okayed as Special Counsel
PALMAZ SCIENTIFIC: Hires Gerbsman Partners as Investment Banker

PALMAZ SCIENTIFIC: Schedules Deadline Extended to March 28
PALMAZ SCIENTIFIC: Vactronix Financing Has Interim Approval
PARAGON SHIPPING: Regains Compliance with NASDAQ Listing Rules
PARALLEL ENERGY: No Legal Cost Reimbursement for Evercore
PARFUMS ACQUISITION: S&P Retains 'B' Rating on Upsized $290MM Loan

PARTY CITY: S&P Raises CCR to 'B+', Outlook Stable
PEABODY ENERGY: Fitch Lowers Issuer Default Rating to 'C'
PICO HOLDINGS: Cates, Silvers Appointed to Board
PLATTSBURGH SUITES: Seeks Final Decree Closing Case
PLEASE TOUCH MUSEUM: City of Philadelphia to Give $550,000 Grant

POSITIVEID CORP: Closes $53,000 Securities Pact with Vis Vires
PRIME GLOBAL: Incurs $149,000 Net Loss in First Quarter
PULTEGROUP INC: Moody's Rates $1-Bil. Sr. Unsecured Notes 'Ba1'
PYKKONEN CAPITAL: Few Creditors Willing to Serve on Committee
RDIO INC: U.S. Trustee Forms 5-Member Committee

RICHARD SUPPLY: U.S. Trustee Forms 3-Member Committee
ROYAL ONE: U.S. Trustee Unable to Appoint Committee
RP CROWN: Moody's Lowers CFR to Caa1, Outlook Stable
SANUWAVE HEALTH: Closes $1.5 Million Equity Financing
SARATOGA RESOURCES: Energy Reserves Wants Case Converted to Ch. 7

SEARS HOLDINGS: Fitch Retains 'CC' LT IDR Over New $750MM Loan
SEDGWICK CLAIMS: Moody's Assigns 'B3' Corporate Family Rating
SENSUS USA: S&P Rates New $700MM Secured Credit Facilities 'B'
SOMERSET PROPERTIES: Seeks Final Decree Closing Case
SPORT AUTHORITY: Moody's Cuts Probability of Default Rating to D-PD

STELLAR BIOTECHNOLOGIES: Stockholders Elect 6 Directors
SUNRISE REAL ESTATE: Incurs $1.4M Net Loss in 2nd Qtr. 2014
SUNRISE REAL ESTATE: Incurs $656,000 Net Loss in Q3 2014
SUPERVALU: Bank Debt Trades at 4% Off
SURGERY PARTNERS: Moody's Retains B3 CFR on Proposed Add-On

TITAN INT'L: Moody's Affirms 'B3' Corporate Family Rating
TPC GROUP: Moody's Affirms B3 CFR & Revises Outlook to Negative
TPF GENERATION: Moody's Affirms B2 Rating on Sr. Sec. Term Loan
TRAVELPORT WORLDWIDE: Board Approves Grants of Equity Awards
TRI POINTE: S&P Raises CCR to 'BB-', Outlook Stable

TRONOX INC: Bank Debt Trades at 9% Off
TRUE TEXTILES: SSG Acted as Investment Banker in Stock Sale
UCI HOLDINGS: Obtains Forbearance Over Missed Interest Payment
ULTIMATE NUTRITION: Seeks Final Decree Closing Cases
ULTRA PETROLEUM: Receives Noncompliance Notice From NYSE

UNI-PIXEL INC: Ordered to Pay $750K Over Exchange Act Violations
UNIT CORP: Fitch Lowers IDR to 'B+' & Revises Outlook to Negative
VALEANT PHARMACEUTICALS: S&P Puts 'B+' CCR on CreditWatch Negative
VARIANT HOLDING: Units Can Tap Bradley Sharp of DSI as CRO
VENOCO INC: Case Summary & 30 Largest Unsecured Creditors

VENOCO INC: Files for Chapter 11 With Debt-to-Equity Plan
VENOCO INC: Seeks Joint Administration of Cases
VENOCO INC: Seeks to Assume RSA; Files Plan of Reorganization
VENOCO INC: Signs $35-Mil. DIP Financing Agreement with Apollo
VENOCO INC: Taps BMC Group as Claims and Noticing Agent

VENOCO INC: To Protect NOLs by Restricting Common Stock Transfers
VIPER VENTURES: Court Enters Final Decree Closing Case
VIRTUAL PIGGY: Issues $200,000 Unsecured Promissory Note
VISTEON CORP: S&P Raises Rating to 'BB-', Outlook Positive
WALTER ENERGY: Plan Filing Exclusivity Extended to July 9

WARREN RESOURCES: Remains in Talks with Lenders; Posts $619M Loss
WESTERN DIGITAL: Moody's Assigns Ba1 CFR, Outlook Stable
WIDEOPENWEST FINANCE: Bank Debt Trades at 2% Off
WILFRED HOLZINGER: U.S. Trustee Forms 2-Member Committee
WINDSOR FINANCIAL: Files Schedules of Assets and Liabilities

WINDSOR FINANCIAL: Proposes May 10 Claims Bar Date
WINDSTREAM SERVICES: Moody's Assigns B1 Rating on New Sr. Loan
ZLOOP INC: CRO Makes Interim Amendments to SALs and SOFAs
ZLOOP INC: Wants Removal Period Extended to July 6
[*] Moody's Concludes Reviews of 7 Oilfield Services Companies

[*] Moody's Says Oil & Gas Stress Index Drops to Worst Level

                            *********

ABENGOA BIOENERGY: DLA Piper Tapped as Bankruptcy Counsel
---------------------------------------------------------
Abengoa Bioenergy US Holding, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court Eastern District of
Missouri to employ DLA Piper LLP (US) as attorneys, nunc pro tunc
to February 24, 2016.

The Debtors require DLA Piper to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business and management of their
       properties;

   (b) attend meetings and negotiate with representatives of
       creditors and other parties in interest and advise and
       consult on the conduct of these Chapter 11 Cases, including

       the legal and administrative requirements of operating in
       Chapter 11;

   (c) take necessary action to protect and preserve the Debtors'
       estates, including the prosecution of actions commenced
       under the Bankruptcy Code on their behalf and objections to

       claims filed against the estates;

   (d) prepare and prosecute on behalf of the Debtors motions,
       applications, answers, orders, reports and papers necessary

       to the administration of the estates;

   (e) advise and assist the Debtors with respect to restructuring
       alternatives, including selling their assets pursuant to
       section 363 of the Bankruptcy Code and prepare and pursue
       approval of a disclosure statement and confirmation of a
       Chapter 11 plan;

   (f) appear in Court and protect the interests of the Debtors
       before the Court; and

   (g) perform all other legal services for the Debtors which may
       be necessary and proper in these Chapter 11 Cases.

DLA Piper will be paid at these hourly rates:

       Richard A. Chesley, Partner    $995
       R. Craig Martin, Partner       $760
       Jamila J. Willis, Associate    $785
       Arkady Goldinstein, Associate  $665
       Mordechai Sutton, Associate    $555
       Partners                       $555-$995
       Associates                     $395-$890
       Para-professionals             $105-$365

DLA Piper will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

The following is provided in response to the request for additional
information set forth in Paragraph D.1. of U.S. Trustee's
Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. section 330 by
Attorneys in Larger Chapter 11 Cases Effective as of November 1,
2013:

   -- the agreement with respect to DLA's services performed in
      connection with the preparation of these Chapter 11 Cases
      provides that DLA's total fees for such services would be
      the lesser of (i) $285,000 or (ii) 75% of DLA's standard
      hourly rates. DLA's standard hourly rates change from time
      to time in accordance with DLA's policies.

   -- the Debtors and DLA Piper expect to develop a prospective
      budget and staffing plan, recognizing that in the course of
      large chapter 11 cases, unforeseeable fees and expenses that

      will need to be addressed by the Debtors and DLA Piper may
      arise.

DLA Piper can be reached at:

       Richard A. Chesley, Esq.
       DLA PIPER LLP (US)
       203 North LaSalle Street, Ste 1900
       Chicago, IL 60601
       Tel: (312) 368-4000
       Fax: (312) 236-7516
       E-mail: richard.chesley@dlapiper.com

                      About Abengoa Bionergy

Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The
global headquarters of Abengoa Bioenergy is in Chesterfield,
Missouri.  With a total investment of $3.3 billion, the United
States has become Abengoa S.A.'s largest market in terms of sales
volume, particularly from developing solar, bioethanol, and water
projects.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors.  Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC").  ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178.  ABNE's involuntary
case is Bankr. D. Neb. Case No. 16-80141.  An order for relief has
not been entered, and no interim Chapter 7 trustee has been
appointed in the Involuntary Cases.  The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion.  The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.

The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.


ABENGOA BIOENERGY: Hires Armstrong Teasdale as Local Counsel
------------------------------------------------------------
Abengoa Bioenergy US Holding, LLC and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court Eastern District of
Missouri to employ Armstrong Teasdale LLP as local bankruptcy
restructuring and corporate counsel, nunc pro tunc to February 24,
2016.

The Debtors require Armstrong Teasdale to:

   (a) advise the Debtor with respect to its rights and
       obligations as a debtor-in-possession and regarding other
       matters of bankruptcy law;

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

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

   (d) represent of the Debtor in adversary proceedings and other
       contested matters;

   (e) represent of the Debtor in connection with debtor-in-
       possession financing arrangements; and

   (f) any other matter that may arise in connection with the
       Debtors' reorganization proceedings and business
       operations.

Armstrong Teasdale will be paid at these hourly rates:

       Richard W. Engel, Jr.        $575
       Partners and Counsel         $350-$710
       Associates                   $240-$395
       Legal Assistants             $115-$270

Armstrong Teasdale will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Richard W. Engel, Jr., partner of Armstrong Teasdale, 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.

Armstrong Teasdale can be reached at:

       Richard W. Engel, Jr., Esq.
       ARMSTRONG TEASDALE LLP
       7700 Forsyth Blvd., Suite 1800
       St. Louis, MO 63105
       Tel: (314) 621-5070
       Fax: (314) 621-5065
       E-mail: rengel@armstrongteasdale.com

                      About Abengoa Bionergy

Abengoa Bioenergy is a collection of indirect subsidiaries of
Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The
global headquarters of Abengoa Bioenergy is in Chesterfield,
Missouri.  With a total investment of $3.3 billion, the United
States has become Abengoa S.A.'s largest market in terms of sales
volume, particularly from developing solar, bioethanol, and water
projects.

Spanish energy giant Abengoa S.A. is an engineering and clean
technology company with operations in more than 50 countries
worldwide that provides innovative solutions for a diverse range of
customers in the energy and environmental sectors.  Abengoa is one
of the world's top builders of power lines transporting energy
across Latin America and a top engineering and construction
business, making massive renewable-energy power plants worldwide.

On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to
seek protection under Article 5bis of Spanish insolvency law, a
pre-insolvency statute that permits a company to enter into
negotiations with certain creditors for restricting of its
financial affairs.  The Spanish company is facing a March 28, 2016,
deadline to agree on a viability plan or restructuring plan with
its banks and bondholders, without which it could be forced to
declare bankruptcy.

Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary
Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE")
and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for
Abengoa Bioenergy Company, LLC ("ABC").  ABC's involuntary Chapter
7 case is Bankr. D. Kan. Case No. 16-20178.  ABNE's involuntary
case is Bankr. D. Neb. Case No. 16-80141.  An order for relief has
not been entered, and no interim Chapter 7 trustee has been
appointed in the Involuntary Cases.  The petitioning creditors are
represented by McGrath, North, Mullin & Kratz, P.C.

On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five
affiliated debtors each filed a Chapter 11 voluntary petition in
St. Louis, Missouri, disclosing total assets of $1.3 billion and
debt of $1.2 billion.  The cases are pending before the Honorable
Kathy A. Surratt-States and are jointly administered under Bankr.
E.D. Mo. Case No. 16-41161.

The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong
Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as
financial advisor, Lazard as investment banker and Prime Clerk LLC
as claims and noticing agent.


ARCH COAL: Taps Ernst & Young as Independent Auditor, Tax Advisor
-----------------------------------------------------------------
Arch Coal, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Missouri for permission to employ Ernst & Young LLP as
independent auditor and tax advisor nunc pro tunc to the Petition
Date.

Pursuant to a certain engagement letter between Arch Coal, Inc.,
and E&Y dated as of Jan. 11, 2016; and the master services
agreement between Arch Coal, Inc., and E&Y dated as of Jan. 11,
2016, a summary E&Y services include:

   (a) certain core audit services under the Audit Engagement
Letter include, but are not limited to:

      (1) auditing and reporting on the consolidated financial
          statements of the Debtors for the year ended Dec. 31,
          2015;

      (2) auditing and reporting on the effectiveness of the
          Debtors' internal control over financial reporting as of

          Dec. 31, 2015; and

      (3) reviewing the Debtors' unaudited interim financial
          information before the Debtors file their Form 10-Q.

   (b) certain other audit-related services under the Audit
Engagement Letter, such as researching or accounting consultation
services related to periodic accounting consultations held with
management and services associated with the Debtors' reorganization
filings, including without limitation, services related to
incremental audit procedures, including valuation and tax
procedures, consultations regarding accounting and disclosures in
interim and annual financial statements, and procedures related to
independence matters and Bankruptcy Court requirements.  The
Non-Core Audit Services will also include any services required by
the bankruptcy employment application preparation and fee
application work.

   (c) the Services under the Tax Engagement Letter include, but
are not limited to, these tax advisory services:

      (1) Advising the Debtors in developing an understanding of
          the tax implications of their bankruptcy restructuring
          alternatives and postbankruptcy operations, including
          research and analysis of the Internal Revenue Code,
          Treasury regulations, case law and other relevant U.S.
          federal, state, and non-U.S. tax authorities, as
          applicable;

      (2) understanding reorganization and restructuring
          alternatives that the Debtors are evaluating with their
          existing bondholders and other creditors that may result

          in a change in the equity, capitalization and ownership
          of the shares of the Debtors or their assets;

      (3) advising with respect to the calculations related to
          historic changes in ownership of the Debtors' stock,
          including a determination of whether the shifts in stock

          ownership may have caused an ownership change that will
          restrict the use of tax attributes and the amount of any

          such limitation;

      (4) advising with respect to the determination of the amount

          of the Debtors' tax attributes, Section 382 limitation
          (if any), discharge of indebtedness income, attribute
          reduction and net unrealized built-in gain/loss and an
          estimate of the built-in gain/loss to be recognized
          during the five-year, post-ownership change recognition
          period based on Notice 2003-65.

      (5) advising with respect to the analysis related to
          availability, limitations and preservation of tax
          attributes, such as net operating losses, tax credits,
          stock and asset basis, as a result of the application of

          the federal and state cancellation of indebtedness
          provisions, including the review of calculations to
          determine the amount of tax attributes reduction related

          to debt cancellation income.  E&Y will also assist with
          the analysis with respect to the benefits or detriments
          or making other related election, such as the election
          under Section 108(b)(5);

      (6) advising with respect to tax analysis associated with the

          planned or contemplated acquisitions and divestitures,
          including tax return disclosure and presentation;

      (7) advising with respect to tax analysis and research
          related to tax-efficient domestic restructurings,
          including review of stock basis computations, non-income

          tax consequences, and verifying tax basis of assets and
          tax basis of subsidiary balance sheets for purposes of
          evaluating transactions;

      (8) advising with respect to the analysis of historic
          returns, tax positions and records for the application of

          relevant consolidated tax return rules to the current
          transaction, including, but not limited to, deferred
          intercompany transactions, excess loss accounts and other

          consolidated return issues for each legal entity in the
          Debtors' U.S. tax group;

      (9) advising with respect to the federal, state and local tax

          treatment governing the timing and deductibility of
          expenses incurred before and during the bankruptcy
          period, including, but not limited to, bankruptcy costs,

          severance costs, interest and financing costs, legal and

          professional fees, and other costs incurred as the
          Debtors rationalize their operations;

     (10) advising with respect to the federal, state and local
          country tax consequences of internal restructurings and
          rationalization of intercompany accounts;

     (11) advising with respect to the federal, state and local tax

          consequences of potential material bad debt and worthless

          stock deductions, including tax return disclosure and
          presentation;

     (12) providing documentation, as appropriate or necessary, of

          tax analysis, opinions, recommendations, conclusions and

          correspondence for any proposed restructuring
          alternative, bankruptcy tax issue or other tax matter;  
          and

     (13) advising with respect to taxing jurisdiction
          correspondence and postpetition return disclosure
          considerations (including requests for prompt tax
          liability determinations) for the Debtors' review and
          finalization with counsel, and overview of related tax
          considerations to be considered by the Debtors and
          counsel in the development of the bankruptcy work plan.

The Debtors, or their predecessor entities, have employed E&Y as
independent auditor and tax advisor since at least 1996.  By virtue
of its prior engagement, E&Y is intimately familiar with the
Debtors and is qualified to continue to provide auditing services
to the Debtors.

The Debtors have agreed to compensate E&Y for the services rendered
in the chapter 11 cases under the fee structure:

   (a) Core Audit Fee. The Debtors have agreed to pay E&Y a fee of
$871,388 for the Core Audit Services, of which $108,988 the Debtors
paid to E&Y in advance prior to the Petition Date.  The Debtors
have agreed to pay the remaining balance of $762,400 to E&Y in two
monthly installments of $381,200 payable on Feb. 1, 2016 and March
1, 2016 respectively and subject to Court approval.

   (b) Non-Core Audit Services Rates. The Debtors have agreed to
compensate E&Y for Non-Core Audit Services at hourly rates that
reflect a discount from E&Y's normal and customary hourly rates for
such services. The discounted hourly rates for Non-Core Audit
Services are:

         Rank                                Hourly Rate
         ----                                -----------
         Partner/Executive Director          $750 - $850
         Senior Manager                      $600 - $750
         Manager                             $450 - $550
         Senior                              $300 - $400
         Staff                               $150 - $250
         Intern                               $75 - $100

  (c) Tax Advisory Rates.  The Debtors have agreed to compensate
E&Y for the Tax Advisory Services rendered at its normal and
customary hourly rates for such services.  The customary hourly
rates for Tax Advisory Services are:

         Rank                                Hourly Rate
         ----                                -----------
         Partner/Executive Director          $800 - $950
         Senior Manager                      $700 - $800

         Manager                             $550 - $650
         Senior                              $250 - $450
         Staff                               $150 - $200

In addition to the fees, the Debtors agreed to reimburse E&Y for
any actual, documented and reasonable direct expenses incurred in
connection with E&Y's retention in the chapter 11 cases and the
performance of the services.

Jeffrey R. Hoelscher, a partner at EY LLP, assures the Court that
E&Y and its professionals are "disinterested persons" as that term
is defined in Section 101(14) of the Bankruptcy Code.

                          About Arch Coal

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

Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016.  The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.

The Debtors disclosed total assets of $5.84 billion and total debt
of $6.45 billion.  Judge Charles E. Rendlen III has been assigned
the case.

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


ASPECT SOFTWARE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Aspect Software Parent, Inc.

                       About Aspect Software

Headquartered in Phoenix, Arizona, with 38 offices located in 19
countries, Aspect Software serves as a global provider of software
systems and equipment for contact centers that service the needs of
customers across various industries.  Aspect delivers solutions to
more than 2,200 Contact Centers in more than 70 countries, and its
products currently support approximately 1.5 million contact center
agent seats, managing over 100 million enterprise customer
interactions daily.

Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects
Holdings Inc., Voxeo Plaza Ten, LLC and Davox International
Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D.
Del., Proposed Lead Case No. 16-10597) on March 9, 2016.  Robert
Krakauer signed the petitions as executive vice president and chief
financial officer.

The Debtors have hired Kirkland & Ellis LLP as general bankruptcy
counsel, Klehr Harrison Harvey Branzburg LLP as co-bankruptcy
counsel, Alix Partners, LLP as financial advisor, Jefferies LLC as
investment banker and Prime Clerk LLC as claims, notice, and
balloting agent.


AXION INTERNATIONAL: Committee Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Axion International, Inc., et al., asks the U.S.
Bankruptcy Court for the District of Delaware to appoint a Chapter
11 trustee in the bankruptcy cases of Axion International, Inc.,
and its affiliates.

According to the Committee, from day one, the only concern of the
Debtors in the cases has been how to give all the Debtors' assets
to Allen Kronstadt and his affiliated entities.  The Committee says
it has lost faith in the Debtors' management as the Debtors'
management continues to eschew opportunities to realize value for
the creditors through a meaningful sale process, a liquidation or a
reorganization.  No thought has been given to any alternative other
than getting the assets into Kronstadt's hands, the Committee
asserts.

Additionally, the Committee says the Debtors' failure to advance
the cases has resulted in accrued professional fees.  Nonetheless,
the disputes continue, the cases get no closer to resolution, and
the recoveries for unsecured creditors, if any, continue to fade,
the Committee further asserts.

The Committee is represented by:

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

         Sandra E. Mayerson, Esq.
         LAW OFFICES OF SANDRA MAYERSON
         136 E. 64th Street, Suite 11E
         New York, NY 10065
         Tel: (917) 446-6884
         Fax: (212) 750-1906
         E-mail: sandy@sandymayersonlaw.com

                          About Axion

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

The Debtors manufacture, market and sell structural products and
building materials, with an emphasis on railroad ties and
construction mats.

As of the Petition Date, the Debtors employ approximately 70
employees.

The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esquire., at the Law Offices of Sandra Mayerson.  EisnerAmper LLP
serves as its financial advisor.


AXION INTERNATIONAL: Parties Balk at Employment of Gordian Group
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Axion International, Inc., et al., and Community Bank
object to the Debtors' application to employ Gordian Group, LLC, as
investment banker nunc pro tunc to Jan. 20, 2016.

According to the Committee, Gordian is the holder of a substantial
prepetition general unsecured claim in the case, and -- through the
guise of a "re-engagement" -- the amount it is owed for prepetition
services would be paid immediately upon the approval of its
retention, upfront and before the rendering of any additional
postpetition services, while all the other general unsecured
creditors are not guaranteed to receive anything upon their
claims.

Community Bank objected to the Debtors' application complaining
that the Debtors had not demonstrated that they have or will
adequately market the Debtors' assets for sale.  Moreover, the
Debtors were unable to demonstrate that the retention of Gordian is
necessary or beneficial to the estates.  Finally, the bank
complains that Gordian is not "disinterested."

According to Community Bank, as of Jan. 29, 2016, the balance due
on the notes was $4,471,136.  There is a combined total of at least
$10,000 in late fees.  Interest continues to accrue at a rate of
$519.57 ($404.44 on loan #374 and $115.13 on loan #398) per day.
The Debtors have made no payments to Community Bank since well
before the Petition Date and there is no indication that they
intend to make payments to Community Bank during the cases.

Pursuant to the application filed on Jan. 26, Gordian will, among
other things:

   a. advise and assist the Debtors regarding any potential sale
transaction, including identifying and contacting potential parties
for any such sale transaction;

   b. assist with making presentations to the Debtors' board of
directors, their secured creditors and their unsecured creditors
committee regarding any potential sale transaction, its
participating parties or other financial issues related thereto;

   c. provide testimony before the Court relating to the services
performed in connection with a sale transaction as to which Court
approval may be sought.

Gordian will be paid $250,000, due upon the Court's approval
of the agreement.  Gordian will also seek and be entitled to
receive reimbursement for reasonable out-of-pocket expenses
incurred in connection with its activities under the agreement.

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

Community Bank is represented by:

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

                          About Axion

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

The Debtors manufacture, market and sell structural products and
building materials, with an emphasis on railroad ties and
construction mats.

As of the Petition Date, the Debtors employ approximately 70
employees.

The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esquire., at the Law Offices of Sandra Mayerson.  EisnerAmper LLP
serves as its financial advisor.


AXION INTERNATIONAL: Stevens & Lee Files Rule 2019 Statement
------------------------------------------------------------
Stevens & Lee P.C., submitted a verified statement pursuant to
Federal Rule of Bankruptcy Procedure 2019, in relation to the
representation of these interested parties in Chapter 11 case of
Axion International, Inc., et al.:

         1. Allen Kronstadt
            5515 Security Lane, Suite 1115
            Rockville, MD 20852

         2. Plastic Ties Financing, LLC
            c/o Allen Kronstadt
            5515 Security Lane, Suite 1115
            Rockville, MD 20852

         3. Washington Amigos, LLC
            c/o Allen Kronstadt
            5515 Security Lane, Suite 1115
            Rockville, MD 20852

S&L stated that the amount and nature of claims of the parties are
based on proofs of claim submitted to the claims agent for the
Debtors.

Interested parties are represented by:

         Johnny D. Demmy, Esq.
         STEVENS & LEE P.C.
         919 North Market Street, Suite 1300
         Wilmington, DE 19801
         Tel: (302) 425-3308
         E-mail: jdd@stevenslee.com

         Patrick J. Potter, P.C.
         PILLSBURY WINTROP SHAW PITTMAN LLP
         1200 Seventeenth Street, N.W.
         Washington, D.C. 20036-3306
         Tel: (202) 663-8928
         E-mail: patrick.potter@pillsburylaw.com

                          About Axion

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

The Debtors manufacture, market and sell structural products and
building materials, with an emphasis on railroad ties and
construction mats.

As of the Petition Date, the Debtors employ approximately 70
employees.

The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esquire., at the Law Offices of Sandra Mayerson.  EisnerAmper LLP
serves as its financial advisor.


AXION INTERNATIONAL: Taps Epiq Bankruptcy as Administrative Agent
-----------------------------------------------------------------
Axion International, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Epiq
Bankruptcy Solutions, LLC as administrative agent nunc pro tunc to
Dec. 2, 2015.

Epiq, as administrative agent, will, among other things:

   a. generate official ballot certification and testifying, if
necessary, in support of the ballot tabulation results;

   b. generate, provide, and assist with claims objections,
exhibits, claims reconciliation, and related matters; and

   c. provide assistance with preparation of the Debtors' schedules
of assets and liabilities and statements of financial affairs.

The fees Epiq will charge in connection with its services to the
Debtors.  Epiq's rates are competitive and comparable to the rates
Epiq's competitors charge for similar services.  Epiq will also
seek reimbursement for reasonable expenses incurred in relation to
the services.

Prior to the Petition Date, the Debtors provided Epiq a retainer in
the amount of $20,000.  Epiq seeks to first apply the retainer to
all prepetition invoices, and to retain any unapplied portion as a
retainer throughout the pendency of the cases.

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

                          About Axion

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

The Debtors manufacture, market and sell structural products and
building materials, with an emphasis on railroad ties and
construction mats.

As of the Petition Date, the Debtors employ approximately 70
employees.

The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esquire., at the Law Offices of Sandra Mayerson.  EisnerAmper LLP
serves as its financial advisor.


AZURE MIDSTREAM: S&P Lowers CCR to 'B-', Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Azure Midstream Energy LLC to 'B-' from 'B'.  The outlook
is negative.  Azure Midstream Energy LLC was formerly known as TGGT
Holdings LLC.

At the same, S&P lowered the rating on the senior secured term loan
to 'B-' from 'B+'.  S&P revised the recovery rating on this debt to
'3' from '2', indicating expectations for meaningful (50% to 70%;
upper half of the range) recovery in a payment default.

"The downgrade reflects our view that Azure's throughput volumes
will continue to face significant headwinds caused by reduced
activity levels in the Haynesville shale," said Standard & Poor's
credit analyst Geoffrey Mrema.  While Azure's adjusted EBITDA is
insulated at roughly $75 million through 2018 due to minimum volume
contracts, there is significant refinancing risk thereafter, as S&P
forecasts roughly $217 million of debt to be outstanding at
maturity in 2018.  If natural gas prices remain at current low
levels, S&P believes that there is a reasonable scenario in which
the Haynesville shale volumes will decline meaningfully, resulting
in 2019 EBITDA that is roughly half of what it is on March 17.  As
a result, forecasted 2019 debt to EBITDA could be in the 5.5x area,
making refinancing challenging.

The negative outlook reflects S&P's view that the declining
activity levels in the Haynesville shale will continue to pressure
volumes, resulting in lower EBITDA once contracts expire in 2018.

S&P could lower the rating if it gains further confidence through
2016 or 2017 that continuing declining volumes will likely result
in forecasted 2019 debt to EBITDA of above 5.5x, resulting in a
potentially unsustainable capital structure.

S&P could revise the outlook if it believes that forecasted 2019
debt to EBITDA is likely to remain well below 5x.  This could
result from voluntary debt reduction or a reversal in current
industry trends.


BEAZER HOMES: Fitch Assigns BB- Rating on New $140MM 2-Yr. Loan
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Beazer Homes USA,
Inc.'s (NYSE: BZH) new $140 million two-year secured term loan. The
term loan matures at the earlier of March 11, 2018, and, solely to
the extent that any of the company's 6.625% senior secured notes
due 2018 remain outstanding on such date, Jan. 14, 2018.  The new
term loan is secured with a second-priority security interest on a
pari passu basis with the collateral securing the company's
existing $300 million 6.625% senior secured notes due 2018.

The term loan carries a floating interest rate based on LIBOR plus
550 basis points and amortizes with equal quarterly payments of
$17.5 million starting on June 30, 2016, with the remaining balance
due at maturity.  In conjunction with the new term loan, the
company has announced the redemption of all $143 million in
aggregate principal outstanding of its 8.125% senior unsecured
notes due June 2016.

                       DELEVERAGING STRATEGY

As of Dec. 31, 2015, the company had total debt of $1.5 billion.
Leverage as measured by debt/EBITDA was 10.4x for the
latest-12-months ended Dec. 31, 2015, and interest coverage was
1.3x.  Beazer has accelerated its previously announced deleveraging
plan and intends to reduce debt by at least $100 million during
fiscal year 2016.  (The company had initially expected to reduce at
least $50 million of debt by the end of its fiscal year.)  Fitch
expects debt/EBITDA will settle below 10x and interest coverage
above 1.3x by the end of fiscal 2016.

The company ended calendar year 2015 with unrestricted cash of
$144.9 million and $116.4 million of borrowing availability under
its $145 million secured revolving credit facility maturing on Jan.
15, 2018.

Management intends to reduce debt by aggressively selling more spec
inventory, increasing the use of land banking arrangements and
carefully managing the timing of its land spend.  Fitch believes
that Beazer's spec strategy and the use of more land banking
transactions will likely compress margins in the near term.

While the new term loan does not meaningfully change the company's
liquidity profile, it provides Beazer with some flexibility to
reduce debt at a more measured pace and in line with its seasonal
cash generation.  This added flexibility should allow the company
to better manage its land and development spending in the near
term.  Beazer's next major debt maturity is in April 2018, when its
$300 million 6.625% senior secured notes become due.

                        KEY RATING DRIVERS

Beazer's 'B-' Issuer Default Rating (IDR) reflects the company's
execution of its business model in the current moderately
recovering housing environment, land policies, and geographic
diversity.  Risk factors include the cyclical nature of the
homebuilding industry, BZH's tight liquidity position, the
company's high debt load and weak credit metrics (particularly its
high leverage), BZH's underperformance relative to its peers in
certain operational and financial categories, and its current
over-exposure to the credit-challenged entry level market
(approximately 60% of BZH's customers are first-time home buyers).


The Stable Outlook takes into account the improving housing outlook
for 2016 and the expected modest improvement in operating results
and credit metrics during the next 12 months.  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).

                           HOUSING INDUSTRY

Housing activity ratcheted up more sharply in 2015 as compared to
2014 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% 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%).

Average and median home prices should rise 2% - 2.5%.

Challenges remain including the potential for higher interest rates
and restrictive credit qualification standards.

KEY ASSUMPTIONS

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

   -- Industry single-family housing starts improve 11.5%, while
      new and existing home sales grow 14.6% and 4%, respectively,

      in 2016;

   -- BZH's debt to EBITDA falls below 10x and interest coverage
      settles above 1.3x by the end of fiscal year 2016;

   -- The company spends approximately $600 million on land and
      development activities this year;

   -- BZH maintains a healthy liquidity position (roughly $200
      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.

Negative rating actions could occur if the recovery in housing
dissipates, resulting in revenues and operating losses approaching
2011 levels, and the company maintains an overly aggressive land
and development spending program.  This could lead to consistent
and significant negative quarterly cash flow from operations and
diminished liquidity position.  And, in particular, Fitch will
review BZH's ratings if the company's liquidity position
(unrestricted cash plus revolver availability) falls below $200
million.

Negative rating actions could also occur if the company's credit
metrics do not improve much from current levels in a sustained
housing recovery, including debt to EBITDA consistently remaining
above 10x and interest coverage below 1x during the next 12
months.

BZH's ratings are constrained in the intermediate term due to weak
credit metrics and high leverage.  However, positive rating actions
may be considered if the recovery in housing is maintained and is
meaningfully better than Fitch's current outlook, BZH shows
continuous improvement in credit metrics (particularly debt to
EBITDA consistently below 8x and interest coverage above 2x), and
preserves a healthy liquidity position.

                       FULL LIST OF RATINGS

Fitch currently rates Beazer Homes USA, Inc. as:

   -- Long-term IDR 'B-';
   -- Secured revolver 'BB-/RR1';
   -- Second lien secured notes 'BB-/RR1';
   -- Senior unsecured notes 'CCC+/RR5';
   -- Junior subordinated debt 'CCC/RR6'.

Fitch has also assigned a 'BB-/RR1' rating to Beazer's $140 million
term loan.

The Rating Outlook is Stable.

The Recovery Rating (RR) of 'RR1' on BZH's secured credit revolving
credit facility, second-lien secured notes and secured term loan
indicates outstanding recovery prospects for holders of these debt
issues.  The 'RR5' on BZH's senior unsecured notes indicates
below-average recovery prospects for holders of these debt issues.
BZH's exposure to claims made pursuant to performance bonds and
joint venture debt and the possibility that part of these
contingent liabilities would have a claim against the company's
assets were considered in determining the recovery for the
unsecured debtholders.  The 'RR6' on the company's junior
subordinated notes indicates poor recovery prospects for holders of
these debt issues in a default scenario.  Fitch applied a
liquidation value analysis for these Recovery Ratings.


BLOOMING TERRACE: Few Creditors Willing to Serve on Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the District of Colorado that there are "too
few" creditors who are willing to serve on the official committee
of unsecured creditors in the Chapter 11 case of Blooming Terrace,
LLC.

                     About Blooming Terrace

Blooming Terrace, LLC, sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Colorado (Denver) (Case No. 16-11180) on February 16, 2016. The
petition was signed by Army C. Harmon, manager.

The Debtor is represented by Lee M. Kutner, Esq., at Kutner Brinen
Garber, P.C. The case is assigned to Judge Michael E. Romero.

The Debtors estimated both assets and liabilities in the range of
$1 million to $10 million.


BRIGHTER CHOICE: Fitch Withdraws 'C' Rating on $15MM Bonds
----------------------------------------------------------
Fitch Ratings has withdrawn the 'C' rating on these bonds issued on
behalf of the Brighter Choice Charter Middle School for Boys and
the Brighter Choice Charter Middle School for Girls, New York
(BCCMS):

   -- $15 million Industrial Development Authority of the City of
      Phoenix, Arizona educational facility revenue bonds
      (Brighter Choice Foundation Charter Middle Schools project),

      series 2012.

Fitch is withdrawing the rating as the Brighter Choice Foundation
(guarantor) has chosen to stop participating in the rating process.
Therefore, Fitch will no longer have sufficient information to
maintain the rating.  Accordingly, Fitch will no longer provide a
rating or analytical coverage for BCCMS.


BUFFETS LLC: Drops Bid to Hire Auctioneer for FF&E
--------------------------------------------------
Buffets, LLC, et al., sought -- and then withdrew -- a request
seeking authorization from the U.S. Bankruptcy Court for the
Western District of Texas to retain Auction Nation, LLC to sell all
furniture, fixtures, and equipment at the Debtors'
previously-closed locations, free and clear of all liens, claims
and encumbrances.

The Debtors' landlords challenged the request.

The Debtors proposed that Auction Nation will be compensated on a
commission basis of 30% of gross collected hammer price, less
returns.

Auction Nation 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.

Cole Bu Portfolio II, LLC and ARC DBPPROP001, LLC, the landlords of
the Debtor, objected to the proposed liquidation auctions described
in the Motion and the Debtors' actual conduct of those sales,
saying the Motion blatantly and egregiously violate the Landlords'
due process rights.

Spirit Master Funding V, LLC also filed a limited objection to
Auction Nation's hiring, stating that as a preliminary matter,
Spirit must object because of the extremely short notice provided
by the Emergency Motion. The Emergency Motion was filed on March 9,
2016 at approximately 2:23 p.m. The hearing was set for March 10,
2016 at 10:00 a.m. -- less than 24 hours notice. Spirit submits
that this does not afford parties affected by the Emergency Motion
basic due process protections.

Bankruptcy Judge Craig A. Gargotta pushed through with the March 10
hearing on the Motion.  At the hearing, the Court directed the
Debtor's counsel to submit a report of cancelled FF&E sales.
Following the hearing, the Debtors' Emergency Motion to retain and
pay the Auctioneer was withdrawn.

The Debtors' counsel filed the Cancelled Sales report on March 15.
A copy of the report is available at no extra charge at
http://bankrupt.com/misc/BuffetsCancelledFFEsales.pdf

Auction Nation can be reached at:

       AUCTION NATION, LLC
       2601 W. Cypress St.
       Phoenix, AZ 85009
       Tel: (602) 516-7066
       Fax: (602) 680-7930
       E-mail: Rhiannon@auctionnation.net

Cole Bu Portfolio and ARC DBPPROP001 are represented by:

       David S. Gragg, Esq.
       LANGLEY & BANACK, INC.
       745 East Mulberry, Suite 900
       San Antonio, TX 78212
       Tel: (210) 736-6600
       Fax: (210) 735-6889
       E-mail: dgragg@langleybanack.com

Spirit Master is represented by:

       Michael G. Colvard, Esq.
       MARTIN & DROUGHT, P.C.
       300 Convent St.
       Bank of America Plaza, 25th Floor
       San Antonio, TX 78205-3789
       E-mail: mcolvard@mdtlaw.com

                      About Buffets LLC

Buffets LLC, et al., are one of the largest operators of
buffet-style restaurants in the U.S.  The buffet restaurants,
located in 25 states, principally operate under the names Old
Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R)
and Fire Mountain(R).  These locations primarily offer self-service
buffets with entrees, sides, and desserts for an all-inclusive
price.  In addition, Buffets owns and operates an 10-unit full
service, casual dining chain under the name Tahoe Joe's Famous
Steakhouse(R).

Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008
and won confirmation of a reorganization plan in April 2009.  In
January 2012, Buffets again sought Chapter 11 protection and
emerged from bankruptcy in July 2012.

In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants
Holdings, Inc., and as a result of the merger, Buffets operated
over 300 restaurants in 35 states.

Down to 150 restaurants in 25 states after closing unprofitable
locations, Buffets LLC and its affiliated entities sought Chapter
11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557)
in San Antonio, Texas, on March 7, 2016.  The cases are assigned to
Judge Ronald B. King.

The Debtors have tapped Akerman, LLP as counsel, Bridgepoint
Consulting, LLC as financial advisor and Donlin, Recano & Company
as claims and noticing agent.


CENGAGE LEARNING: Bank Debt Trades at 2% Off
--------------------------------------------
Participations in a syndicated loan under which Cengage Learning is
a borrower traded in the secondary market at 97.85
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.38 percentage points from the
previous week.  Cengage Learning pays 600 basis points above LIBOR
to borrow under the $2.05 billion facility. The bank loan matures
on March 5, 2020 and carries Moody's B2 rating and Standard &
Poor's B+rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 11.


CENTURYLINK INC: Moody's Lowers CFR to Ba2, Outlook Stable
----------------------------------------------------------
Moody's Investors Service has downgraded CenturyLink, Inc.'s
Corporate Family Rating to Ba2 from Ba1 and downgraded its senior
unsecured debt rating to Ba3 from Ba2.  The senior unsecured
ratings of Qwest Corporation and Embarq Corporation were downgraded
to Ba1 from Baa3 while the ratings of all other subsidiaries were
also downgraded by one notch.  As part of the rating action,
Moody's lowered the Speculative Grade Liquidity rating to SGL-3
from SGL-2 reflecting adequate liquidity amidst a sizable $1.18
billion of Embarq Corp notes maturing in June 2016, which the
company expects to address with a combination of new debt issued at
the CenturyLink parent level and utilizing its $2 billion credit
facility.  The outlook for all ratings is stable.

The downgrade reflects the challenges CenturyLink faces in
preserving a balance sheet consistent with a higher rating given
downward pressure on revenues and cash flows due to the secular
decline of the wireline business, lower-margin strategic services
replacing higher-margin legacy revenues, and growing competition.
In addition, cash taxes will increase significantly in 2016 and
beyond and will likely preclude the company from generating
significant free cash flow after 2017 unless the business shows a
dramatic improvement in its revenue and EBITDA profile.  The
expectation for significantly diminished cash flow in 2017 and 2018
is based on existing tax law including the recent 5 year extension
of bonus depreciation.

If a full or partial sale of its data centers and colocation
business operations is realized, Moody's does not expect 100% of
the net proceeds to be used for debt pay down, which is the only
way CenturyLink could reduce its leverage to levels consistent with
its prior Ba1 CFR.

Moody's current projections do not include any sizeable new share
repurchase programs but do include a relatively modest share
repurchase to offset the dilutive effects on EPS if the data center
sale is consummated.  Because Moody's expects a steady increase in
cash taxes (absent corporate tax reform) and limited EBITDA growth,
it believes that CenturyLink will need to issue debt to finance any
future share repurchase programs.

Moody's has taken these rating actions:

CenturyLink, Inc.

  Corporate Family Rating: Downgraded to Ba2, from Ba1

  Probability of Default Rating: Downgraded to Ba2-PD, from Ba1-PD

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

  Senior Unsecured Regular Bond/Debenture: Downgraded to Ba3
   (LGD5), from Ba2 (LGD5)

  Outlook: Stable, from Negative

Qwest Corporation

  Senior Unsecured Regular Bond/Debenture: Downgraded to Ba1
   (LGD3), from Baa3 (LGD3)

  Senior Unsecured Shelf: Downgraded to (P)Ba1, from (P)Baa3

  Outlook: Stable, from Negative

Embarq Corporation

  Senior Unsecured Regular Bond/Debenture: Downgraded to Ba1
   (LGD3), from Baa3 (LGD3)

  Outlook: Stable, from Negative

Centel Capital Corp.

  Senior Unsecured Regular Bond/Debenture: Downgraded to Ba1
   (LGD3), from Baa3 (LGD3)
  Outlook: Stable, from Negative

Embarq Florida, Inc.

  Senior Secured First Mortgage Bonds: Downgraded to Baa3 (LGD2),
   from Baa2 (LGD2)

Outlook: Stable, from Negative

Mountain States Telephone & Telegraph Co.

  Senior Unsecured Regular Bond/Debenture: Downgraded to Ba1, from

   Baa3

  Outlook: Stable, from Negative

Northwestern Bell Telephone Company

  Senior Unsecured Regular Bond/Debenture: Downgraded to Ba1, from

   Baa3
  Outlook: Stable, from Negative

                         RATINGS RATIONALE

CenturyLink's Ba2 Corporate Family Rating reflects the company's
predictable cash flows, its broad base of operations, and a still
strong market position, especially in its fiber-enabled large
markets.  These positives are offset by the challenges the company
faces in reversing the downward pressure on revenues and EBITDA
margins due to competitive forces and secular changes in the
industry.  Management's growing tolerance for higher leverage as
evidenced by its recent preference to use the vast majority of its
excess cash flow for share repurchases also weighs on the rating.
Consequently, credit protection measurements (i.e. debt to EBITDA)
are expected to trend towards 3.6x (Moody's adjusted) by FYE2016
and potentially increase thereafter if cash taxes rise
meaningfully, as currently expected.

Moody's expects CenturyLink to have an adequate liquidity profile
over the next twelve months, reflecting the Speculative Grade
Liquidity ("SGL") rating of SGL-3.  At the end of 4Q'15,
CenturyLink had $126 million in cash and about $1.67 billion
available under its credit facility.  For 2016, Moody's expects
CenturyLink to generate about $4.7 billion in cash flow from
operations (Moody's adjusted) while investing about $3.4 billion
(Moody's adjusted) in its network and paying dividends of about
$1.2 billion, resulting in about $150 million of free cash flow.
The company has about $1.4 billion of debt maturing throughout
2016.  During January 2016, the company completed a $235 million
debt issuance of Qwest Corp notes that will be used to refinance
the upcoming $235 million Qwest Corp notes maturity on May 1, 2016.
CenturyLink has stated that the company will be opportunistic in
refinancing some or all of the $1.18 billion Embarq Corp notes
maturing June 1, 2016 at the CenturyLink parent level.  And, if
needed, the company currently has the revolver capacity to handle
the June 1 maturity.  With the share repurchase program completed
in December 2015, the company could also use available free cash
flow for a portion of the maturity.

CenturyLink's senior unsecured rating of Ba3 (LGD5) reflects its
junior position in the capital structure and the significant amount
of senior debt that is likely to remain outstanding at Qwest
Corporation. C enturyLink's credit facility is not rated, but has
structural seniority provided by subsidiary guarantees.

The senior unsecured debt of Qwest Corporation, the company's
largest operating subsidiary, is rated Ba1 (LGD3) based on its
structural seniority and relatively low leverage of 2.0 times Debt
to EBITDA (Moody's adjusted) as of LTM Sept. 31, 2015.  Moody's
notes that CenturyLink plans to refinance maturing debt at Qwest
Corporation at this entity.  Consequently, leverage at Qwest
Corporation could increase over the next few years, since Moody's
expects its EBITDA to face pressure.

The senior unsecured debt of Qwest Capital Funding, Inc. ("QCFI"),
which is guaranteed by Qwest Communications International, Inc.,
are unrated due to the lack of QCII audited financial statements
and no guarantees provided by CenturyLink.  QCFI has an
intermediate position in the capital structure between Qwest
Corporation and CenturyLink, Inc.

The senior unsecured debt of Embarq Corporation is rated Ba1
(LGD3).  CenturyLink has indicated that it plans to refinance debt
that matures at this entity at the parent company level
(CenturyLink, Inc.).  Consequently, Moody's expects leverage at
Embarq Corporation to decline over time.

The senior secured debt of Embarq's operating subsidiary, Embarq
Florida, Inc., is rated Baa3 (LGD2).  These securities benefit from
structural seniority and the pledge of assets of the operating
companies.  The senior unsecured debt of Centel Capital Corporation
(guaranteed by its direct parent, Centel Corporation) is rated Ba1
(LGD3) and reflects its structural subordination to the secured
debt of the subsidiaries of Centel Corporation, which include
Embarq Florida.

The stable outlook reflects Moody's belief that CenturyLink will
remain in the 3.6x -- 3.75x range of leverage (Moody's adjusted)
amidst declines in revenue and EBITDA margins as lower-margin
strategic revenue replaces higher-margin legacy revenue.

Moody's could raise CenturyLink's ratings if leverage (Moody's
adjusted) were to be sustained below 3.4x and free cash flow to
debt were in the high single digits.  More importantly, Moody's
would need evidence that management is committed to a more
conservative financial policy.

Moody's could lower the ratings further if leverage (Moody's
adjusted) were to exceed 3.8x or free cash flow turned negative on
a sustained basis, or if capital investment were reduced to levels
that would weaken the company's competitive position.

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010.


CHAPARRAL ENERGY: Skips $16.5 Million Payment on 2021 Notes
-----------------------------------------------------------
Chaparral Energy, Inc. on March 1, 2016, said it has elected not to
make an interest payment of $16.5 million, due that day on its
8.25% Senior Notes maturing 2021.  The Company has elected to defer
payment as it continues discussions with bondholders, senior
revolving lenders and prospective financing sources in order to
find alternatives to improve the Company's long-term capital
structure.

The election to defer the interest payment does not constitute an
event of default as defined under the indenture governing the
Senior Notes or any other indenture relating to other senior notes
of the Company. However, if the interest payment is not made within
30 days of its due date, such failure would result in an event of
default under the indenture relating to the Senior Notes, and the
trustee or holders of at least 25% in principal amount of the
outstanding Senior Notes may declare the principal and any interest
immediately due and payable.

The Company's election to defer the interest payment on the Senior
Notes may result in a cross default under the Company's credit
agreement with its senior revolving lenders -- RBL Credit Agreement
-- which provides that any default on material indebtedness becomes
an Event of Default under the RBL Credit Agreement if such default
results in the acceleration of such material indebtedness or
permits such acceleration with or without the giving of notice, the
lapse of time or both.

The Company's current cash position allows it to continue to meet
all of its current obligations to pay suppliers, employees and
others, and to continue to fund its operations.

In February, the Company said it has retained Evercore and Latham &
Watkins, LLP to advise the Company and assist in analyzing and
considering financial, transactional, and strategic alternatives.

Chaparral also said it borrowed $141.0 million under the Eighth
Restated Credit Agreement, dated as of April 12, 2010, by and among
the Company, as borrower, JPMorgan Chase Bank, National
Association, as administrative agent, and the lenders party
thereto, as amended and currently in effect, which represents
substantially all of the remaining undrawn amount that was
available under the Credit Facility. These funds are intended to be
used for general corporate purposes.

As of February 11, 2016, following the funding of this borrowing,
the aggregate principal amount of borrowings under the Credit
Facility was $548.0 million. This is in addition to $828,000 of
outstanding letters of credit.

These new borrowings initially bear interest at the 'alternate base
rate' which is the greatest of (i) the prime rate published by the
administrative agent under the Credit Facility, (ii) the federal
funds rate plus 0.50%, or (iii) the 'adjusted LIBO rate' (as
defined in the Credit Facility) plus 1.00%, plus, in each case, an
applicable margin of 1.50%.

Standard & Poor's Ratings Services lowered its corporate credit
ratings on Chaparral Energy to 'D' from 'CCC-', following the
announcement.  "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," the ratings firm said.

Earlier this year, the Company let go of:

     David R. Winchester, Senior Vice President - Drilling
Operations, and

     Jeffery D. Dahlberg, Senior Vice President - E&P Business
Unit

The Company said on January 22, "In response to persistent
depressed industry conditions, Chaparral continues to aggressively
pursue cost reductions, which include changes to personnel and
decreasing drilling activity in 2016. As a result, effective
January 19, 2016, [Messrs. Winchester and Dahlberg] are no longer
employed with us."

Founded in 1988 and headquartered in Oklahoma City, Chaparral
Energy is a pure play Mid-Continent independent oil and natural gas
exploration and production company.  As of Sept. 30, 2015, the
Company had $1,763,898,000 in total assets against total current
liabilities of $162,981,000 and long-term debt and capital leases,
less current maturities, of $1,671,920,000.  It had stockholders'
deficit of $119,141,000.


CHARTER FACILITIES: S&P Lowers Rating on $20.755MM Bonds to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B-' from 'BB-' on Indiana Finance Authority's $20.755 million
series 2013A educational facilities revenue bonds and $605,000
series 2013B taxable educational facilities revenue bonds, both
issued for Charter Facilities Management Northwest Indiana LLC
(CFM-NWI, on behalf of Lighthouse Academies of Northwest Indiana
Inc., or LANWI).  The outlook is stable.

"The downgrade reflects our view of LANWI's delays in completing
the fiscal 2015 audit in addition to multi-year covenant violations
resulting from declining operations and unrestricted reserves in
interim fiscal 2015 and fiscal 2014," said Standard & Poor's credit
analyst Robert Dobbins.  "We understand that operations suffered,
in part, as a result of the West Gary Lighthouse Charter School
merger, but we also view that merger as a consequence of declining
academic performance at LANWI, which appears to have negatively
impacted demand," Mr. Dobbins added.

LAI's curriculum incorporates Common Core State Standards and a
college readiness curriculum while focusing on a three-pronged
approach: rigorous academics, social development, and arts
infusion.  At the time of bond issuance in 2013, LANWI comprised
three public charter schools: East Chicago Lighthouse Charter
School (ECLCS, kindergarten through 10th grade or K-10), Gary
Lighthouse Charter School (GLCS, K-12), and West Gary Lighthouse
Charter School (WGLCS, K-11).

LANWI's schools are located in Gary and East Chicago, Ind.  Both
service areas have experienced declining populations.


CHOICE ACADEMIES: S&P Revises Outlook to Pos. & Affirms BB+ Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB+' long-term rating on the Phoenix
Industrial Development Authority, Ariz.'s series 2012 education
facility revenue bonds issued for Choice Academies Inc. (CA).

"The positive outlook reflects our expectation that new management
will establish a record of managing strong operations and
maintaining good liquidity comparable to levels during fiscal years
2015 and 2014," said Standard & Poor's credit analyst Robert
Dobbins.  The charter school has growing enrollment, although
demand has declined on the waitlist; historically strong academic
performance; and state funding is improving, leading to incremental
increases in per-pupil funding over the past couple of years.

S&P does not believe a rating change is merited currently due to
the school's only average maximum annual debt service (MADS) burden
and growth risk associated with filling out the newer Jefferson
High School.  Additionally, there is a possibility that liquidity
will decline materially as a result of a one-time bonus paid out to
teachers in fiscal 2016.  S&P understands that future growth plans
have moderated with a management change, although there is a
10-year lease-to-purchase arrangement for Jefferson signed in 2014
with an option to purchase it in five years.  S&P has not factored
the effects of the additional debt into its analysis due to the
uncertainty regarding the approval, size, and timing of the
issuance.

"The positive outlook reflects our expectation that the school will
successfully fill out Jefferson High School and maintain good
academic performance, strong MADS coverage, and above-average
liquidity in the one-year outlook period," added Mr. Dobbins.  S&P
views the change in leadership positively due to the corresponding
reduction in growth plans, but also expect that new management will
ensure the school continues to have operating surpluses and grows
the waitlist.

S&P could take a positive rating action during the one-year outlook
if management successfully fills out the new high school enrollment
and grows waitlist demand back to historical levels; maintains
operations and MADS coverage around current levels; and days' cash
on hand, though expected to be lower than this year, remains
adequate for a higher rating.

S&P could return the outlook to a stable during the one-year
outlook period if liquidity deteriorates substantially from current
levels, if operations become weaker, or if there is a material new
debt issuance that increases the already above-average debt burden
and reduces MADS coverage on a pro forma basis to a level more
consistent with the current rating.


COMBIMATRIX CORP: Amends 8,000 Units Prospectus With SEC
--------------------------------------------------------
Combimatrix Corporation filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the offering 8,000 units, with each unit consisting of (1) one
share of Series F convertible preferred stock, or Series F
preferred stock, which is convertible into that number of shares of
the Company's common stock equal to 1,000 divided by the conversion
price of the Series F preferred stock and (2) 276.243 warrants each
exercisable for one share of the Company's common stock, which
number of warrants equals 100% of the number of shares of its
common stock issuable upon conversion of a share of Series F
preferred stock at the conversion price, at an exercise price per
share equal to $___, which is 100% of the consolidated closing bid
price of the Company's common stock on The NASDAQ Capital Market on
the date the Company entered into the underwriting agreement.  

This prospectus also covers up to 2,209,944 shares of common stock
issuable upon conversion of the Series F preferred stock and up to
2,209,944 shares of common stock issuable upon exercise of the
warrants.

The units will be sold for a purchase price equal to $1,000 per
unit.  Units will not be issued or certificated.  The shares of
Series F preferred stock and the warrants are immediately separable
and will be issued separately.  Subject to certain ownership
limitations, the Series F preferred stock is convertible at any
time at the option of the holder into shares of the Company's
common stock at a conversion price per share equal to
$____, which is 75% of the consolidated closing bid price of the
Company's common stock on The NASDAQ Capital Market on the date the
Company entered into the underwriting agreement.  Subject to
certain ownership limitations, the warrants are immediately
exercisable and expire on the fifth anniversary of the date of
issuance.

The Company's common stock is listed on The NASDAQ Capital Market
under the symbol "CBMX".  On March 17, 2016, the Company's common
stock closed at $4.88 per share.  The preferred stock will not be
listed on any national securities exchange.  The Company intends to
apply for listing of the warrants on the NASDAQ Capital Market
under the trading symbol "CBMXW".

A full-text copy of the Form S-1/A is available for free at:

                       http://is.gd/vwTinv

                        About Combimatrix

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.

Combimatrix reported a net loss of $6.60 million in 2015 compared
to a net loss of $8.70 million in 2014.  As of Dec. 31, 2015, the
Company had $7.92 million in total assets, $2.06 million in total
liabilities and $5.85 million in total stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that 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.


DIXIE ELECTRIC: Moody's Lowers Corporate Family Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Dixie Electric, LLC's
Corporate Family Rating to Caa1 from B3. Concurrently, Moody's
downgraded the bank facilities to Caa1 from B3. Given weak industry
conditions, Moody's changed its family recovery assumptions to 50%
from 65% thus affirmed the Probability of Default Rating at
Caa1-PD. The outlook is stable.

"We expect further deterioration in Dixie Electric's credit metrics
throughout 2016 driven by its high exposure to the challenging
operating environment in the energy sector", said Moody's Analyst
Morris Borenstein.

The following action has been taken on these ratings:

-- Corporate Family Rating, Downgraded to Caa1 from B3

-- Senior Secured Bank Credit Facility, Downgraded to Caa1,
    (LGD4) from B3, (LGD3)

-- Probability of Default Rating, Affirmed at Caa1-PD

-- Outlook, Remains at Stable

RATINGS RATIONALE

Dixie's Caa1 Corporate Family Rating reflects Moody's expectations
of a continuing decline in revenue and profitability in 2016,
stemming from lower installation activity, revenue mix, and pricing
pressure. These declines will result in a further deterioration in
credit metrics. The rating also reflects Dixie's small scale, lack
of geographic and end-market diversification, and its high exposure
to the very cyclical upstream oil & gas sector. Moody's expects
significant capital spending reductions across the E&P sector,
which will also impact production activities.

Dixie's ratings are supported by its adequate liquidity and cash
flow generating ability despite the downturn, and its relatively
high EBITDA margins. The ratings also benefit from the recurring
nature of more than half of the company's revenues, which are
generated from repair, maintenance, upgrade, retrofit and emergency
response services. Dixie has some ability to shift some of its
employee base of electricians to other industrial work or into
midstream and downstream capacities, albeit at lower margins.

The stable rating outlook reflects Moody's expectation that the
company's liquidity will remain adequate despite weakening revenue
and profitability throughout 2016.

Inability to generate positive free cash flow or EBITDA to interest
coverage falling below 1 time in could lead to further rating
downgrades. A ratings upgrade is unlikely until debt to EBITDA is
expected to be sustained below 6 times.

Headquartered in Midland, Texas, Dixie Electric LLC (Dixie) is a
provider of well site electrification and automation infrastructure
to the upstream oil industry. The company offers design,
installation, modification, retrofit, upgrade, maintenance, repair
and decommissioning services. Dixie operates primarily in the
Permian and Bakken Basins. Revenue for the twelve months ended
September 30, 2015 was approximately $199 million. Dixie is
majority owned by private equity firm First Reserve.


DORAL FINANCIAL: FirstBank Reserves Right on Rivera Tulla Hiring
----------------------------------------------------------------
FirstBank Puerto Rico, defendant in certain ongoing non-bankruptcy
litigation brought by Doral Financial Corporation before the Puerto
Rico Court of First Instance, and party-in-interest in the Debtors'
cases submitted a reservation of rights in connection with the
Debtor's employment of Rivera, Tulla & Ferrer, LLC, as an ordinary
course professional.

FirstBank also stated that the reservation was filed out of an
abundance of caution due to certain ongoing matters before the
Puerto Rico Court.

Prior to the Petition Date, in 2009, the Debtor commenced an action
against FirstBank and certain other parties in the Puerto Rico
Court, Doral Financial Corporation and Doral Bank v. FirstBank
Bancorp., FirstBank Florida, FirstBank Puerto Rico; John Doe and
Jane Doe et als., No. KAC 2009-1321 (803) (the PR Action).  RTF
represents the Debtor in connection with the PR Action, and has
actively represented the Debtor in the PR Action since the Petition
Date.

The PR Action concerns the Debtor's claim that, in 2008, an
executive of the Debtor allegedly breached an employment agreement
with the Debtor upon accepting employment with one or more
FirstBank affiliates.  Over approximately five years prior to the
Petition Date, the substance of the Debtor's claim was rejected by
the United States Court of Appeals for the First Circuit, the
United States District Court for the District of Puerto Rico, and
an American Arbitration Association tribunal.  FirstBank believes
the PR Action is frivolous, and has reserved its right to seek any
and all appropriate relief therein, including as to RTF.

FirstBank Puerto Rico is represented by:

         Zachary H. Smith, Esq.*
         MOORE & VAN ALLEN, PLLC
         100 N. Tryon St., Suite 4700
         Charlotte, NC 28202-4003
         Tel: (704) 331-1000
         Fax: (704) 331-1159

*Licensed in New York only.  Not licensed in North Carolina.

                     About Doral Financial

Doral Financial Corporation is a holding company whose primary
operating asset was equity in Doral Bank.  DFC maintains offices in
New York City, Coral Gables, Florida and San Juan, Puerto Rico.
DFC has three wholly-owned subsidiaries: (i) Doral Properties,
Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and
(iii) Doral Recovery, Inc.

On Dec. 4, 2015, the Court directed the joint administration of the
Debtors' chapter 11 cases under Doral Financial Corporation, Case
No. 15-10573; and the consolidation thereof for procedural
purposes.  

On Feb. 27, 2015, regulators placed Doral Bank into receivership
and named the Federal Deposit Insurance Corp. as receiver.  Doral
Bank served customers through 26 branches located in New York,
Florida, and Puerto Rico.

DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
15-10573) in Manhattan on March 11, 2015.  The case is assigned to
Judge Shelley C. Chapman.

DFC estimated $50 million to $100 million in assets and $100
million to $500 million in debt as of the bankruptcy filing.  Doral
Properties Inc. disclosed total assets of P23,149,434 and total
liabilities of 37,335,000.

The Debtor tapped Ropes & Gray LLP as counsel.

The U.S. trustee overseeing the Chapter 11 case of Doral Financial
Corp. appointed five creditors of the company to serve on the
official committee of unsecured creditors.  The Committee is
represented by Brian D. Pfeiffer, Esq., and Taejin Kim, Esq., at
Schulte Roth & Zabel LLP.

On Nov. 25, 2015, Doral Properties filed a voluntary petition with
the Court for relief under Chapter 11 of the Bankruptcy Code.

The Office of the U.S. Trustee appointed five creditors to the
official committee of unsecured creditors.  Schulte Roth & Zabel
LLP represents the committee.


E Z MAILING: Creditors' Panel Hires EisnerAmper as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of E Z Mailing
Services, Inc., et al., seeks authorization from the U.S.
Bankruptcy Court for the District of New Jersey to retain
EisnerAmper LLP as financial advisor, effective January 27, 2016.

The Committee requires EisnerAmper to:

   (a) gain an understanding of Debtor's corporate structure,
       including non-debtor entities;
  
   (b) perform a preliminary assessment of the Debtor's cash needs

       and related projections;

   (c) establish reporting procedures that will allow for the
       monitoring of the Debtor's post-petition operations;

   (d) develop and evaluate alternative sale and liquidation
       strategies;

   (e) prepare a preliminary dividend analysis to determine
       potential return to unsecured creditors;

   (f) gain an understanding of Debtor's accounting systems;

   (g) scrutinize proposed sale transactions, if any, 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, availability and

       borrowing base certificates;

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

   (k) communicate findings to the Committee;

   (l) investigate and analyze all potential avoidance action
       claims;

   (m) assist the Committee in negotiating the key terms of a Plan

       of Reorganization/Liquidation;

   (n) review and analyze any proposed Plan of Reorganization/
       Liquidation and Disclosure Statement; and

   (o) render such assistance as the Committee and its counsel may

       deem necessary.

EisnerAmper will be paid at these hourly rates:

       Director/Partners          $435-$610
       Manager/Senior Managers    $260-$430
       Staff/Senior Staff         $185-$255
       Paraprofessional           $125-$180

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

Anthony R. Calacibetta, partner of EisnerAmper, 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.

EisnerAmper can be reached at:

       Anthony R. Calacibetta
       EISNERAMPER LLP
       111 Wood Avenue South
       Iselin, NJ 08830-2700
       Tel: (732) 243-7389

                         About E Z Mailing

E Z Mailing Services Inc. and United Business Freight Forwarders
are transportation logistics companies whose customers include
Macy's, Walmart, JC Penny and Forever 21.

After primary lender PNC Bank declared a default and demanded
immediate payment of $4.2 million, which resulted to a customer
freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016.  Ajay Aggarwal, the president,
signed the petitions.  The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million.  Judge
Stacey L. Meisel presides over the cases.

Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors.

Bederson LLP's Edward Bond is serving as CRO and crisis manager of
the Debtors.



E Z MAILING: Creditors' Panel Hires Lowenstein Sandler as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of E Z Mailing
Services, Inc., et al., seeks authorization from the U.S.
Bankruptcy Court for the District of New Jersey to retain
Lowenstein Sandler LLP as counsel to the Committee, effective
January 27, 2016.

The Committee requires Lowenstein Sandler to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under section 1102 of the Bankruptcy Code;

   (b) assist the Committee in negotiating favorable terms for
       unsecured creditors with respect to any proposed asset
       purchase agreements for the sale of any of the Debtors'
       assets;

   (c) provide legal advice as necessary with respect to any
       disclosure statement or plan filed in the Chapter 11 cases,

       with respect to the process for approving or disapproving
       any such disclosure statement or confirming any such plan,
       as appropriate;

   (d) prepare on behalf ot eh Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements, memoranda of law, and other legal papers,
       including, without limitation, the preparation and defense
       of retention and fee applications for the Committee's
       professionals and proposed professionals, including
       Lowenstein Sandler;

   (e) appear in Court to present necessary motions, applications,

       and pleadings, and otherwise protect the interests of those

       unsecured creditors who are represented by the Committee;

   (f) review the Debtors' schedules and statements;

   (g) advise the Committee as to the implications of the Debtors'

       activities and motions before this Court;

   (h) provide the Committee with legal advice in relation to the
       Chapter 11 cases generally; and

   (i) perform such other legal services as may be required and
       that are in the best interests of the Committee, the
       estates, and creditors.

Lowenstein Sandler will be paid at these hourly rates:

       Partners                    $550-$1,100
       Senior Counsel and
       Counsel                     $390-$695
       Associates                  $285-$595
       Paralegals and
       Assistants                  $110-$290

Lowenstein Sandler will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Jeffrey D. Prol, partner of Lowenstein Sandler, 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.

Lowenstein Sandler can be reached at:

       Jeffey D. Prol, Esq.
       LOWENSTEIN saNDLER LLP
       65 Livingston Avenue
       Roseland, NJ 07068
       Tel: (973) 597-2500
       Fax: (973) 597-2491
       E-mail: jprol@lowenstein.com

                         About E Z Mailing

E Z Mailing Services Inc. and United Business Freight Forwarders
are transportation logistics companies whose customers include
Macy's, Walmart, JC Penny and Forever 21.

After primary lender PNC Bank declared a default and demanded
immediate payment of $4.2 million, which resulted to a customer
freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy
petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616,
respectively) on Jan. 13, 2016.  Ajay Aggarwal, the president,
signed the petitions.  The Debtors each estimated assets and
liabilities in the range of $10 million to $50 million.  Judge
Stacey L. Meisel presides over the cases.

Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors.

Bederson LLP's Edward Bond is serving as CRO and crisis manager of
the Debtors.



EARL GAUDIO: Can Employ Binswanger Midwest as Real Estate Broker
----------------------------------------------------------------
U.S. Bankruptcy Judge Mary P. Gorman has authorized Earl Gaudio &
Son, Inc., to retain Binswanger Midwest of Illinois, Inc., and
Gerald P. Norton as real estate broker.

The firm was hired as real estate broker to market and offer the
Debtor's real estate improved with an office and warehouse building
located at 1803 Georgetown Road, Danville, Illinois.  The broker is
authorized to offer the property at $3.8 million.

Binswanger Midwest of Illinois, Inc., will be compensated with a
commission of 5% of the purchase price at closing when there is no
co-broker.  If there is a co-broker, Binswanger will be paid a
commission of 6% of the purchase price.

Gerald P. Norton assures the Court that the Firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor.

                Committee, et al. Challenge Hiring

The Official Unsecured Creditors' Committee asked the U.S.
Bankruptcy Court for the Central District of Illinois to condition
the approval of Earl Gaudio & Son, Inc.'s application to employ
Binswanger Midwest and Gerald P. Norton.  The Committee states it
does not object to the employment of the broker.  However, the
Committee complains it was not given the opportunity to review the
agreement prior to the filing of the application, and the Committee
objects to certain provisions of the agreement.  

Specifically, the Committee objects to:

   a. the overly broad definition of "protected prospect";

   b. the excessive length of time that the broker's exclusive
right to a commission for a sale to a protected person continues
following termination of the agreement;

   c. the lack of indemnification for the Debtor in the event that
a co-broker makes a claim against Debtor for payment of a
commission pursuant to any commission agreement broker enters with
a co-broker;

   d. the fee shifting provision;

   e. the ambiguity that appears to entitle Broker to the higher 6%
co-broker commission in the event Broker becomes a dual agent;

   f. the lack of a comprehensive indemnification paragraph; and

   g. the lack of a termination paragraph.

The Committee proposes revisions to the agreement to resolve its
objections.

In a separate filing, Paul Offut filed an objection to the motion.
The United States of America, on behalf of the Small Business
Administration, a secured creditor, also objected to the Debtor's
application.

SBA has a first mortgage lien on the real property located at 1803
Georgetown Road, Tilton, Illinois.

In Dec. 13, 2013, Debtor mailed the United States a $1,722,713
check purportedly in satisfaction of the SBA's claim secured by the
first mortgage lien on the EGS Facility and other estate property.
During the pendency of the case, Debtor has consistently and
repeatedly valued the EGS Facility at $4,450,000.

Nevertheless, on July 17, 2015, Debtor filed an adversary action
against the SBA, Case No. 15-9025, seeking a judgment that the SBA
may be obligated to refund an undetermined portion of the
$1,722,713 payment to Debtor at an undetermined future date if the
sale of the EGS Facility does not generate sale proceeds in excess
of approximately $1,655,231.

According to SBA, the Debtor fails to provide sufficient
information for either creditors or the Court to determine whether
the $3,800,000 listing price is either appropriate, too high or too
low.  The SBA says that information needs to be disclosed prior to
approval of the Exclusive Listing Agreement that sets this
$3,800,000 as a beginning benchmark price for the property.

A listing that is too low will not maximize recovery for creditors.
However, a listing that is too high, or does not take into account
reasonable market times and inventory, will create an unnecessary
drain on estate resources in the form of carrying costs and
depreciation, and the price itself may discourage legitimate sales
offers.

Alternatively, if the Debtor will not timely provide the valuation
information, the United States requests four weeks to obtain an
independent appraisal and market analysis before the 6-month
binding Listing Agreement is approved.

                          The Application

The Debtor, by and through First Midwest Bank as custodian of the
Debtor, said that on June 12, 2013, Helen Gaudio, as guardian of
the estate of Earl Gaudio commenced a lawsuit against Eric Gaudio,
Dennis Gaudio and the Debtor.  On June 27, 2013, the Circuit Court
for the Fifth Judicial Circuit of Illinois, Vermilion County
appointed First Midwest Bank as Custodian of Earl Gaudio and Son,
Inc. and vested the custodian with all powers, authorities, rights,
and privileges previously possessed by the directors and officers
of Earl Gaudio and Son, Inc.

EG&S is the owner of the real estate improved with an office and
warehouse building located at 1803 Georgetown Road, Danville,
Illinois (the Real Estate).

On Sept. 20, 2013, the Debtor's assets, other than the Real Estate,
were sold to Skeff Distributing Company, Inc. pursuant to the order
authorizing the sale of operational assets free and clear of liens,
claims, and encumbrances and assignment and assumption of executory
contracts.  The sale primarily consisted of the Debtor's
operational assets and rights relating to its distributorship of
products pursuant to an agreement with Anheuser-Busch InBev, Inc.,
such that the Real Estate was no longer utilized as a distribution
facility, and Debtor has not otherwise used or occupied the Real
Estate.  Following the sale, the Custodian wound down the Debtor's
distributorship operations.

The Real Estate was the subject of Adversary Proceeding No.
14-9053.

Subject to approval by the Court, the Debtor has entered into an
exclusive listing agreement with Binswanger Midwest of Illinois,
Inc. and Gerald P. Norton to list, market and offer the Real Estate
for sale.  The summary of certain terms includes:

   a) the marketing expenses that may be authorized by the Debtor,
by and through the Custodian, within the marketing plan will be
paid at the same time and in the same manner as commissions, except
in the event that the Exclusive Listing Agreement terminates
without the Real Estate being sold, in which case the marketing
expenses will be paid upon termination. The Custodian has not yet
approved, by signature, any of the optional marketing
recommendations.

   b) the Real Estate Broker will receive either a commission of 5%
of the purchase price at closing for a sale where there is no
co-broker, or a commission of 6% of the purchase price at closing
for a sale where there is a co-broker.

   c) the term is for six months from the date the Real Estate
Broker's employment is approved by the Court.

   d) any sale of the Real Estate is subject to the approval of the
Court, which must be obtained under Section 363 of the Bankruptcy
Code.

Based on the Real Estate Broker's recommendation after undertaking
a sales comparison, the Real Estate will be offered for sale at a
gross purchase price of $3,800,000.

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

The Committee is represented by:

        James E. Rossow Jr.
        RUBIN & LEVIN, P.C.,
        135 N. Pennsylvania Street, Suite 1400
        Indianapolis, IN 46204
        Tel: (317) 860-2893
        Fax: (317) 453-8619
        E-mail: jim@rubin-levin.net

The Debtor is represented by:

         Victoria E. Powers, Esq.
         ICE MILLER LLP
         250 West Street
         Columbus, OH 43215
         Tel: (614) 462-5010
         Fax: (614) 222-3478
         E-mail: victoria.powers@icemiller.com

SBA is represented by:

         James A. Lewis, Esq.
         United States Attorney
         David H. Hoff
         Assistant United States Attorney
         201 S. Vine Street, Suite 226
         Urbana, IL 61802
         Tel: (217) 373-5875
         Fax: (217 373-5891
         Tel: david.hoff@usdoj.gov

                 About Earl Gaudio & Son, Inc.

Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor disclosed $11,849,187 in assets and $8,489,291 in
liabilities as of the Chapter 11 filing.  John David Burke, Esq.,
and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the
Debtor's counsel.

The U.S. Trustee appointed five creditors to serve in the Official
Committee of Unsecured Creditors.  The Committee retained Evans,
Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin,
P.C., as its counsel.


ELBIT IMAGING: Gets Debt Conversion Proposal From Subsidiary
------------------------------------------------------------
Elbit Imaging Ltd. has received a written proposal from the
independent committee of its subsidiary, Elbit Medical Technologies
Ltd. to convert all the outstanding debts of Elbit Medical to the
Company, which as of March 17, 2016, amount to approximately NIS
146 million ($37.9 million) into Elbit Medical's shares.

The Proposal and its terms, will be considered by the Company's
authorized organs (including its independent committee) in
accordance with the applicable law.  The Company said it will
publish an immediate report of its decisions with respect to the
Proposal, as required by the applicable law.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
holds investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


ELITE PHARMACEUTICALS: NDA for SequestOxTM Granted Priority Review
------------------------------------------------------------------
Elite Pharmaceuticals, Inc. announced that the New Drug Application
for SequestOXTM (ELI-200), Elite's lead opioid abuse-deterrent
candidate for the management of moderate to severe pain where the
use of an opioid analgesic is appropriate, has been accepted and
granted priority review by the United States Food and Drug
Administration.  The FDA has set a target action date under the
Prescription Drug User Fee Act of July 14, 2016.

SequestOxTM is an immediate-release Oxycodone Hydrochloride
containing sequestered Naltrexone which incorporates 5 mg, 10 mg,
15 mg, 20 mg and 30 mg doses of oxycodone into capsules.

"The FDA's decision to grant Priority Review to the SequestOxTM
submission is an important milestone for Elite and an important
step toward providing a new treatment option for physicians and
patients that may deter some of the common methods of opioid
abuse," said Nasrat Hakim, president and chief executive officer of
Elite.  "I am pleased with the targeted PDUFA date and we look
forward to the FDA's review of our submission."

                   About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite reported net income attributable to common shareholders of
$28.9 million on $5 million of total revenues for the year ended
March 31, 2015, compared to a net loss attributable to common
shareholders of $96.5 million on $4.6 million of total revenues for
the year ended March 31, 2014.

As of Dec. 31, 2015, the Company had $27.13 million in total
assets, $29.20 million in total liabilities, $58.42 million in
convertible preferred shares and a $60.49 million total
stockholders' deficit.


EMMAUS LIFE: Terminates Designation Agreement with Sarissa & TRW
----------------------------------------------------------------
Emmaus Life Sciences, Inc. and T.R. Winston & Company, LLC entered
into an agreement to terminate that certain agreement previously
entered into  as of Sept. 11, 2013, among the Company, Dr. Yutaka
Niihara, Sarissa Capital Management L.P. and TRW.  The Termination
Agreement follows an Amendment to the Designation Agreement dated
Nov. 19, 2015, between the Company, Dr. Niihara and Sarissa.

The Amendment, filed on Form 8-K on Nov. 24, 2015, terminated the
Designation Agreement with respect to the Company, Dr. Niihara and
Sarissa, and provides that those parties will have no further
rights or obligations to each other under the Designation
Agreement.  Furthermore, each of the Company, Sarissa and Dr.
Niihara waived all rights each has ever had, has or may have under
the Designation Agreement against each other, and released each
other from any and all obligations each has ever had, has or may
have to the other under the Designation Agreement.  As a result of
the Amendment, Sarissa no longer has the right to designate any
members of the Company's Board, nor does it have the right to
approve any actions as were set forth in the Designation
Agreement.

Together, the Termination Agreement and the Amendment fully
terminates the Designation Agreement with no rights remaining under
the Designation Agreement for any of the parties.  Accordingly,
neither Sarissa nor TRW has any further right to designate any
directors of the Company, and the Company does not need the consent
of Sarissa or TRW to take actions with respect to any of the
matters specified in the Designation Agreement.

                         About Emmaus Life

Emmaus Life Sciences, Inc., is engaged in the discovery,
development, and commercialization of treatments and therapies
primarily for rare and orphan diseases.  This biopharmaceutical
company's headquarters is in Torrance, California.

Emmaus Life reported a net loss of $20.8 million on $500,700 of net
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $14.06 million on $391,000 of net revenues for the year ended
Dec. 31, 2013.

As of March 31, 2015, the Company had $2.2 million in total assets,
$24.3 million in total liabilities and a $22.1 million total
stockholders' deficit.

KPMG LLP, in San Diego, California, issued a "going Concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014.  The independent auditors noted that the
Company has suffered recurring losses from operations, has
significant amounts of debt due within a year, and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.


ENERGY XXI: Wells Fargo, Lenders Extend Waiver Until April 15
-------------------------------------------------------------
Energy XXI Gulf Coast, Inc., a Delaware corporation, and EPL Oil &
Gas, Inc., a Delaware corporation, which are both indirect
wholly-owned subsidiaries of Energy XXI Ltd, received on March 14,
2016, a written confirmation from Wells Fargo Bank, N.A., as
administrative agent for the lenders under their Second Amended and
Restated First Lien Credit Agreement that they had received
signature pages from the required lenders under the First Lien
Credit Agreement for the Fourteenth Amendment and Waiver to Second
Amended and Restated First Lien Credit Agreement, dated as of March
14, 2016.  The Waiver also became effective as of that date based
on satisfaction of the conditions to the effectiveness provided in
the Waiver.

The lenders have agreed to extend the term of the waiver -- that
was provided pursuant to the Thirteenth Amendment and Waiver to
Second Amended and Restated First Lien Credit Agreement dated as of
February 29, 2016 -- until April 15, 2016, unless it is terminated
at an earlier date due to Gulf Coast's or EPL's failure to comply
with the conditions set forth in the Waiver or to the occurrence of
an Event of Default (as defined in the First Lien Credit Agreement)
other than as a result of the failure of:

     -- Gulf Coast to pay interest due on its 6.875% notes due
        2024 or its 11.000% senior secured notes due 2020; or

     -- EPL to pay interest due on its 8.25% notes due 2018,

in each case to the extent the failure to pay interest does not
constitute an event of default as defined in the applicable
indentures for such notes.

The Waiver provides that Gulf Coast is not required to deliver a
compliance certificate for the fiscal quarter ended December 31,
2015 until the expiration of the Waiver.

The Waiver further provides for the reduction of the borrowing base
of Gulf Coast and EPL under the First Lien Credit Agreement. The
borrowing base under the First Lien Credit Agreement as of the
effectiveness of the Waiver was reduced from $500 million to
$377,742,500, with such reduction effectively removing any further
borrowing capacity under the First Lien Credit Agreement beyond an
aggregate amount equal to the amount of outstanding letters of
credit that have been issued thereunder plus the amount of
outstanding loans to EPL thereunder. EPL's borrowing base at the
time of the reduction remains at $150 million.

However, the Waiver further provides that Gulf Coast will unwind
certain hedging transactions and use the proceeds therefrom to
repay amounts of outstanding loans to EPL under the First Lien
Credit Agreement, and for such repayments to then result in an
automatic and permanent reduction in the borrowing base of Gulf
Coast and EPL. This further reduction in borrowing base will be for
both the overall borrowing base under the First Lien Credit
Agreement as well as the borrowing base specific to EPL, and in
each case, the reduction is an amount equal to the full extent of
the aggregate amount of repaid principal relating to such unwound
hedging transactions.

The Waiver does continue to allow Gulf Coast to get replacement
letters of credit under the First Lien Credit Agreement without
satisfying credit extension conditions so long as the replacement
letter of credit does not have an aggregate face amount in excess
of the available amount of the letter of credit being replaced and
certain other conditions set forth in the Waiver are met.

A copy of the Fourteenth Amendment and Waiver is available at
http://is.gd/c46oEI

The Thirteenth Amendment and Waiver was filed on March 4 and is
available at http://is.gd/3aPtXp Under that previous Waiver, Gulf
Coast and EPL will each keep all of its accounts and will not
co-mingle any of its cash or money with, those of other Persons
(including its Subsidiaries).

Members of the lending syndicate are:

     * AMEGY BANK NATIONAL ASSOCIATION, as Lender
     * THE BANK OF NOVA SCOTIA, as Lender
     * SCOTIABANC INC., as Lender
     * TORONTO DOMINION (TEXAS) LLC, as Lender
     * CAPITAL ONE, NATIONAL ASSOCIATION, as Lender
     * NATIXIS, NEW YORK BRANCH,
     * BARCLAYS BANK PLC, as Lender
     * CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
     * ING CAPITAL LLC, as Lender
     * REGIONS BANK, as Lender and as Swing Line Lender
     * CITIBANK, N.A., as Lender
     * UBS AG, STAMFORD BRANCH, as Issuer and Lender
     * DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
     * COMMONWEALTH BANK OF AUSTRALIA, as Lender
     * COMERICA BANK, as Lender
     * SUMITOMO MITSUI BANKING CORPORATION, as Lender
     * KEYBANK NATIONAL ASSOCIATION, as Lender
     * SANTANDER BANK, N.A., as Lender
     * WHITNEY BANK, as Lender
     * CANADIAN IMPERIAL BANK OF COMMERCE,
       NEW YORK BRANCH, as Lender
     * CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender
     * IBERIABANK, as Lender
     * PNC BANK, NATIONAL ASSOCIATION, as Lender
     * THE ROYAL BANK OF SCOTLAND, plc, as Lender

Energy XXI Ltd, on March 7, filed with the Securities and Exchange
Commission the unaudited financial statements as of and for the
quarters ended December 31, 2015 and 2014, for Energy XXI Gulf
Coast, Inc., a wholly-owned subsidiary.

Gulf Coast issued $750,000,000 of its 9.25% Senior Notes due 2017
on December 17, 2010, $250,000,000 of its 7.75% Senior Notes due
2019 on February 25, 2011, $500,000,000 of its 7.5% Senior Notes
due 2021 on September 26, 2013, $650,000,000 of its 6.875% Senior
Notes due 2024 on May 27, 2014, and $1,450,000,000 of its 11.0%
Senior Secured Second Lien Notes due 2020 on March 12, 2015, all in
private placement transactions. Pursuant to the terms of the
indentures governing the Notes, Energy XXI is required to file Gulf
Coast's unaudited quarterly and audited annual financial
statements.  A copy of the report is available at
http://is.gd/PgZh6v

                         Nasdaq Delisting Looms

On February 24, 2016, Energy XXI Ltd received a letter from the
Listing Qualifications Department of The NASDAQ Stock Market LLC
notifying the Company that, based upon the closing bid price of the
Company's common stock for the last 30 consecutive business days,
the Common Stock did not meet the minimum bid price of $1.00 per
share required by NASDAQ Listing Rule 5450(a)(1), initiating an
automatic 180 calendar-day grace period for the Company to regain
compliance.

The notice has no immediate effect on the listing or trading of the
Company's Common Stock, and the Common Stock will continue to trade
on the NASDAQ Global Select Market under the symbol "EXXI".

In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company
has a period of 180 calendar days from the date of the
notification, or until August 22, 2016, to achieve compliance with
the minimum bid price requirement. The Company will regain
compliance with the minimum bid price requirement if at any time
before August 22, 2016, the bid price for the Company's Common
Stock closes at or above $1.00 per share for a minimum of 10
consecutive business days.

In the event the Company does not regain compliance with the
minimum bid price requirement by August 22, 2016, the Company may
be eligible for an additional 180 calendar-day compliance period if
it elects to transfer to The NASDAQ Capital Market so as to take
advantage of the additional compliance period offered on that
market. To qualify, the Company would be required to meet the
continued listing requirement for market value of publicly held
shares and all other initial listing standards for The NASDAQ
Capital Market, with the exception of the bid price requirement,
and would need to provide written notice of its intention to cure
the deficiency during the second compliance period.

The Company intends to continue to monitor the bid price levels for
the Common Stock and will consider appropriate alternatives to
achieve compliance within the initial 180 calendar-day compliance
period. There can be no assurance, however, that the Company will
be able to do so.

                       About Energy XXI

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

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

On February 16, 2016, the Company elected to enter into the 30-day
grace period under the terms of the indenture governing EPL Oil &
Gas, Inc.'s outstanding 8.25% Senior Notes due February 2018 to
extend the timeline for making the cash interest payment to March
17, 2016.   The aggregate amount of the interest payments is
approximately $8.8 million. During the 30-day grace period, the
Company will work with its debt holders regarding its ongoing
effort to develop and implement a comprehensive plan to restructure
its balance sheet.

Energy XXI LTD has engaged PJT Partners as financial advisor and
Vinson & Elkins L.L.P. as legal advisor to advise management and
its Board of Directors regarding potential strategic alternatives.

Wells Fargo Bank, N.A., the administrative agent for the lenders
under a Second Amended and Restated First Lien Credit Agreement,
has retained Willkie Farr & Gallagher, LLP and RPA Advisors.  


EXTREME PLASTICS: Creditors' Panel Hires Reed Smith as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Extreme Plastics
Plus, Inc., et al. seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Reed Smith LLP as
counsel for the Committee, nunc pro tunc to February 10, 2016.

The Committee requires Reed Smith to:

   (a) advise the Committee of its rights, powers and duties in
       the Cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of the Cases;

   (c) review and analyze all applications, motions, orders,
       statements of operations and schedules filed with the
       Bankruptcy Court by the Debtors or third parties, advise
       the Committee as to their propriety, and, after
       consultation with the Committee, taking appropriate action
       in furtherance of the Committee's interests and objectives;

   (d) prepare on behalf of the Committee any necessary motions,
       applications, objections, answers, orders, reports and
       papers in furtherance of the Committee's interests and
       objectives;

   (e) represent the Committee at hearings held before the
       Bankruptcy Court and communicating with the Committee
       regarding the issues raised, as well as the decisions
       of the Bankruptcy Court;

   (f) assist the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with such creditors;

   (g) assist with the Committee's investigation of the acts,
       conduct, assets, liabilities and financial condition of the

       Debtors and of the operation of the Debtors' businesses;

   (h) assist the Committee in its analysis of, and negotiations
       with, the Debtors or their creditors concerning matters
       related to, among other things, the terms of any plan or
       plans of reorganization or liquidation or any section 363
       sale; and

   (i) perform all other necessary legal services as may be
       required and are deemed to be in the interests of the
       Committee in connection with the Cases.

Reed Smith will be paid at these hourly rates:

       Lisa Lankford, paralegal        $225
       John B. Lord, paralegal         $330
       Emily K. Devan, associate       $385
       Lauren Zabel, associate         $490
       Kurt F. Gwynne, partner         $790
       Claudia Springer, partner       $860

Reed Smith will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Claudia Z. Springer, partner of Reed Smith, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Bankruptcy Court will hold a hearing on the motion on April 5,
2016, at 2:00 p.m.  Objections, if any, are due March 29, 2016, at
4:00 p.m.

Reed Smith can be reached at:

       Claudia Z. Springer, Esq.
       REED SMITH LLP
       Three Logan Square
       1717 Arch Street, Suite 3100
       Philadelphia, PA 19103
       Tel: (215) 241-7946
       Fax: (215) 851-1420
       E-mail: cspringer@reedsmith.com

                    About Extreme Plastics

Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry.  Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.

The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc.  The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.

Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.

Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt.  EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.

As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent.   The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.

The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee selected Reed
Smith LLP as counsel.



EXTREME PLASTICS: Creditors' Panel Taps Emerald Capital as Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Extreme Plastics
Plus, Inc., et al. seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Emerald Capital
Advisors as financial advisors to the Committee, nunc pro tunc to
February 10, 2016.

The Committee requires Emerald Capital to:

   (a) review and analyze the Company's operations, financial
       condition, business plan, strategy, and operating
       forecasts;

   (b) assist the Committee in evaluating any proposed debtor-in-
       possession financing;

   (c) assist in the determination of an appropriate capital
       structure for the Company;

   (d) advise the Committee as it assesses the Debtors' executory
       contracts including assume versus reject considerations;

   (e) assist and advise the Committee in connection with its
       identification, development, and implementation of
       strategies related to the potential recoveries for the
       unsecured creditors as it relates to the Debtors' Chapter
       11 plan;

   (f) assist the Committee in understanding the business and
       financial impact of various restructuring alternatives of
       the Debtors;

   (g) assist the Committee in its analysis of the Debtors'
       financial restructuring process, including its review of
       the Debtors' development of plans of reorganization and
       related disclosure statements;

   (h) assist the Committee in evaluating, structuring and
       negotiating the terms and conditions of any proposed
       transaction, including the value of the securities, if any,

       that may be issued to thereunder;

   (i) assist in the evaluation of the asset sale process,
       including the identification of potential buyers;

   (j) assist in evaluating the terms, conditions, and impact of
       any proposed asset sale transactions;

   (k) assist the Committee in evaluating any proposed merger,
       divestiture, joint venture, or investment transaction;

   (l) assist the Committee to value the consideration offered by
       the Debtors to unsecured creditors in connection with the
       sale of the Debtors' assets or a restructuring;

   (m) provide testimony, as necessary, in any proceeding before
       the Bankruptcy Court; and

   (n) provide the Committee with other appropriate general
       restructuring advice.

The Committee agrees that Emerald Capital will be compensated at
the blended hourly rate of $375 for all professionals' time. The
fees are based on the hours actually expended by Emerald Capital
personnel, multiplied by $375.

Emerald Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.

John P. Madden, senior managing director and founder of Emerald
Capital, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

The Bankruptcy Court will hold a hearing on the motion on April 5,
2016, at 2:00 p.m.  Objections, if any, are due March 29, 2016, at
4:00 p.m.

Emerald Capital can be reached at:

       John P. Madden
       Emerald Capital Advisors
       The Heron Building
       70 East 55th Street, 17th Floor
       New York, NY 1002
       Tel: (212) 201-1905
       Fax: (212) 731-0307
       E-mail: jpm@emeraldcapitaladvisors.com

                    About Extreme Plastics

Founded in 2007, privately-held Extreme Plastics Plus, Inc.,
operates an environmental containment business specializing in
providing environmental lining, above ground storage tanks,
composite rig mats, secondary steel wall containment systems, and
closed loop solids control services, primarily for the oil and gas
industry.  Extreme Plastics has six facilities in Fairmont, West
Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore,
Texas, Odessa, Texas, and Oklahoma City, Oklahoma.

The stock of Extreme Plastics is held entirely by EPP Intermediate
Holdings, Inc.  The stock of EPP Intermediate is held entirely by
EPP Holding Company, LLC, a non-debtor.

Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc.,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
16-10221) on Jan. 31, 2016, as the ongoing decline in the price of
oil and natural gas negatively impacted demand of the Debtors'
services.

Extreme Plastics estimated $10 million to $50 million in assets
and $50 million to $100 million in debt.  EPP Intermediate
estimated $1 million to $10 million in assets and $50 million to
$100 million in debt.

As of the Petition Date, Extreme Plastics owes $49.5 million under
a secured facility provided by lenders led by Citizens Bank of
Pennsylvania, as agent.   The facility is secured by a lien in
substantially all of the Debtors' assets, as well as a pledge of
100% of the equity in Extreme Plastics and EPP Intermediate.

The Debtors tapped Sullivan Hazeltine Allinson LLC as attorneys
and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee selected Reed
Smith LLP as counsel.



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

       Debtor                                   Case No.
       ------                                   --------
       Fine Light, Inc.                         16-01854
          dba Finelight
       1801 S. Liberty Drive
       Bloomington, IN 47403

       RMG Communications LLC                   16-01855
           dba Bloom Marketing
       1801 S. Liberty Drive
       Bloomington, IN 47403

Chapter 11 Petition Date: March 17, 2016

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Debtors' Counsel: Wendy D. Brewer, Esq.
                  JEFFERSON & BREWER, LLC
                  300 N. Meridian Street, Suite 220
                  Indianapolis, IN 46204
                  Tel: 317-215-6220
                  Email: wbrewer@jeffersonbrewer.com

                    - and -

                  Caroline Ellona Richardson, Esq.
                  JEFFERSON & BREWER, LLC
                  300 N. Meridian Street, Suite 220
                  Indianapolis, IN 46204
                  Tel: (317) 215-6220
                  Email: crichardson@jeffersonbrewer.com

Debtors'          BARRON BUSINESS CONSULTING
Restructuring
Officer:

                                          Total       Total
                                         Assets    Liabilities
                                      ----------   -----------
Fine Light                             $254,537     $15.76MM
RMG Communications                      $2,517      $13.68MM

The petitions were signed by Kevin Todd, chief financial officer.

RMG Communications listed Cmedia Services, LLC as its largest
unsecured creditor holding a claim of $9.35 million.

A list of Fine Light's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb16-01854.pdf

A copy of RMG Communications' petition is available for free at:

            http://bankrupt.com/misc/insb16-01855.pdf


FIRSTLIGHT HYDRO: Fitch Affirms 'BB-' Rating on $320MM Sec. Loan
----------------------------------------------------------------
Fitch Ratings has affirmed FirstLight Hydro Generating Company's
(HGC) $320 million ($260.5 million outstanding) senior secured
first mortgage bonds due in 2026 at 'BB-'. The Outlook has been
revised to Negative from Stable.

The rating reflects a merchant revenue structure amid persistent
low power prices, mitigated by the sponsor's structured revenue
stream to support project cash flows. Moderate leverage, fixed-rate
fully amortizing debt, and moderate capital expenditures (capex)
help mitigate revenue volatility. The Negative Outlook is based on
uncertainty of the project's longer-term cost profile and future
sponsor support due to a pending change in ownership to PSP
Investments from HGC's indirect parent GDF Suez Energy North
America, Inc. (GSENA). Despite near-term improvement to the
projected cash flow profile, Fitch forecasts future periods where
the project may require continued sponsor support to maintain a
financial profile consistent with the rating.

KEY RATING DRIVERS

Exposure to Merchant Revenue-Revenue Risk - Price: Weaker
HGC manages a portfolio of hydropower assets that sell a bundled
product to an affiliate under a power purchase agreement (PPA)
expiring in 2019. The PPA includes a pass-through provision for
capex. Fitch, however, assesses the project's revenues as exposed
to the volatility of merchant power prices because the PPA is
contracted with an unrated affiliate.

Revenue Risk-Volume: Midrange
Hydrology variability is mitigated by projections based on actual
historical water flows, which include drought-like conditions, to
minimize output volatility in expected energy production.

Stable Operating Performance-Operating Risk: Midrange
The project benefits from a long history of stable operations at
its conventional and run-of-river hydro units. Large capex
particularly at the Northfield pumped storage facility have been
and are expected to continue to be passed through via the PPA and
should result in increased plant output and reliability.

Conventional Debt Structure-Debt Structure: Midrange
Debt is fixed-rate and fully amortizing through 2026, eliminating
refinancing risk, and leverage levels are lower than similarly
rated peers.

Debt Service
Under Fitch's rating case financial scenario, which assumes
merchant market operations in absence of the PPA and lower electric
output, DSCRs average 1.90x but fluctuate, with 1.36x coverage in
2016 and declining to around 1.43x in later years.

Peer Comparison
The merchant power projects Fitch rates have suffered material cash
flow erosion amid generally depressed market prices in recent
years. FirstLight benefits from fully amortizing fixed-rate debt,
avoiding refinancing risk faced by comparable merchant hydropower
projects. Leverage is also relatively lower at 5.73x Debt to CFADS
or $194/kW.

RATING SENSITIVITIES

Negative- Failure of the sponsor to continue supporting project
cash flows sufficient to meet rating case coverage levels;

Negative- Persistent reductions in hydrology that materially reduce
overall energy production.

SUMMARY OF CREDIT

GSENA owns HGC, which serves the ISO-NE region. HGC is a portfolio
of primarily hydroelectric power plants, including the
1,146-megawatt (MW) Northfield Mountain pumped storage facility, 12
hydroelectric plants (run-of-the river and conventional) totalling
195 MW and a 22.5-MW combustion turbine.

To resolve the Negative Outlook, Fitch will seek to clarify the new
sponsor's willingness to provide sufficient financial support to
maintain a DSCR profile consistent with Fitch's rating case amid
market challenges and operational needs. Fitch will also consider
the new sponsor's strategy for managing the project's cost profile.


Financial performance in 2015 was adequate with a Fitch calculated
DSCR of 1.62x. Power prices remained low with an average of about
$41/MWh, below the $49/MWh average power price in the last five
years. In addition to low power prices, run of river facilities
achieved below budget generation due to lower hydrology amid milder
weather conditions. Despite low market prices and lower volume
output, financial performance was buoyed by the sponsor's support
of capex.

Financial performance will be under pressure in 2016 despite capex
declining by nearly 40% from 2015 to about $25 million to continue
plant upgrades, environmental compliance and relicensing
activities. The project will continue to operate under low market
power prices and low contracted capacity payments in the ISO-NE
region just as debt service payments begin increasing. Fitch
projects improved financial performance between 2017 and 2020 as
annual capex is projected to remain consistent with the lower 2016
level and forward capacity auction prices have more than doubled to
$7/kw/month to $9.55/kw/month from $3.43/kw/month. Whether capacity
prices remain high will in part depend on whether ISO-NE adds
generation in the region, gas pipeline capacity and/or new
transmission to import energy to meet regional needs.

Fitch's rating case financial analysis of stressed power prices
(averaging about $32/MWh) and reduced electric output, DSCRs
average 1.90x with a minimum of 1.36x in 2016. The minimum is
driven by lower contracted capacity price while DSCRs over 1.70x
are driven by higher contracted capacity prices through 2020. DSCRs
decline after 2020 based on uncertainty in future capacity prices.
Under a scenario where regional power capacity increases and
capacity prices decline to historic levels of around $3/kw/month,
Fitch projects a cash flow profile of below 1.0x, suggesting
sponsor support would continue to be required to maintain the
current rating.



FIRSTLIGHT HYDRO: S&P Puts 'B' ICR on CreditWatch Developing
------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B' issuer
credit rating and 'BB-' senior secured issue rating on FirstLight
Hydro Generating Co. on CreditWatch with developing implications.
The '1' recovery rating on the senior secured debt is unchanged.

"The CreditWatch placement reflects the possibility that FirstLight
could have more or less strategic importance to its new owner than
it did to its previous owner," said Standard & Poor's credit
analyst Michael Ferguson.

"Under ENGIE's stewardship, we had assessed the strategic
importance as moderately strategic, permitting one notch of uplift
under our Group Ratings Methodology criteria.  We arrived at this
assessment based on ENGIE's history of financial support for the
project, as well as other factors; we expected that financial
support, especially in stressful periods, would continue.  However,
we are not yet sure what role this will play in the new
organization, or whether the new owners would show the same level
of support," S&P noted.

The CreditWatch placement reflects questions surrounding the
importance of FirstLight to its new owners; based on discussions
with management, S&P will attempt to determine its role in its new
organization during the next two months.  If S&P deems it to have
no strategic importance to either participant in the new joint
venture, S&P could lower the rating one notch, which would
exclusively reflect FirstLight's stand-alone credit profile.
Alternatively, if S&P deems it to have greater strategic
importance, it could raise the rating.


FORESIGHT ENERGY: Deregisters Unsold Securities
-----------------------------------------------
Foresight Energy LP filed with the Securities and Exchange
Commission a post-effective amendment No. 2 to its registration
statement on Form S-3, which registered:

   (a) up to $1 billion of Partnership securities to be offered by
       the Partnership consisting of (i) common units representing
       limited partner interests in the Partnership, (ii) other
       classes of units representing limited partner interests in
       the Partnership and (iii) debt securities of the
       Partnership; and

   (b) 112,193,587 Common Units for resale by selling unitholders.

Because the Partnership no longer satisfies the eligibility
requirements of Form S-3, the Partnership has filed the
Post-Effective Amendment No. 2 on Form S-1 to terminate the
registration of any securities that remain unsold under the
Registration Statement.  A full-text copy of the Form S-3/A is
available for free at http://is.gd/VGfh2s

                      About Foresight Energy

Foresight Energy mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.  
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure.  The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities.  The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations.  Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.

Foresight Energy reported a net loss attributable to limited
partner units of $39.47 million on $984.85 million of total
revenues for the year ended Dec. 31, 2015, compared to net income
attributable to limited partner units of $70.19 million on $1.10
billion of total revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Foresight had $1.83 billion in total assets,
$1.81 billion in total liabilities and $18.88 million in total
partners' capital.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, noting that the Partnership is in default of
certain provisions of its long-term debt and capital lease
obligations, resulting in a working capital deficit as of Dec. 31,
2015.  These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.


FORESIGHT ENERGY: Forbearance Agreements Expire March 22
--------------------------------------------------------
As disclosed in a Form 8-K report filed with the Securities and
Exchange Commission, Foresight Energy LLC and Foresight Energy
Finance Corporation, wholly owned subsidiaries of Foresight Energy
LP, did not pay the approximately $23.6 million accrued and unpaid
interest that was due on Feb. 16, 2016, under the indenture
governing the Issuers' 7.875% Senior Notes due 2021 or during the
30-day grace period contemplated by the Indenture.  

The failure to pay the interest within the 30-day grace period
triggered an event of default under the Indenture.  Events of
default also exist under Foresight Energy LLC's credit agreement
governing its senior secured credit facilities, Foresight
Receivables LLC's receivables financing agreement and the credit
agreements governing certain equipment financings of certain other
subsidiaries of the Partnership as a result of the Issuers failing
to make the interest payment prior to the end of the 30-day grace
period.

The Issuers' existing forbearance agreement with certain holders of
the Notes remains in effect through March 22, 2016.  The existing
forbearance agreement with certain lenders under Foresight
Receivables LLC's receivables financing agreement remains in effect
through March 22, 2016.

                      About Foresight Energy

Foresight Energy mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.  
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure.  The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities.  The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations.  Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.

Foresight Energy reported a net loss attributable to limited
partner units of $39.47 million on $984.85 million of total
revenues for the year ended Dec. 31, 2015, compared to net income
attributable to limited partner units of $70.19 million on $1.10
billion of total revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Foresight had $1.83 billion in total assets,
$1.81 billion in total liabilities and $18.88 million in total
partners' capital.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, noting that the Partnership is in default of
certain provisions of its long-term debt and capital lease
obligations, resulting in a working capital deficit as of Dec. 31,
2015.  These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.


FORESIGHT ENERGY: Forbearance Agreements Extended Until March 22
----------------------------------------------------------------
Foresight Energy LLC and Foresight Energy Finance Corporation,
together with Foresight Energy LP and certain other subsidiaries of
Foresight Energy LP again extended the term of the existing
forbearance agreement that was entered into on Dec. 18, 2015, with
certain holders of the Issuers' 7.875% Senior Notes due 2021.  As a
result of the extension, the forbearance period runs through March
22, 2016, unless further extended by the Consenting Noteholders in
their sole discretion or unless earlier terminated in accordance
with its terms.  

On March 15, 2016, Foresight Receivables LLC, together with the
Partnership, extended the term of the forbearance agreement that
was entered into on Jan. 27, 2016, with certain lenders under
Foresight Receivables' receivables financing agreement.  As a
result of the extension, the forbearance period runs through
March 22, 2016, unless further extended by the Consenting Lenders
in their sole discretion or unless earlier terminated in accordance
with its terms.  

The extensions are intended to provide additional opportunity to
engage in discussions and negotiations with the holders of the
Notes and the Company's secured lenders.

                    About Foresight Energy

Foresight Energy mines and markets coal from reserves and
operations located exclusively in the Illinois Basin.  
As of Dec. 31, 2015, the Company has invested over $2.3 billion to
construct state-of-the-art, low-cost and highly productive mining
operations and related transportation infrastructure.  The Company
controls over 3 billion tons of proven and probable coal in the
state of Illinois, which, in addition to making the Company one of
the largest reserve holders in the United States, provides organic
growth opportunities.  The Company's reserves consist principally
of three large contiguous blocks of uniform, thick, high heat
content (high Btu) thermal coal which is ideal for highly
productive longwall operations.  Thermal coal is used by power
plants and industrial steam boilers to produce electricity or
process steam.

Foresight Energy reported a net loss attributable to limited
partner units of $39.47 million on $984.85 million of total
revenues for the year ended Dec. 31, 2015, compared to net income
attributable to limited partner units of $70.19 million on $1.10
billion of total revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Foresight had $1.83 billion in total assets,
$1.81 billion in total liabilities and $18.88 million in total
partners' capital.

Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, noting that the Partnership is in default of
certain provisions of its long-term debt and capital lease
obligations, resulting in a working capital deficit as of Dec. 31,
2015.  These conditions raise substantial doubt about the
Partnership's ability to continue as a going concern.


FORTESCUE METALS: Bank Debt Trades at 16% Off
---------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 84.36
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.65 percentage points from the
previous week.  Fortescue Metals pays 275 basis points above LIBOR
to borrow under the $4.95 billion facility. The bank loan matures
on June 13, 2019 and carries Moody's Ba1 rating and Standard &
Poor's BB+ rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended March 11.


FOUNDATION HEALTHCARE: Reports Q4 and 2015 Financial Results
------------------------------------------------------------
Foundation HealthCare, Inc., reported net income attributable to
the Company common stock of $1.64 million on $31.7 million of
revenues for the three months ended Dec. 31, 2015, compared to net
income attributable to the Company common stock of $1.15 million on
$30.7 million of revenues for the same period in 2014.

For the year ended Dec. 31, 2015, the Company reported net income
attributable to the Company common stock of $5.19 million on
$126.13 million of revenues compared to a net loss attributable to
the Company common stock of $2.09 million on $101.85 million of
revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Foundation had $119.29 million in total
assets, $119.26 million in total liabilities, $6.96 million in
preferred noncontrolling interest and a $6.93 million total
deficit.

"We are very pleased with the results of operations for 2015 and
recognize this growth is driven by our unwavering commitment to
patient care.  We view this commitment as a key differentiator in
our business model," said Stanton Nelson, CEO of Foundation
HealthCare.  "I am pleased to announce that our El Paso hospital
was just awarded the Foundation Center of Excellence Award for
Nursing Services.  In 2015, our San Antonio hospital was awarded
the Center of Excellence for Orthopedics as well as the Blue Cross
Distinction award for Bariatric Surgery.  Our physician partners
and our clinical teams continue to deliver an unparalleled level of
quality which is why our patient satisfaction scores continue to be
among the highest in the country."

"Foundation HealthCare reported impressive growth during the 2015.
Total revenues grew 22 percent compared to 2014 and patient service
revenues grew 26 percent compared to last year," said Nelson.
"This continued revenue growth validates our business strategy of
recruiting top tier physicians, providing our patients with an
unparalleled health experience and expanding ancillary services."

"During the third quarter of 2015, we reached capacity in our San
Antonio hospital and announced the construction of another
operating room and the addition to two patient rooms for
post-surgical care.  This expansion, which will be completed this
month, will increase our surgical capacity by 25 percent in San
Antonio.  Unfortunately, the construction during November and
December did have an inhibiting effect on fourth quarter volumes
and revenues," said Nelson.  "In addition, our surgical volume in
El Paso was modestly lower than expected during 4Q."

"We announced the acquisition of University General Hospital in
Houston effective December 31, 2015," said Nelson.  "We have
subsequently rebranded the facility "Foundation Surgical Hospital
of Houston."  This facility is located in a great market and is an
excellent addition to the Foundation family of surgically focused
hospitals.  In 2016, we expect strong growth due to continued solid
performance in El Paso, the expansion in San Antonio and the
addition of Foundation Surgical Hospital of Houston.  We believe we
have built an infrastructure that can support additional hospitals
and we are actively seeking to add majority-owned surgical
hospitals to our business."

At Dec. 31, 2015, cash and cash equivalents totaled $5.1 million,
compared to $2.9 million at Dec. 31, 2014.  

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

                       http://is.gd/BAi2T6

                  About Foundation Healthcare

Oklahoma-based Foundation Healthcare is a healthcare services
company primarily focused on owning controlling interests in
surgical hospitals and the inclusion of ancillary service lines.
The Company currently owns controlling and noncontrolling
interests in surgical hospitals located in Texas.  The Company
also owns noncontrolling interests in ambulatory surgery centers
("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey,
Maryland and Ohio.

Additionally, the Company provides sleep testing management
services to various rural hospitals in Iowa, Minnesota, Missouri,
Nebraska and South Dakota under management contracts with the
hospitals.  The Company provides management services to a majority
of its Affiliates under the terms of various management
agreements.  Prior to Dec. 2, 2013, the Company's name was
Graymark Healthcare, Inc.

Hein & Associates LLP, in Denver, Colorado, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company had insufficient working capital as of Dec. 31, 2014, to
fund anticipated working capital needs over the next twelve
months.


FREEDOM COMMS: DFM Not Entitled to Bid Protections, Tribune Says
----------------------------------------------------------------
One day before being declared the winner at the auction for Freedom
Communications' assets, Tribune Publishing Company filed papers
asking the bankruptcy court to remove bid protections purportedly
afforded to Digital First Media, Inc., which was selected stalking
horse bidder.  Tribune says DFM's status as "stalking horse" bidder
should be rejected, so that DFM's bid is on the same footing as the
other bids for the Debtors' assets.  Tribune also asks the Court to
clarify that approval of the sale will be considered as if no
stalking horse bidder was designated.

Tribune's request will be taken up at a hearing March 21 at 9:00
a.m. before Judge Mark S Wallace.

As widely reported, Tribune was ultimately declared the winning
bidder at the March 16 bankruptcy auction.  The Court is scheduled
to approve the sale during Monday's hearing.

The deal, however, is being challenged by the U.S. government,
which has filed a lawsuit on March 17 in U.S. District Court in Los
Angeles, Calif.  The goverment seeks to block Tribune from closing
its acquisition of Freedom's assets, saying the sale poses
antitrust issues.

Tribune owns the Los Angeles Times and the San Diego Union-Tribune.
If the sale pushes through, Tribune will acquire from Freedom the
Orange County Register and the Riverside Press-Enterprise and other
assets for $56 million.

The Troubled Company Reporter previously reported that Freedom
selected a $45.5 million offer from DFM as stalking horse bidder.
Under that stalking horse agreement, Freedom promised to pay
Digital First a breakup fee of 2.5% of the cash consideration and
an expense reimbursement of up to $200,000 fee if the Debtor
decides to close a deal with another buyer.

In its motion filed on Tuesday, Tribune pointed out that if DFM
succeeds in obtaining stalking horse status and the attendant bid
protections, it will receive a break-up fee of approximately
$1,140,000, plus expense reimbursement of up to $200,000.  Stated
another way, DFM will receive over $1.3 million of estate assets in
exchange for submitting a bid after the deadline to do so had
already passed, and after other bids -- including Tribune
Publishing's -- had already been received by the Debtors.  In
addition, the initial minimum overbid requirement at the auction
would increase from $100,000 to $250,000 as a result of designating
the DFM bid as a stalking horse bid.  In short, imposing the bid
protections prejudices other bidders by requiring them to overbid
by almost $1.6 million, rather than by $100,000 in the non-stalking
horse scenario that prevailed at the bidding deadline, Tribune
said.

Tribune reminded the Court that since the first days of these
chapter 11 cases, it has been open to all parties about its
interest in acquiring the Debtors' operating business. In
furtherance of that interest, Tribune Publishing has negotiated
with representatives of the Debtors since the outset of these cases
concerning the terms for an acquisition of the Debtors' operations,
attempted to conduct diligence, and participated in discussions
with potential bidders for the Debtors' real estate on terms that
would not compromise the operations of the businesses now conducted
by the Debtors if acquired by Tribune Publishing.

Tribune recounted that the Court entered its order approving
bidding procedures on February 5, 2016.  In accordance with the
Bidding Procedures, stalking horse bids for the Debtors' assets
were to be selected no later than February 12, 2016.  Stalking
horse bidders are entitled to a number of bid protections approved
by this Court, including a break-up fee equal to 2.5% of the cash
purchase price of the Debtors' assets, a $200,000 expense
reimbursement, and a minimum overbid amount.  No stalking horse bid
was selected by the February 12 deadline, nor at any time after the
deadline to submit competing bids passed on March 11.  Tribune
Publishing accordingly submitted a bid for the Debtors' business
operations and real estate on March 11, 2016, which was the
Court-established deadline to submit such a bid in advance of the
auction scheduled for Wednesday, March 16.

According to Tribune, during the afternoon on Sunday, March 13, an
article in one of the Debtors' competitors' newspapers announced
that that competitor, DFM, had been selected as a purported
stalking horse bidder for the Debtors' business operations and real
estate.  (Digital First Media Bids $45.5M for Orange County
Register, Riverside Press-Enterprise (Inland Valley Daily Bulletin,
Mar. 13, 2016)).

Only after that article appeared online was Tribune (and,
presumably, other parties that submitted bids by the bidding
deadline) notified of the selection.  No explanation was offered
for why it was appropriate for a stalking horse bidder to be named
after the deadline for all competing bids had passed, nor why the
process focused on one bidder alone after that deadline rather than
on an auction in which all bidders could participate on an equal
and open footing, Tribune said.

Digital First's largest shareholder is private equity firm Alden
Global Capital LLC.

Attorneys for Tribune Publishing Company:

     Jeremy E. Rosenthal, Esq.
     Helena G. Tseregounis, Esq.
     SIDLEY AUSTIN LLP
     555 West Fifth Street, Suite 4000
     Los Angeles, California 90013
     Telephone: (213) 896-6000
     Facsimile: (213) 896-6600
     E-mail: jrosenthal@sidley.com
             htseregounis@sidley.com

          - and -

     Kenneth P. Kansa, Esq.
     SIDLEY AUSTIN LLP
     One South Dearborn Street
     Chicago, Illinois 60603
     Telephone: (312) 853-7000
     Facsimile: (312) 853-7036
     E-mail: kkansa@sidley.com

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--  
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.

                   About Freedom Communications

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

Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy
petitions (Bankr. C.D. Cal. Lead Case No. 15-15311) on Nov. 1,
2015, with the intention of selling their assets to a group of
local investors led by Rich Mirman,Freedom's chief executive
officer and publisher.

Richard E. Mirman, the chief executive officer, signed the
petitions.

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

Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel.


FREEPORT-MCMORAN INC: Moody's Cuts Sr. Unsecured Ratings to 'B1'
----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured ratings
of Freeport-McMoRan Inc (FCX), and Freeport-McMoRan Oil & Gas LLC
(FMOG) to B1 from Baa3. The rated debt instruments at FCX and FMOG
are cross guaranteed by the respective holding companies. The
ratings for Freeport Minerals Corporation were downgraded to Ba2
from Baa2. The rated debt instruments at Freeport Minerals
Corporation (formerly Phelps Dodge) have a downstream guarantee
from FCX. At the same time, Moody's assigned a B1 Corporate Family
Rating (CFR), a B1-PD Probability of Default rating and an SGL-2
Speculative Grade Liquidity rating to FCX. The outlook is
negative.

The downgrade reflects the deterioration in FCX's debt protection
metrics and increase in leverage as a result of the more
precipitous drop in copper prices in 2015, particularly in the last
six months of the year as well as the collapse in oil prices, with
prices continuing to be pressured downward in 2016. Based upon the
company's year-end reporting, we estimate that leverage, as
measured by the debt/EBITDA ratio, is around 6x incorporating
Moody's standard adjustments.

Moody's believes that the current environment is not a normal
cyclical downturn but a fundamental shift in the operating
environment for these commodities. As a consequence, a wholesale
recalibration of ratings in the mining industry is deemed
necessary. With the downturn expected to be deeper and longer, any
material improvement in metrics will be protracted, absent the
company's ability to execute on its objective of reducing debt
through asset sales and joint venture transactions. While Moody's
recognize that FCX has undertaken a number of steps throughout 2015
to respond to deteriorating market conditions, the ongoing ability
to further adjust to a lower price environment is expected to be
more challenging and the timing and execution of asset sales is
uncertain.

Assignment:

  -- Issuer: Freeport-McMoRan Inc.

  --  Probability of Default Rating, Assigned to B1-PD

  --  Speculative Grade Liquidity Rating, Assigned to SGL-2

  --  Corporate Family Rating, Assigned to B1

Downgrades:

  -- Issuer: Freeport Minerals Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ba2
     (LGD2) from Baa2

Outlook Actions:

  -- Issuer: Freeport Minerals Corporation

  -- Outlook, Changed To Negative From Rating Under Review

  -- Issuer: Freeport-McMoRan Inc.

  -- Backed Senior Unsecured Regular Bond/Debenture, Downgraded to

     B1 (LGD4) from Baa3

Outlook Actions:

  -- Issuer: Freeport-McMoRan Inc.

  -- Outlook, Changed To Negative From Rating Under Review

  -- Issuer: Freeport-McMoRan Oil & Gas LLC

  -- Backed Senior Unsecured Regular Bond/Debenture, Downgraded to

     B1 (LGD4) from Baa3

Outlook Actions:

  -- Issuer: Freeport-McMoRan Oil & Gas LLC

  -- Outlook, Changed To Negative From Rating Under Review

RATINGS RATIONALE

The B1 CFR reflects FCX's leading position in the global copper
market as a low cost producer, its cost competitive oil & gas
operations and its diversified geographic footprint. The company
was proactive throughout 2015 in responding to market conditions,
taking actions that eliminated the dividend, doing an at the market
raising of $2 billion in equity, re-evaluating its mining plans and
taking out higher cost capacity, and exploring options with respect
to its oil & gas operations. In addition, capital expenditures were
high in 2015 ($6.3 billion) but will decline going forward as the
company completed its strategic expansion at Cerro Verde (Peru)
which provides greater production at better grades and recovery
rates, and the continued underground development work at Grasberg
and oil and gas investments are reduced. Based upon actions taken
to date, FCX indicates that its copper production is cash flow
positive and on its current sales volumes, cost estimate and prices
indicated, the mining operations can generate approximately $3.9
billion in operating cash flow against a forecast $1.9 billion in
expected capital expenditures in 2016. Based upon our revised oil
price expectations, we expect the oil & gas segment to be a
negative drag on cash generated by the mining operations. However,
applying price estimates provided by the company in its fourth
quarter earnings press release ($2/lb copper and $34/barrel Brent),
FCX indicates it expects 2016 to be a breakeven cash flow year and
2017 to be approximately $1.2 billion free cash flow generative.

Given current market prices and the volatility in prices, these are
not unreasonable forecasts, but would indicate that improvement in
debt protection metrics and ability to reduce debt and hence
leverage ratios will be protracted. In addition, price risk remains
to the downside given global economic uncertainties and slowing
growth in China.

The negative outlook reflects the uncertainty with respect to FCX's
ability to execute on asset sales within a reasonable time frame in
order to substantively reduce debt and strengthen its balance
sheet. The outlook also captures the potential for further price
compression in copper, gold and oil and gas.

The SGL-2 Speculative Grade Liquidity rating reflects FCX's good
liquidity profile as demonstrated by its $224 million cash position
at December 31, 2015 and its $4 billion revolving credit facility,
expiring May 2019, which was unused at December 31, 2015. Based
upon an expected neutral to minimal negative free cash generation
in 2016, FCX's liquidity is expected to cover its $640 million in
current portion of debt over the next 12 months. FCX recently
amended its revolving credit facility to relax its covenants and we
expect the company to be able to comply with these covenants over
the next 12 to 18 months.

Under Moody's Loss Given Default Methodology, the rating on the FCX
and FMOG notes at the same level as the CFR reflects the absence of
secured debt in the capital structure and the parity of
instruments. The Ba2 debt rating of Freeport Minerals reflect the
fact that this debt is at the operating company level and benefits
from a downstream guarantee from FCX.

The rating could be downgraded should leverage, as measured by the
debt/EBITDA ratio remain above 4x. Additionally, should copper
prices be sustained below $2/lb and Brent Crude and WTI crude be
sustained below $33/barrel respectively, the rating could be
lowered. The rating could also be downgraded should the liquidity
profile meaningfully contract.

Should FCX be able to sustain a debt/EBITDA ratio of no more than
3.75x, ratings could be upgraded.

Headquartered in Phoenix, Arizona, Freeport is involved in copper,
molybdenum and gold mining and also has key interests in oil and
gas drilling and exploration. Revenues for the twelve months ended
December 31, 2015 were $15.9 billion.


GAMESTOP CORP: Moody's Assigns Ba1 Rating to Sr. Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service, assigned a Ba1 rating to GameStop
Corporation's proposed $400 million senior unsecured notes. There
is no impact on the Ba1 Corporate Family Rating, SGL-1 Speculative
Grade Liquidity rating, or the stable outlook.

"We believe the bulk of the proposed debt issuance will fund
tactical acquisitions, with GameStop indicating it was in the
process of acquiring two AT&T resellers with a combined total of
between 450-500 locations," stated Moody's Vice President Charlie
O'Shea. "These potential acquisitions are in line with our view
that GameStop is prudently diversifying its business," continued
O'Shea. "We believe pro forma metrics will initially weaken due to
this, however will remain well within our band of tolerance for the
rating."

RATINGS RATIONALE

GameStop's Ba1 Corporate Family Rating continues to be supported by
its strong credit metrics, leading market position, and unique
business model. The rating also reflects the company's moderate
scale, international footprint, and very good liquidity. The rating
is constrained over the medium to long term due to its
vulnerability to product renewal cycles and new technology trends.
In addition, the rating is also constrained by the risk of
over-expansion in the highly fragmented mobile and consumer
electronics market.

The stable outlook considers the company's largely-predictable
historical operating performance, and also encompasses our view
that while GameStop is branching out into newer concepts and
products, its credit metrics can absorb a reasonable amount of
potential stress.

Ratings could be upgraded if GameStop maintains a conservative
financial policy as it relates to shareholder returns,
acquisitions, and other forms of expansion being prudently priced
and seamlessly integrated. Additionally, the company must
demonstrate the ability to further diversify its business model, in
order to offset the cyclicality of its core legacy video-game
segment. Quantitatively, an upgrade could occur if debt/EBITDA were
maintained below 3 times, with EBITA/interest comfortably over 5
times and RCF/net debt approached 30%.

Ratings could be downgraded if any factors caused debt/EBITDA to
rise above 3.5 times, EBITA/interest to fall below 4 times, or
RCF/net debt to fall below 20%.

GameStop Corp., headquartered in Grapevine, Texas, is the world's
largest dedicated retailer of video game products and PC
entertainment software. In addition, the company is an Apple
products reseller and authorized AT&T vendor. GameStop operates
approximately 7,100 stores in 13 countries with revenues of around
$9.3 billion.


GENERAL STEEL: Unit Closes $1MM Purchase Deal with Victory Energy
-----------------------------------------------------------------
In the Current Report on Form 8-K filed on Jan. 5, 2016, with the
Securities and Exchange Commission, General Steel Holdings, Inc.
disclosed that its Board of Directors has approved the entry by its
100% owned subsidiary, General Steel Investment Co., Ltd., into a
Sales and Purchase Agreement with Victory Energy Resource Limited,
a Hong Kong registered company indirectly owned by the Company's
Chairman, Henry Yu, pursuant to which BVI sold its 100% equity
ownership in General Steel (China) Co., Ltd. to Victory Energy for
$1 million.  At the time the Initial Form 8-K was filed, the
purchase price had not yet been paid and the share transfer had not
been registered with the State Administration for Industry and
Commerce.

As of March 15, 2016, the purchase price has been paid in full and
the share transfer has been approved and registered with the SAIC.
As a result, the transaction has now been completed.

                   About General Steel Holdings

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

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

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

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


GOLD RIVER VALLEY: Seeks Approval of Lone Oak Deal, Final Decree
----------------------------------------------------------------
Gold River Valley, LLC, at a hearing on March 30, 2016, will ask
Judge Thomas B. Donovan to:

  (1) approve a compromise of controversy with Lone Oak Fund, LLC;

  (2) find that conditions to final plan confirmation have been met
and confirm the Debtor's Chapter 11 plan on a final basis;

  (3) approve the termination of the receivership estate;

  (4) approve all outstanding administrative fees and expenses,
including professional fees; and

  (5) enter a final decree to close the case.

The Debtor's primary asset was a condominium project located in
Pasadena, California at 650-652 S. Lake Avenue, Pasadena,
Califor5nia 91106.  The Debtor in 2011 executed a senior deed of
trust in favor of Lone Oak Fund, to secure a $3,750,000 debt.

On Aug. 5, 2015, the Debtor filed its motion to confirm the
Debtor's plan, pursuant to which the Debtor sought to sell the
Property.  Over Lone Oak's objections and rejection of the Plan,
the Bankruptcy Court conditionally approved the Debtor's Plan, in
whole or large part to ensure that the sale of the Property was
preserved, and issued a conditional confirmation order.  On Sept.
28, 2015, Lone Oak filed a notice of appeal before the United
States Bankruptcy Appellate Panel for the Ninth Circuit Court of
Appeal (Case No. CC 15-1327).

The sale of the Property closed on Dec. 2, 2015, and Lone Oak
received payment in accordance with Conditional Confirmation Order
of all outstanding contract rate interest, costs and expenses,
including attorneys' fees, but not any of the then outstanding
default interest owed under Loan through the closing date.  In
addition, upon closing of the sale, escrow paid to the Tsangs, as
junior secured creditors, the entirety of their claims in this
case.

On Sept. 25, 2015, the Debtor filed a Motion For Clarification Of
Order Conditionally Confirming Chapter 11 Plan Entered Sept.16,
2015 (the "Clarification Motion") in which the Debtor asserted that
Lone Oak was not entitled to apply $592,320 in prepetition payments
to default interest, thereby increasing the non-default payoff
demand by the same amount (the "Disputed Payment").  Lone Oak
disputed the assertions made in the Clarification Motion and, on
Nov. 13, 2015, the Bankruptcy Court entered an Order denying the
Clarification Motion.

The Debtor continued to dispute the validity of the Disputed
Payment and postpetition default interest which had accrued at the
claimed Lone Oak was not entitled to.

                        Lone Oak Settlement

Rather than expend additional fees on the Appeal and litigation,
the Parties agreed to mediate their dispute before David W.
Meadows, Esq.  At the mediation, the Parties agreed upon a final
and complete settlement of all of their assertions, disputes and
claims and entered into a "Settlement Agreement and Mutual
Releases".

The Agreement provides, in relevant part, that Lone Oak will retain
the Disputed Payment and will not receive any further payments from
the estate, with the parties executing mutual and general
releases.

Pursuant to the submission of a stipulated order between the Debtor
and Lone Oak, on Jan. 29, 2016, the Court entered its order
authorizing the Debtor to provide final distributions to all other
general unsecured creditors.  Based on the foregoing, all claims of
the estate, other than outstanding administrative fees of counsel
(LNBYB) and U.S. Trustee have been paid in full.

The Agreement also concludes and closes the receivership estate to
avoid incurring additional fees and costs.

The Debtor submits that the settlement with Lone Oak, as set forth
in the Agreement, is fair and equitable.  Specifically, there will
be no further payments from the estate and the parties have agreed
to exchange mutual and general releases.  As a result of the
foregoing, funds remain for equity after payment of all claims in
full, which will be available to the Debtor's equity holder.  The
Debtor believes that this is a huge success for this estate, as
compared to likely continuing litigation between the parties which
would surely take a long time and expend substantial resources by
all parties.

                      LNBYB's Fees and Costs

Pursuant to an order entered on March 10, 2015, the Court approved
the employment of Levene, Neale, Bender, Yoo & Brill L.L.P.
("LNBYB") as general bankruptcy counsel to the Debtor, effective as
of the Petition Date.

LNBYB received a retainer in the amount of $50,000 which, after
deducting fees and costs for the prepetition period ($4,429.50),
resulted in an available balance of $45,571.  Pursuant to LNBYB's
employment application and the order approving the application,
LNBYB was authorized to draw down against the Retainer Balance on a
postpetition basis for all fees and expenses incurred during the
Debtor's case.  Apart from drawing down on the Retainer Balance,
LNBYB has not been paid any postpetition amounts from the Debtor.

During the pendency of this case through March 3, 2016, LNBYB
incurred fees in the amount of $267,082 and expenses in the amount
of $12,368 for total fees and expenses in the amount of $279,450.
After application of the Retainer Balance to the total fees and
expenses, LNBYB is owed $233,879 for outstanding fees and expenses
incurred during the Covered Period. LNBYB anticipates that it will
incur an additional approximately $5,000 between March 3, 2016 and
the hearing on the Motion, thereby increasing the amount owed to
$238,879.  Accordingly, LNBYB is seeking the Court's approval of
all fees and expenses on a final basis, with payment of $238,879.

During the Covered Period, LNBYB billed a total of 672.2 hours for
services rendered on behalf of the Debtor, which translates to an
average hourly lawyer billing rate of $397.44

                            Final Decree

Subject to approval of the Agreement by the Court, including
ordering confirmation of the Plan on a final basis, and LNBYB's
fees and expenses, no proceedings, motions or other matters remain
outstanding.

The secured claim of Lone Oak, excluding matters in dispute
relating to events of default, has been paid from escrow.

The secured claim of the Tsangs has been paid in full from escrow.

Pursuant to order of the Court entered on Jan. 29, 2016, the Debtor
was authorized to disburse payments in full to all unsecured
creditors and outstanding quarterly fees to the Office of the U.S.
Trustee, which have been disbursed.

Based on all of the foregoing, all matters related to Plan
confirmation and the administration of this estate have been
successfully resolved to completion and no outstanding matters or
proceedings remain.  Entry of the final decree and closing this
bankruptcy case is therefore proper, the Debtor tells the Court.

                     About Gold River Valley

Gold River Valley, LLC, sought Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 15-10691) in Los Angeles, on Jan. 16,
2015.  

David B. Golubchik, Esq., and Jeffrey S. Kwong, Esq., at Levene,
Neale, Bender, Yoo & Brill L.L.P., represents the Debtor as
counsel.

The Debtor disclosed $12,000,000 in assets and $8,720,911 in
liabilities as of the Chapter 11 filing.

                           *     *     *

Judge Thomas B. Donovan of the U.S. Bankruptcy Court for the
District of California on Sept. 16, 2015, entered an order
conditionally confirming the Chapter 11 Plan of Gold River Valley.

The order authorized and approved the sale of the Debtor's
property to Ding Gang, the buyer, for $10.8 million.  A copy of
the order is available for free at http://is.gd/2JWI1V


GOODRICH PETROLEUM: Annual Report Delayed, "Large Loss" Expected
----------------------------------------------------------------
Goodrich Petroleum Corporation advised the Securities and Exchange
Commission last week that its Annual Report on Form 10-K for the
year ended December 31, 2015, could not have been filed with the
Commission within the prescribed time period without unreasonable
effort or expense because the Company needed additional time to
complete its financial statements and related disclosures.

Robert T. Barker, its Interim Chief Financial Officer, said March
16 that the Company will report a large loss on its consolidated
financial statements mainly as a result of substantial impaired
asset write downs. The Company's auditors' opinion to be issued in
connection with the consolidated financial statements is expected
to include an explanatory paragraph regarding substantial doubt
about the Company's ability to continue as a going concern.

"We are evaluating these matters in relationship to our on-going
and previously disclosed recapitalization plan," Mr. Barker said.

"The Company is working diligently to address the issues and
anticipates that the 2015 Form 10-K will be filed on or before the
fifteenth calendar day following its prescribed due date."

                     About Goodrich Petroleum

Goodrich Petroleum Corporation (OTC Markets: GDPM) is an
independent oil and gas exploration and production company.

As of Sept. 30, 2015, Goodrich had total assets of $584,968,000
against total liabilities of $601,595,000 and stockholders'
deficit
of $16,627,000.

                   *     *     *

The TCR, on Feb. 23, 2016, reported that Standard & Poor's Ratings
Services said it lowered its issue-level rating on Goodrich
Petroleum's 3.25% senior unsecured convertible notes due 2026 and
5% senior unsecured convertible notes due 2029 to 'CC' from 'CCC'
following the company's offer to exchange the unsecured notes to
common stock at a ratio of 800.635 shares of common stock per
$1,000 principal amount of notes. Additionally, S&P has lowered the
company's 8% second-lien senior secured notes due 2018 to 'CC' from
'CCC+' based on the company's announcement that it will offer to
exchange the notes for new senior secured notes with materially
identical terms except that interest thereon may be paid at the
company's option either in cash or in-kind or deferred until
maturity.

The Company has noted that if the Exchange Offers are unsuccessful,
it will likely to seek relief under the U.S. Bankruptcy Code.

It also has elected to exercise its right to a grace period with
respect to certain interest payments due March 15, 2016 and April
1, 2016.  The Company is exercising the grace period on its:

     $5.2 million interest payment due on its 8.875% Senior
                  Notes due 2019,
     $4.0 million interest payment due on its 8.00% Second
                  Lien Senior Secured Notes due 2018 and
     $3.0 million interest payment due on its 8.875% Second
                  Lien Senior Secured Notes due 2018.

These interest payments are due March 15, 2016.

The Company has also elected to exercise its right to a grace
period with respect to:

     $0.2 million interest payment due on its 5.00% Convertible
                  Senior Notes due 2029,
     $2.4 million interest payment due on its 5.00% Convertible
                  Senior Notes due 2032 and a
     $0.2 million interest payment due on its 5.00% Convertible
                  Exchange Senior Notes due 2032.

These interest payments are due on April 1, 2016.

The grace periods permit the Company 30 days to make the interest
payments before an event of default occurs under the respective
indentures governing the notes.

The Company has engaged Lazard, as restructuring advisor, and
Vinson & Elkins L.L.P., as restructuring counsel, and is working
on
a plan of reorganization that the Company expects to implement if
the Exchange Offers are unsuccessful.


GOODRICH PETROLEUM: Extends Exchange Offer Until March 31
---------------------------------------------------------
Goodrich Petroleum Corporation on March 17, 2016, filed an
amendment to extend the expiration date of its previously commenced
offers to exchange any and all of the shares of the Company's
outstanding 5.375% Series B Cumulative Convertible Preferred Stock,
any and all of the depositary shares representing the Company's
outstanding 10.00% Series C Cumulative Preferred Stock, any and all
of the depositary shares representing the Company's outstanding
9.75% Series D Cumulative Preferred Stock and any and all of the
depositary shares representing the Company's outstanding 10.00%
Series E Cumulative Convertible Preferred Stock for newly issued
shares of the Company's common stock, par value $0.20 per share.

In addition, on March 17, 2016, the Company filed an amendment to
extend the expiration date of its previously commenced offers to
exchange any and all of the Company's outstanding 8.875% Senior
Notes due 2019, 3.25% Convertible Senior Notes due 2026, 5.00%
Convertible Senior Notes due 2029, 5.00% Convertible Senior Notes
due 2032 and 5.00% Convertible Exchange Senior Notes due 2032 for
newly issued shares of Common Stock.

The Exchange Offers will now expire at 5:00 p.m., New York City
time, on March 31, 2016, unless the Company extends the Exchange
Offers or terminates them earlier.

   (A) Holders of 59% of Unsecured Notes Participate

American Stock and Transfer & Trust Company, LLC, as Exchange
Agent, has advised the Company that as of 5:00 p.m., New York City
time, on March 16, approximately 59% of the Existing Unsecured
Notes eligible for exchange have been tendered, including all
convertible notes converted to Common Stock since December 31,
2015, broken out as follows:

     * $77,843,000 of the 8.875% Senior Notes due 2019 have been
       validly tendered and not properly withdrawn pursuant to
       the tender offer, representing approximately 67% of the
       2019 Notes offered for exchange;

     * $103,000 of the 3.25% Convertible Senior Notes due 2026
       have been validly tendered and not properly withdrawn
       pursuant to the tender offer, representing approximately
       24% of the 2026 Notes offered for exchange;

     * $2,688,000 of the 5.00% Convertible Senior Notes due 2029
       have been validly tendered and not properly withdrawn
       pursuant to the tender offer, representing approximately
       40% of the 2029 Notes offered for exchange;

     * $37,788,000 of the 5.00% Convertible Senior Notes due 2032
       have been validly tendered and not properly withdrawn
       pursuant to the tender offer, representing approximately
       40% of the 2032 Notes offered for exchange; and

     * $25,106,000 of the 5.00% Convertible Exchange Senior Notes
       due 2032 have been validly tendered and not properly
       withdrawn pursuant to the tender offer, representing
       approximately 98% of the 2032 Exchange Notes offered for
       exchange.

   (B) Holders of 40% of Preferred Stock Participate

The Exchange Agent has advised the Company that as of 5:00 p.m.,
New York City time, on March 16, 2016, approximately 40% of shares
of Existing Preferred Stock eligible for exchange have been
tendered, including all convertible preferred stock converted to
Common Stock since December 31, 2015, broken out as follows:

     * 278,091 shares of 5.375% Series B Cumulative Convertible
       Preferred Stock have been validly tendered and not
       properly withdrawn pursuant to the tender offer,
       representing approximately 19% of the Series B Preferred
       Stock offered for exchange;

     * 962,564 depositary shares each representing 1/1000th of a
       share of the Company's 10.00% Series C Cumulative
       Preferred Stock have been validly tendered and not
       properly withdrawn pursuant to the tender offer,
       representing approximately 33% of the Series C Preferred
       Stock offered for exchange;

     * 1,036,363 depositary shares each representing 1/1000th of
       a share of the Company's 9.75% Series D Cumulative
       Preferred Stock have been validly tendered and not
       properly withdrawn pursuant to the tender offer,
       representing approximately 31% of the Series D Preferred
       Stock offered for exchange; and

     * 1,741,193 depositary shares each representing 1/1000th of
       a share of the Company's 10.00% Series E Cumulative
       Convertible Preferred Stock have been validly tendered and
       not properly withdrawn pursuant to the tender offer,
       representing approximately 66% of the Series E Preferred
       Stock offered for exchange.

Holders who have already tendered their Existing Unsecured Notes or
Existing Preferred Stock do not have to re-tender their notes or
shares or take any other action as a result of the extension of the
tender offers.

Copies of the Offers to Exchange and Letters of Transmittal may be
found on the Company's website at www.goodrichpetroleum.com and may
be obtained from the Exchange Agent or the Information Agent for
the Exchange Offers as follows:

     * Georgeson, Inc., at 888-607-6511 (toll free) or
www.georgeson.com

     * American Stock Transfer & Trust Company, LLC, at (877)
248-6417 (toll free) or (718) 921-8317 or
www.americanstocktransfer.com

                     About Goodrich Petroleum

Goodrich Petroleum Corporation (OTC Markets: GDPM) is an
independent oil and gas exploration and production company.

As of Sept. 30, 2015, Goodrich had total assets of $584,968,000
against total liabilities of $601,595,000 and stockholders' deficit
of $16,627,000.

                   *     *     *

The TCR, on Feb. 23, 2016, reported that Standard & Poor's Ratings
Services said it lowered its issue-level rating on Goodrich
Petroleum's 3.25% senior unsecured convertible notes due 2026 and
5% senior unsecured convertible notes due 2029 to 'CC' from 'CCC'
following the company's offer to exchange the unsecured notes to
common stock at a ratio of 800.635 shares of common stock per
$1,000 principal amount of notes. Additionally, S&P has lowered the
company's 8% second-lien senior secured notes due 2018 to 'CC' from
'CCC+' based on the company's announcement that it will offer to
exchange the notes for new senior secured notes with materially
identical terms except that interest thereon may be paid at the
company's option either in cash or in-kind or deferred until
maturity.

The Company has noted that if the Exchange Offers are unsuccessful,
it will likely to seek relief under the U.S. Bankruptcy Code.

It also has elected to exercise its right to a grace period with
respect to certain interest payments due March 15, 2016 and April
1, 2016.  The Company is exercising the grace period on its:

     $5.2 million interest payment due on its 8.875% Senior
                  Notes due 2019,
     $4.0 million interest payment due on its 8.00% Second
                  Lien Senior Secured Notes due 2018 and
     $3.0 million interest payment due on its 8.875% Second
                  Lien Senior Secured Notes due 2018.

These interest payments are due March 15, 2016.

The Company has also elected to exercise its right to a grace
period with respect to:

     $0.2 million interest payment due on its 5.00% Convertible
                  Senior Notes due 2029,
     $2.4 million interest payment due on its 5.00% Convertible
                  Senior Notes due 2032 and a
     $0.2 million interest payment due on its 5.00% Convertible
                  Exchange Senior Notes due 2032.

These interest payments are due on April 1, 2016.

The Aggregate Principal Amount Outstanding under the Notes are:

     Existing Unsecured Notes                  Outstanding
     ------------------------                  -----------
8.875% Senior Notes due 2019                  $116,775,000
3.25% Convertible Senior Notes due 2026           $429,000
5.00% Convertible Senior Notes due 2029         $6,692,000
5.00% Convertible Senior Notes due 2032        $94,160,000

The grace periods permit the Company 30 days to make the interest
payments before an event of default occurs under the respective
indentures governing the notes.

The Company has engaged Lazard, as restructuring advisor, and
Vinson & Elkins L.L.P., as restructuring counsel, and is working on
a plan of reorganization that the Company expects to implement if
the Exchange Offers are unsuccessful.


GOODRICH PETROLEUM: Extends Expiration Date of Exchange Offer
-------------------------------------------------------------
Goodrich Petroleum Corporation on March 16 announced results to
date and that it is extending the expiration date of its previously
announced offers to exchange newly issued shares of common stock,
par value $0.20 per share (the "Common Stock"), for any and all of
its Existing Unsecured Notes (as defined below) (the "Unsecured
Notes Exchange Offers") and for any and all shares of its Existing
Preferred Stock (as defined below) (the "Preferred Exchange
Offers," and together with the Unsecured Notes Exchange Offers, the
"Exchange Offers").  The Company has amended the expiration of the
tender offers until 5:00 p.m., New York City time, on March 31,
2016 to coincide with the Special Shareholders Meeting scheduled
for the same day.  All of the other terms and conditions of the
Exchange Offers remain unchanged.  The Company expects this to be
the final extension.

Unsecured Notes Exchange Offer Results to Date

American Stock and Transfer & Trust Company, LLC (the "Exchange
Agent"), has advised the Company that as of 5:00 p.m., New York
City time, on March 16, 2016, approximately 59% of the Existing
Unsecured Notes eligible for exchange have been tendered, including
all convertible notes converted to Common Stock since December 31,
2015, broken out as follows:

   -- $77,843,000 of the 8.875% Senior Notes due 2019 (the "2019
Notes") have been validly tendered and not properly withdrawn
pursuant to the tender offer, representing approximately 67% of the
2019 Notes offered for exchange;

   -- $103,000 of the 3.25% Convertible Senior Notes due 2026 (the
"2026 Notes") have been validly tendered and not properly withdrawn
pursuant to the tender offer, representing approximately 24% of the
2026 Notes offered for exchange;

   -- $2,688,000 of the 5.00% Convertible Senior Notes due 2029
(the "2029 Notes") have been validly tendered and not properly
withdrawn pursuant to the tender offer, representing approximately
40% of the 2029 Notes offered for exchange;

   -- $37,788,000 of the 5.00% Convertible Senior Notes due 2032
(the "2032 Notes") have been validly tendered and not properly
withdrawn pursuant to the tender offer, representing approximately
40% of the 2032 Notes offered for exchange; and

   -- $25,106,000 of the 5.00% Convertible Exchange Senior Notes
due 2032 (the "2032 Exchange Notes" and, together with the 2019
Notes, the 2026 Notes, the 2029 Notes and the 2032 Notes, the
"Existing Unsecured Notes") have been validly tendered and not
properly withdrawn pursuant to the tender offer, representing
approximately 98% of the 2032 Exchange Notes offered for exchange.
Preferred Exchange Offer Results to Date

The Exchange Agent, has advised the Company that as of 5:00 p.m.,
New York City time, on March 16, 2016, approximately 40% of shares
of Existing Preferred Stock eligible for exchange have been
tendered, including all convertible preferred stock converted to
Common Stock since December 31, 2015, broken out as follows:

   -- 278,091 shares of 5.375% Series B Cumulative Convertible
Preferred Stock (the "Series B Preferred Stock") have been validly
tendered and not properly withdrawn pursuant to the tender offer,
representing approximately 19% of the Series B Preferred Stock
offered for exchange;

   -- 962,564 depositary shares each representing 1/1000th of a
share of the Company's 10.00% Series C Cumulative Preferred Stock
(such depositary shares, the "Series C Preferred Stock") have been
validly tendered and not properly withdrawn pursuant to the tender
offer, representing approximately 33% of the Series C Preferred
Stock offered for exchange;

   -- 1,036,363 depositary shares each representing 1/1000th of a
share of the Company's 9.75% Series D Cumulative Preferred Stock
(such depositary shares, the "Series D Preferred Stock") have been
validly tendered and not properly withdrawn pursuant to the tender
offer, representing approximately 31% of the Series D Preferred
Stock offered for exchange; and

   -- 1,741,193 depositary shares each representing 1/1000th of a
share of the Company's 10.00% Series E Cumulative Convertible
Preferred Stock (such depositary shares, the "Series E Preferred
Stock" and, together with the Series B Preferred Stock, Series C
Preferred Stock and Series D Preferred Stock, the "Existing
Preferred Stock") have been validly tendered and not properly
withdrawn pursuant to the tender offer, representing approximately
66% of the Series E Preferred Stock offered for exchange.

Holders who have already tendered their Existing Unsecured Notes or
Existing Preferred Stock do not have to re-tender their notes or
shares or take any other action as a result of the extension of the
tender offers.

The Company said, "As we have previously announced, the Company has
elected to exercise its right to a grace period with respect to
certain interest payments due March 15, 2016 and April 1, 2016 on
our 8.875% Senior Notes due 2019, 8.00% Second Lien Senior Secured
Notes due 2018, 8.875% Second Lien Senior Secured Notes due 2018,
5.00% Convertible Senior Notes due 2029, 5.00% Convertible Senior
Notes due 2032 and our 5.00% Convertible Exchange Senior Notes due
2032. Such grace periods permit the Company 30 days to make the
interest payments before an event of default occurs under the
respective indentures governing the notes.  If the Exchange Offers
are unsuccessful, we are likely to seek relief under the U.S.
Bankruptcy Code.  In such an event, we expect that the holders of
our Existing Unsecured Notes, shares of Existing Preferred Stock
and shares of our Common Stock would receive little or no
consideration.  To this end, we have engaged Lazard, as
restructuring advisor, and Vinson & Elkins L.L.P., as restructuring
counsel, to begin work on a plan of reorganization."

"The terms and conditions of the Exchange Offers, prior to the
amendment described in this release, were set forth in the Offers
to Exchange, dated January 26, 2016, each as amended and restated
on February 5, 2016 (the "Offers to Exchange"), and the Amended and
Restated Letter of Transmittals (the "Letters of Transmittal"), and
the other related materials that the Company distributed to holders
of the Existing Unsecured Notes and Existing Preferred Stock, which
were filed with the Securities and Exchange Commission ("SEC") as
exhibits to the Schedule TOs on January 26, 2016 and February 5,
2016 (the "Original Tender Offer Materials").  The Original Tender
Offer Materials have been amended and supplemented by Amendment No.
2 to the Schedule TOs, which were filed with the SEC on February
16, 2016, Amendment No. 3 to the Schedule TOs, which were filed
with the SEC on February 25, 2016, Amendment No. 4 to the Schedule
TOs, which were filed with the SEC on March 3, 2016 Amendment No. 5
to the Schedule TOs, which were filed with the SEC on March 8,
2016, and Amendment No. 6 to the Schedule TOs, which were filed
with the SEC on March 9, 2016  (collectively, the "Schedule TO
Amendments").  The term "tender offer," when used in this release,
shall refer to the terms and conditions described in the Original
Tender Offer Materials, as amended and supplemented by the Schedule
TO Amendments and this press release.

Copies of the Offers to Exchange and Letters of Transmittal may be
found on the Company's website at www.goodrichpetroleum.com and may
be obtained from the Exchange Agent or the Information Agent for
the Exchange Offers as follows:

Georgeson, Inc., at 888-607-6511 (toll free) or www.georgeson.com
American Stock Transfer & Trust Company, LLC, at (877) 248-6417
(toll free) or (718) 921-8317 or www.americanstocktransfer.com

                     About Goodrich Petroleum

Goodrich Petroleum Corporation is an independent oil and gas
exploration and production company.

As of Sept. 30, 2015, Goodrich had total assets of $584,968,000
against total liabilities of $601,595,000 and stockholders' deficit
of $16,627,000.

                   *     *     *

The TCR, on Feb. 23, 2016, reported that Standard & Poor's Ratings
Services said it lowered its issue-level rating on U.S.-based
exploration and production (E&P) company Goodrich Petroleum Corp.'s
3.25% senior unsecured convertible notes due 2026 and 5% senior
unsecured convertible notes due 2029 to 'CC' from 'CCC' following
the company's offer to exchange the unsecured notes to common stock
at a ratio of 800.635 shares of common stock per $1,000 principal
amount of notes.  The recovery rating on the unsecured notes
remains  '6', indicating negligible (0%-10%) recovery in the event
of a default.

Additionally, S&P has lowered the company's 8% second-lien senior
secured notes due 2018 to 'CC' from 'CCC+' based on the company's
announcement that it will offer to exchange the notes for new
senior secured notes with materially identical terms except that
interest thereon may be paid at the company's option either in cash
or in-kind or deferred until maturity.  The recovery  rating on the
secured notes remains '5', indicating modest (higher end of the
10%-30% range) recovery in the event of default.


GOODRICH PETROLEUM: Wilmington Trust Named New Indenture Trustee
----------------------------------------------------------------
Goodrich Petroleum Corporation, Wells Fargo Bank, National
Association and Wilmington Trust, National Association entered into
an Agreement of Resignation, Appointment and Acceptance, effective
March 28, 2016, with respect to the Company's 3.25% Convertible
Senior Notes due 2026, 5.00% Convertible Senior Notes due 2029,
5.00% Convertible Senior Notes due 2032 and 8.875% Senior Notes due
2019.

Wells Fargo resigned as Trustee under:

     (i) the Indenture, dated as of December 6, 2006, between the
Company and Wells Fargo, as Trustee, as amended and supplemented by
the First Supplemental Indenture, dated as of April 1, 2011,
related to the Company's 3.25% Convertible Senior Notes due 2026,

    (ii) the Senior Indenture, dated as of September 28, 2009,
between the Company and Wells Fargo, as Trustee, as amended and
supplemented by the First Supplemental Indenture, dated as of
September 28, 2009, and the Second Supplemental Indenture, dated as
of April 1, 2011, related to the Company's 5.00% Convertible Senior
Notes due 2029,

   (iii) the Base Indenture, as amended and supplemented by the
Third Supplemental Indenture, dated as of August 26, 2013, related
to the Company's 5.00% Convertible Senior Notes due 2032, and

    (iv) the Indenture, dated as of March 2, 2011, between the
Company, the Subsidiary Guarantor named therein and Wells Fargo, as
Trustee, related to the Company's 8.875% Senior Notes due 2019.

Wilmington Trust accepted its appointment as Trustee under the
Indentures and assumed all of the rights, powers, trusts and duties
of Wells Fargo thereunder.

The address of the corporate trust office for Wilmington Trust is:


     Wilmington Trust
     15950 North Dallas Parkway, Suite 550
     Dallas, TX 75248

A copy of the Agreement is available at http://is.gd/QSLxGh

The Aggregate Principal Amount Outstanding under the Notes are:

     Existing Unsecured Notes                  Outstanding
     ------------------------                  -----------
8.875% Senior Notes due 2019                  $116,775,000
3.25% Convertible Senior Notes due 2026           $429,000
5.00% Convertible Senior Notes due 2029         $6,692,000
5.00% Convertible Senior Notes due 2032        $94,160,000

                     About Goodrich Petroleum

Goodrich Petroleum Corporation (OTC Markets: GDPM) is an
independent oil and gas exploration and production company.

As of Sept. 30, 2015, Goodrich had total assets of $584,968,000
against total liabilities of $601,595,000 and stockholders'
deficit
of $16,627,000.

                   *     *     *

The TCR, on Feb. 23, 2016, reported that Standard & Poor's Ratings
Services said it lowered its issue-level rating on Goodrich
Petroleum's 3.25% senior unsecured convertible notes due 2026 and
5% senior unsecured convertible notes due 2029 to 'CC' from 'CCC'
following the company's offer to exchange the unsecured notes to
common stock at a ratio of 800.635 shares of common stock per
$1,000 principal amount of notes. Additionally, S&P has lowered the
company's 8% second-lien senior secured notes due 2018 to 'CC' from
'CCC+' based on the company's announcement that it will offer to
exchange the notes for new senior secured notes with materially
identical terms except that interest thereon may be paid at the
company's option either in cash or in-kind or deferred until
maturity.

The Company has noted that if the Exchange Offers are unsuccessful,
it will likely to seek relief under the U.S. Bankruptcy Code.

It also has elected to exercise its right to a grace period with
respect to certain interest payments due March 15, 2016 and April
1, 2016.  The Company is exercising the grace period on its:

     $5.2 million interest payment due on its 8.875% Senior
                  Notes due 2019,
     $4.0 million interest payment due on its 8.00% Second
                  Lien Senior Secured Notes due 2018 and
     $3.0 million interest payment due on its 8.875% Second
                  Lien Senior Secured Notes due 2018.

These interest payments are due March 15, 2016.

The Company has also elected to exercise its right to a grace
period with respect to:

     $0.2 million interest payment due on its 5.00% Convertible
                  Senior Notes due 2029,
     $2.4 million interest payment due on its 5.00% Convertible
                  Senior Notes due 2032 and a
     $0.2 million interest payment due on its 5.00% Convertible
                  Exchange Senior Notes due 2032.

These interest payments are due on April 1, 2016.

The grace periods permit the Company 30 days to make the interest
payments before an event of default occurs under the respective
indentures governing the notes.

The Company has engaged Lazard, as restructuring advisor, and
Vinson & Elkins L.L.P., as restructuring counsel, and is working
on
a plan of reorganization that the Company expects to implement if
the Exchange Offers are unsuccessful.


GOODYEAR TIRE: Fitch Hikes Issuer Default Ratings to 'BB'
---------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDR) of The
Goodyear Tire & Rubber Company (GT) and its Goodyear Dunlop Tires
Europe B.V. (GDTE) subsidiary to 'BB' from 'BB-'. In addition,
Fitch has upgraded GT's senior unsecured notes rating to 'BB/RR4'
from 'BB-/RR4'. Fitch has affirmed the ratings on GT's secured
revolving credit facility and second-lien term loan, as well as
GDTE's secured revolving credit facility at 'BB+/RR1'. Fitch has
also affirmed GDTE's senior unsecured notes rating at 'BB/RR2'. A
full list of rating actions follows at the end of this release.

GT's ratings apply to a $2 billion asset-based revolving credit
facility, a $598 million second-lien term loan and $3 billion in
senior unsecured notes. GDTE's ratings apply to a EUR550 million
secured revolving credit facility and EUR250 million in senior
unsecured notes.

The Rating Outlooks for GT and GDTE are Stable.

KEY RATING DRIVERS

The upgrade of GT's IDR reflects the strengthening of the tire
manufacturer's credit profile beyond Fitch's previous expectations.
This has been the result of significantly improved profitability
and strong free cash flow (FCF) generation which the company has
used to reduce debt beyond what Fitch had previously contemplated.
GT's focus on high value added (HVA) tires and its global cost
reduction initiatives have resulted in substantial margin growth
and higher operating income, even as global tire volume growth has
been in the low-single digit range. GT's market position remains
strong as the third-largest global tire manufacturer overall and
the top manufacturer of consumer replacement tires in the U.S.
Fitch expect credit metrics to strengthen over the intermediate
term as the company continues to look for opportunities to use its
FCF to strengthen its balance sheet.

Fitch's primary rating concerns remain the heavy competition in the
global tire industry, rising industry capacity and the industry's
sensitivity to commodity prices, particularly to petroleum products
and natural rubber. Fitch expects global Industry capacity will
continue to rise, including when GT's new Americas plant currently
under construction in Mexico opens next year. Several competitor
plants have opened in North America over the past five years, and
more capacity has been added in emerging markets. Mitigating this
concern is the capacity-intensive nature of HVA tire manufacturing,
especially for light truck and SUV HVA tires, which limits the
number of HVA tires that can be manufactured with a given amount of
capacity. GT has also noted that it is currently capacity
constrained on some of its popular tires, and it needs the new
Americas plant to meet demand.

Low commodity prices have contributed to GT's strong profit growth
over the past year, as substantially lower raw material costs have
more-than-offset the effect of reduced commodity pass-through costs
on the company's revenue. Although Fitch expects commodity costs to
trend upwards over the next several years, we nonetheless expect
them to remain relatively low by historical standards. However, an
unexpected sharp increase in the cost of oil or natural rubber
could pressure GT's margins. The company has generally been
successful in the past at offsetting higher commodity prices with
increased tire pricing, although heightened industry competition
could limit GT's pricing flexibility.

As GT's pension funding obligations have declined, the company has
begun targeting a substantial portion of its FCF toward share
repurchases. In February 2016, GT's board increased the company's
share repurchase authorization by $650 million, bringing the total
authorization to $1.1 billion. The company only repurchased $180
million in shares in 2015, and the authorization runs through 2018.
As such, Fitch expects GT will balance share repurchases against
its other liquidity needs, and we do not expect the company to
issue long-term debt to support the repurchase activity. GT also
increased its dividend by about 17% in October 2015, although total
dividend spending was only $68 million in 2015, and we expect a
portion of the dividend increase will be offset by a lower share
count.

In October 2015, GT and Sumitomo Rubber Industries, Ltd. (SRI)
reached agreement to dissolve their global alliance. As part of the
agreement, GT paid $271 million to SRI and issued a $56 million
promissory note to Goodyear Dunlop Tires North America, Ltd.
(GDTNA). Among the more important aspect of the agreement, GT has
taken full ownership of GDTE and Nippon Goodyear Ltd. (NGY), which
sells replacement tires in Japan, while SRI has exclusive rights
over most of the North American Dunlop business. The addition of
the NGY business will lead to a meaningful increase in GT's Asia
Pacific tire volumes in 2016, while the loss of much of the North
American Dunlop business will lead to a small decline in volumes in
the Americas. Overall, the dissolution of the agreement does not
have a meaningful impact on GT's credit profile, although putting
the disagreement with SRI behind it is a modest credit positive.

At year-end 2015, GT deconsolidated its Venezuelan operation after
the company determined that it no longer had sufficient control to
continue consolidating it. Going forward, GT will account for its
Venezuelan operation under the cost method of accounting. In
conjunction with the deconsolidation, GT recorded a $646 million
non-cash charge in the fourth quarter of 2015. The deconsolidation
is strictly an accounting change, as the company hopes to continue
manufacturing and selling tires in Venezuela. GT's Venezuelan
business produced $119 million of operating income in 2015,
although Fitch expects the rapidly deteriorating economic
environment in the country puts future profitability at risk. Fitch
views the deconsolidation as neutral to GT's credit profile.

LIQUIIDITY AND FCF

GT's liquidity position remains relatively strong. At year-end
2015, GT had $1.5 billion in cash and cash equivalents and another
$1.7 billion available on its primary U.S. and European revolvers.
GT's year-end cash balance excluded $320 million in cash at the
company's Venezuelan operation. GT's cash balance was down from
$2.2 billion at year-end 2014, largely due to the SRI payment, $600
million of term loan prepayments, $180 million of share
repurchases, and the deconsolidation of Venezuelan cash, partially
offset by $627 million of FCF and $272 million in European note
proceeds (see below). Despite the decline in GT's cash balance, it
remained comfortably above the $1 billion level that management has
traditionally considered the minimum necessary to meet daily
operational requirements through the cycle. Although the company
has no significant debt maturities until 2019, it does have a total
of $364 million in predominantly non-U.S. debt coming due in 2016
(excluding the Euro notes that were redeemed in January.) Also, its
U.S. revolver matures in 2017. Going forward, Fitch expects GT to
retain a relatively high level of financial flexibility, with
adequate cash liquidity backed up with significant revolver
capacity and positive annual FCF.

GT's FCF generation has improved markedly over the past several
years and is a key contributor to Fitch's upgrade of the company's
IDR. The company produced $627 million in FCF in 2015, up
substantially from ($707) million in 2014. Excluding $907 million
in discretionary contributions in 2014, FCF in the previous year
would have been $200 million. FCF in 2013 would also have been
positive absent discretionary pension contributions. Therefore,
adjusted for discretionary pension contributions, GT produced
positive FCF for three years in a row, following several years of
negative FCF. With its U.S. pension plans substantially funded, and
with the company's improved profitability, Fitch expects GT to
continue generating positive annual FCF over the intermediate term.
GT's FCF still remains quite seasonal, with most of the company's
cash generation typically occurring in the fourth quarter, but the
magnitude of the positive and negative seasonal working capital
swings has declined over the past couple years. Nonetheless,
negative working capital at certain points during the year could
result in temporary increases in leverage as the company borrows
from its revolver to meet short-term cash liquidity needs.

DEBT AND LEVERAGE

On an EBITDA basis, GT's gross leverage (debt/Fitch-calculated
latest 12 month [LTM] EBITDA) at year-end 2015 was 2.3x, down from
2.9x at year-end 2014, as debt declined by $638 million to $5.8
billion. Debt at year-end 2015 included EUR250 million in notes
that were redeemed in January 2016. Excluding these notes, EBITDA
leverage at year-end 2015 would have been 2.2x. EBITDA rose to $2.5
billion in 2015 from $2.2 billion in 2014 as a result of the
company's improved profitability, and the company's EBITDA margin
rose to a strong 15.3% in 2015 from 12.4% in the previous year.
Lease-adjusted leverage (lease-adjusted debt including off-balance
sheet factored receivables/Fitch-calculated EBITDAR) declined to
3.1x at year-end 2015, or 3.0x excluding the redeemed Euro notes,
down from 3.8x at year-end 2014. Over the intermediate term, Fitch
expects leverage to continue trending down toward the 2x range as
EBITDA rises and the company looks for further opportunities to
reduce debt as part of its plan to strengthen its balance sheet.

Consistent with many U.S. industrial companies with global
operations, the majority of GT's debt has been issued in the U.S.,
but 55% of the company's revenue was generated outside the U.S. in
2015. Also, 71% of the company's consolidated cash, or $1.1
billion, was located at non-guarantor subsidiaries outside the U.S.
at year-end 2015, with $424 million at the parent and guarantor
subsidiaries. Of the $1.1 billion at non-guarantor subsidiaries,
$175 million was at subsidiaries where capital controls can be
imposed at times, such as China, South Africa and Argentina. The
relatively low level of cash at the parent and guarantor
subsidiaries was due, in part, to the $400 million discretionary
prepayment on the company's second-lien term loan in December 2015.
Fitch views the mismatch between cash and debt as a risk that could
lead to higher leverage in the event the company had difficulty
repatriating its foreign cash.

PENSIONS

The funded status of GT's pension plans has improved significantly
following the discretionary contributions that it made to the U.S.
salaried and hourly plans in 2013 and 2014, respectively, that
fully funded the plans. GT also de-risked the U.S. plans by
shifting the plans' assets to nearly all fixed-income investments,
with only 6% of the plan's assets comprised of equities. Both U.S.
plans are also frozen. As a result of these actions, we no longer
view the U.S. pension plans as a material rating concern. At
year-end 2015, the U.S. plans were 94% funded, with an underfunded
status of only $327 million. Including the non-U.S. plans, GT's
global pensions were 92% funded, with an underfunded status of $642
million. The company estimates that 2016 pension contributions will
run between $50 million and $75 million.

RATINGS NOTCHING

The rating of 'BB+/RR1' on GT's and GDTE's secured credit
facilities, including the second-lien term loan, reflects their
substantial collateral coverage and outstanding recovery prospects
in a distressed scenario. The one-notch uplift from the IDRs of GT
and GDTE reflects Fitch's notching criteria for issuers with IDRs
in the 'BB' range. On the other hand, the rating of 'BB/RR4' on
GT's senior unsecured notes reflects Fitch's expectation that
recoveries would be average in a distressed scenario, consistent
with most senior unsecured obligations of issuers with an IDR in
the 'BB' range.

GDTE's EUR250 million 3.75% senior unsecured notes due 2023 have a
recovery rating of 'RR2', reflecting the notes' structural
seniority to GT's senior unsecured debt. GDTE's notes are
guaranteed on a senior unsecured basis by GT and the subsidiaries
that also guarantee GT's secured revolver and second-lien term
loan. Although GT's senior unsecured notes are also guaranteed by
the same subsidiaries, they are not guaranteed by GDTE. The
recovery prospects of GDTE's notes are further strengthened
relative to those at GT by the lower level of secured debt at GDTE.
However, the rating of 'BB' on GDTE's senior unsecured notes is the
same as the rating on GT's senior unsecured notes, reflecting
Fitch's notching criteria for issuers with an IDR in the 'BB'
range. GDTE's credit facility and its senior unsecured notes are
subject to cross-default provisions relating to GT's material
indebtedness.

KEY ASSUMPTIONS

-- Global tire industry demand grows modestly over the
    intermediate term, but it remains weak in Latin America.

-- Near-term revenue is negatively affected by the strong U.S.
    dollar and low commodity prices, but the effect is less
    pronounced than in 2015.

-- Capital spending runs at about $1.1 billion annually over the
    intermediate term as the company invests in growth
    initiatives, including its new Americas plant.

-- Dividends remain relatively modest, but they rise over the
    intermediate term.

-- Cash pension contributions run in the $50 million to $75
    million range over the intermediate term.

-- The company generally maintains between $1.5 billion and $2
    billion in cash, with excess cash used for share repurchases.

-- The company continues to look for opportunities to reduce
    debt.

RATING SENSITIVITIES

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

-- Demonstrating continued growth in tire unit volumes, market
    share and pricing;

-- Maintaining 12-month FCF margins of 4% or better for an
    extended period;

-- Generating sustained gross EBITDA margins of 12% or higher;

-- Maintaining leverage near 2.0x for an extended period;

-- Maintaining funds from operations (FFO) adjusted leverage near

    3.0x for an extended period.

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

-- A significant step-down in demand for the company's tires
    without a commensurate decrease in costs;

-- An unexpected increase in costs, particularly related to raw
    materials, that cannot be offset with higher pricing;

-- A decline in the company's cash below $1.3 billion for several

    quarters;

-- A decline in 12-month FCF margins to below 2% for a prolonged
    period;

-- An increase in gross EBITDA leverage to above 3.0x for a
    sustained period;

-- An increase in FFO adjusted leverage to above 4.0x for a
    sustained period.

Fitch has taken the following rating actions on GT and GDTE with a
Stable outlook:

GT
-- IDR upgraded to 'BB' from 'BB-';
-- Secured revolving credit facility affirmed at 'BB+/RR1';
-- Secured second-lien term loan affirmed at 'BB+/RR1';
-- Senior unsecured notes upgraded to 'BB/RR4' from 'BB-/RR4'.

GDTE
-- IDR upgraded to 'BB' from 'BB-';
-- Secured revolving credit facility affirmed at 'BB+/RR1';
-- Senior unsecured notes affirmed at 'BB/RR2'.



GORFIEN & JACOBSOHN: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------------
The Office of the U.S. Trustee appointed three creditors of Gorfien
& Jacobsohn, PA, to serve on the official committee of unsecured
creditors.

The committee members are:

     (1) Richard Resk
         2125 NW 65 Avenue
         Margate, FL 33063
         Tel: 954-629-6616
         Email: Rresk@bellsouth.net

     (2) Steven Lindenbaum, CPA, P.A.
         541 So. State Rd. 7, #9
         Margate, FL 33068
         Tele: 954-978-5981
         Fax: 954-979-1130
         Email: Info@lindenbaum-CPA.com   

     (3) Ramphy Aleman, President
         Ram Dental Lab, Inc.
         6422 Pembroke Road
         Miramar, FL 33023
         Tel: 954-727-3348
         Email: Ramdentallab@gmail.com

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

                    About Gorfien & Jacobsohn

Gorfien & Jacobsohn, PA, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla., Case No. 16-10238) on January 7,
2016. The Debtor is represented by Susan D. Lasky, Esq., at Susan
D. Lasky, PA.


HALCON RESOURCES: Inks 13th Amendment to JPMorgan Credit Facility
-----------------------------------------------------------------
Halcon Resources Corporation entered into a thirteenth amendment to
senior revolving credit agreement by and among the Company, as
borrower, JPMorgan Chase Bank, N.A., as administrative agent, and
the other lenders, as disclosed in a regulatory filing with the
Securities and Exchange Commission on March 17, 2016.  

The Amendment, among other things, reduced the borrowing base to
$700 million and scheduled the Company's next borrowing base
redetermination for Sept. 1, 2016.  Additionally, the Amendment
provides for amounts under the Credit Facility to bear interest at
specified margins over the base rate of 1.50% to 2.50% for
ABR-based loans or at specified margins over LIBOR of 2.50% to
3.50% for Eurodollar-based loans, based on utilization.

                     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.


HARLEQUINS WEB: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Harlequins Web, LLC
        16161 Ventura Blvd, Suite C878
        Encino, CA 91436

Case No.: 16-10783

Chapter 11 Petition Date: March 17, 2016

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

Judge: Hon. Maureen Tighe

Debtor's Counsel: Robert Reganyan, Esq.
                  REGANYAN LAW FIRM
                  100 N Brand Blvd #18
                  Glendale, CA 91203
                  Tel: 818-649-0879
                  Fax: 818-583-1708
                  E-mail: reganyanlawfirm@gmail.com

Estimated Assets: $500 million to $1 billion

Estimated Debts: $50,000 to $100,000

The petition was signed by Andrew Kay, manager.

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


HCSB FINANCIAL: Gets Notice of Default From BNY Mellon
------------------------------------------------------
As previously disclosed, on Feb. 29, 2016, HCSB Financial
Corporation entered into a securities purchase agreement with
Alesco Preferred Funding VI LTD, the holder of the Company's $6
million of Junior Subordinated Debt Securities Due March 15, 2035,
pursuant to which the Company agreed to repurchase all of the Debt
Securities issued by HCSB Financial Trust I, a subsidiary of the
Company, for an aggregate cash payment of $600,000, plus
reimbursement of attorneys' fees and other expenses incurred by
Alesco not to exceed $25,000.  Alesco also agreed to forgive any
and all unpaid interest on the Debt Securities.  The securities
purchase agreement is subject to closing conditions, including
regulatory approval of the transaction.  Alesco has the right, but
not the obligation, to terminate the securities purchase agreement
in the event that any closing condition is not satisfied within 45
days of the date of the securities purchase agreement.  The Company
anticipates that the closing of the repurchase will occur
immediately following the closing of the Company's previously
disclosed private placement transaction.

On March 16, 2016, the Company received a notice of default from
The Bank of New York Mellon Trust Company, N.A., in its capacity as
trustee, relating to the Debt Securities.  The notice of default
relates specifically to the Indenture dated Dec. 21, 2004, by and
among the Company and The Bank of New York Mellon Trust Company,
N.A., successor-in-interest to JP Morgan Chase Bank, National
Association, under which the Company issued the Debt Securities.
As permitted by the Indenture, the Company previously exercised its
right to defer interest payments on the Debt Securities for 20
consecutive quarterly payment periods.  The Company's right to
defer such interest payments expired on
March 15, 2016, at which time all deferred payments of interest
became due and payable.  The Company did not pay such deferred
interest at the end of the permitted deferral period, constituting
an event of default under the Indenture, and therefore pursuant to
the Indenture, the trustee provided this notice of default.
According to the Company, receipt of this notice of default from
the trustee does not affect its plans to the repurchase the Debt
Securities under the securities purchase agreement.

Under the Indenture, the principal amount of the Debt Securities,
together with any premium and unpaid accrued interest, only becomes
due upon such an event of default after the trustee, or the holders
of not less than 25% of the Debt Securities outstanding, declares
such amounts due and payable by written notice to the Company.  To
date, the Company has not received such written notice from the
trustee or the holders of not less than 25% of the Debt Securities
outstanding.  As of March 16, 2016, the total principal amount
outstanding on the Debt Securities plus accrued and unpaid interest
was $7.1 million.

                        About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.

HCSB Financial reported a net loss available to common shareholders
of $1.4 million on $16.09 million of total interest income for the
year ended Dec. 31, 2014, compared to net income available to
common shareholders of $911,000 on $17.07 million of total interest
income for the year ended Dec. 31, 2013.

Elliott Davis Decosimo, LLC, in Columbia, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company has suffered recurring losses that have eroded regulatory
capital ratios and the Company's wholly owned subsidiary, Horry
County State Bank, is under a regulatory Consent Order with the
Federal Deposit Insurance Corporation that requires, among other
provisions, capital ratios to be maintained at certain levels.  As
of Dec. 31, 2014, the Company's subsidiary is considered
significantly undercapitalized based on its regulatory capital
levels.  These considerations raise substantial doubt about the
Company's ability to continue as a going concern.  The Company also
has deferred interest payments on its junior subordinated
debentures for 16 consecutive quarters as of Dec. 31, 2014.  Under
the terms of the debentures, the Company may defer payments for up
to 20 consecutive quarters without creating a default.  Payment for
the 20th quarter interest deferral period will be due in March
2016.  If the Company fails to pay the deferred and compounded
interest at the end of the deferral period, the trustees of the
corresponding trusts, would have the right, after any applicable
grace period, to exercise various remedies, including demanding
immediate payment in full of the entire outstanding principal
amount of the debentures.  The balance of the debentures and
accrued interest as of December 31, 2014 were $6.19 million and
$714,000, respectively.  These events also raise substantial doubt
about the Company's ability to continue as a going concern as of
Dec. 31, 2014.

As of Sept. 30, 2015, the Company had $378.54 million in total
assets, $389.72 million in total liabilities and a shareholders'
deficit of $11.17 million.

                          Bankruptcy Warning

The Company has been deferring interest payments on its trust
preferred securities since March 2011 and has deferred interest
payments for 19 consecutive quarters.  The Company is allowed to
defer payments for up to 20 consecutive quarterly periods, although
interest will also accrue and compound quarterly from the date such
deferred interest would have been payable were it not for the
extension period.  All of the deferred interest, including interest
accrued on such deferred interest, is due and payable at the end of
the applicable deferral period, which is in March 2016. At Sept.
30, 2015, total accrued interest equaled $852 thousand.

"If we are not able to raise a sufficient amount of additional
capital, the Company will not be able to pay this interest when it
becomes due and the Bank may be unable to remain in compliance with
the Consent Order.  In addition, the Company must first make
interest payments under the subordinated notes, which are senior to
the trust preferred securities.  Even if the Company succeeds in
raising capital, it will have to be released from the Written
Agreement or obtain approval from the Federal Reserve Bank of
Richmond to pay interest on the trust preferred securities.  If
this interest is not paid by March 2016, the Company will be in
default under the terms of the indenture related to the trust
preferred securities.  If the Company fails to pay the deferred and
compounded interest at the end of the deferral period the trustee
or the holders of 25% of the aggregate trust preferred securities
outstanding, by providing written notice to the Company, may
declare the entire principal and unpaid interest amounts of the
trust preferred securities immediately due and payable.  The
aggregate principal amount of these trust preferred securities is
$6.0 million.  The trust preferred securities are junior to the
subordinated notes, so even if a default is declared the trust
preferred securities cannot be repaid prior to repayment of the
subordinated notes.  However, if the trustee or the holders of the
trust preferred securities declares a default under the trust
preferred securities, the Company could be forced into involuntary
bankruptcy," the Company stated in the Form 10-Q for the period
ended Sept. 30, 2015.


HD SUPPLY: Widens Net Income to $1.47 Billion in Fiscal 2015
------------------------------------------------------------
HD Supply Holdings, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$1.47 billion on $7.38 billion of net sales for the fiscal year
ended Jan. 31, 2016, compared to net income of $3 million on $6.97
billion of net sales for the fiscal year ended Feb. 1, 2015.

As of Jan. 31, 2016, HD Supply had $6.01 billion in total assets,
$5.27 billion in total liabilities and $744 million in total
stockholders' equity.

Working capital, excluding cash and cash equivalents, was $843
million as of Jan. 31, 2016, decreasing $235 million as compared to
$1,078 million as of Feb. 1, 2015.  Excluding the impact of
discontinued operations, working capital, excluding cash and cash
equivalents, increased $46 million.  The increase was primarily
driven by an increase in Receivables reflecting higher sales
volumes and a decrease in Current installments of long-term debt
due to the Incremental Agreement.

As of Jan. 31, 2016, the Company's combined liquidity of
approximately $1,311 million was comprised of $269 million in cash
and cash equivalents and $1,042 million of additional available
borrowings (excluding $107 million of borrowings on available cash
balances) under its Senior ABL Facility, based on qualifying
inventory and receivables.

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

                     http://is.gd/gwVtx2

                       About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

As reported by the TCR on Aug. 5, 2015, Moody's Investors Service
upgraded HD Supply, Inc.'s Corporate Family Rating to B2 from B3
and revised its rating outlook to positive from stable, since key
debt credit metrics are becoming more supportive of higher ratings.
The upgrade of HDS's Corporate Family Rating to B2 from B3 and the
change in rating outlook to positive from stable results from
Moody's expectations for key debt credit metrics becoming more
supportive of higher ratings, due to solid operating performance
and lower levels of balance sheet debt.

The TCR reported in August 2015 that Standard & Poor's Ratings
Services said that it has raised its corporate credit rating on
Atlanta-based industrial distributor HD Supply Inc. to 'B+' from
'B'.  "The upgrade reflects the company's consistently good
operating performance over the past 12 months, which has caused its
leverage to fall below 6x as of May 3, 2015," said Standard &
Poor's credit analyst Svetlana Olsha.

                            *   *    *

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


HEALTH NET: Moody's Confirms 'Ba2' Senior Debt Rating
-----------------------------------------------------
Moody's Investors Service has confirmed the Ba2 senior debt rating
of Health Net, Inc. (Health Net; NYSE:HNT) and the Baa2 insurance
financial strength (IFS) rating of Health Net's operating
subsidiary, Health Net of California. The outlook on the ratings is
negative. This rating action concludes the review initiated on July
2, 2015 when Centene (Centene; NYSE: CNC; senior debt rating at
Ba2/negative, see separate press release on Centene's ratings)
announced it would be acquiring Health Net.

RATINGS RATIONALE

Moody's anticipates that Centene will assume and guarantee Health
Net's $400 million of outstanding debt upon the close of the
transaction. The transaction is expected to close early in 2016.

The rating agency commented that with projected annual revenues of
approximately $16.5 billion, Health Net adds diversity to Centene's
operations with its commercial, Medicare Advantage, and TriCare
businesses and geographic expansion with its large California
managed Medicaid membership.

Moody's indicated that if the transaction with Centene is not
completed, Health Net's outlook could be returned to stable.
Otherwise, Health Net's ratings will continue to be aligned with
those of Centene's.

The following ratings were confirmed with a negative outlook:

Health Net, Inc. -- senior unsecured debt rating at Ba2;

Health Net of California, Inc. -- insurance financial strength
rating at Baa2.

Health Net, based in Woodland Hills, California, reported total
revenues of $12.2 billion for the first nine months of 2015. As of
September 30, 2015, the company had total medical and
administrative services only membership of approximately 6.1
million and reported shareholders' equity of $1.8 billion.



HIMA-KUNAL LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The bankruptcy administrator for the Middle District of Alabama
announced that no official committee of unsecured creditors will be
appointed in the Chapter 11 case of Hima-Kunal, LLC.

                      About Hima-Kunal, LLC

Hima-Kunal, LLC sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of Alabama (Montgomery) (Bankr M.D. Ala., Case No.
16-30216) on January 27, 2016. The petition was signed by Nishil J.
Patel, member.

The Debtor is represented by Michael A. Fritz, Sr., Esq., at Fritz
Law Firm. The case is assigned to Judge Dwight H. Williams Jr.


IMAGEWARE SYSTEMS: Conference Call Held to Discuss 2015 Results
---------------------------------------------------------------
ImageWare Systems, Inc., hosted a conference call on March 16,
2016, to discuss its financial results for the quarter and year
ended Dec. 31, 2015.  ImageWare Systems' Chairman and CEO, Mr. Jim
Miller; and the company's CFO, Mr. Wayne Wetherell joined the
conference.

In the fourth quarter total revenue was $900,000 compared to $1.2
million in the same quarter a year ago.  According to Mr. Miller,
that decreased was primarily due to lower software royalty revenue
from the Company's channel partners on its traditional
identification card software.  Gross margin in the fourth quarter
was 40.2% compared to 79% in the same quarter a year ago.  That
decline was due to a write-off in the quarter of capitalized
project expenses, as their recoverability became questionable, Mr.
Miller said.

Net loss in the fourth quarter was $2.6 million or $0.03 per basic
share compared to a net loss of $1.9 million or a minus-$0.02 per
basic share in the same quarter a year ago.  At December 31, cash
and cash equivalents totaled $3.4 million compared to $200,000 at
Dec. 31, 2014.

A copy of the transcript for this conference call is available for
free at http://is.gd/fOLXr8

                     About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems reported a net loss of $7.94 million in 2014
compared to a net loss of $9.84 million in 2013.

As of Sept. 30, 2015, the Company had $10.32 million in total
assets, $4.43 million in total liabilities and $5.89 million in
total shareholders' equity.


IMH FINANCIAL: Lisa Jack Resigns as CFO and PAO
-----------------------------------------------
Lisa Jack announced her intention to resign as chief financial
officer and principal accounting officer of IMH Financial
Corporation effective April 8, 2016.  According to a regulatory
filing with the Securities and Exchange Commission, Ms. Jack's
departure is not the result of any dispute or disagreement with the
Company on any matter relating to the Company's operations,
policies or practices.

In connection with Ms. Jack's resignation, Samuel Montes, current
senior vice president of finance for the Company, has agreed to
serve as the Company's chief financial officer and principal
accounting officer on an interim basis, pending approval by the
Board of Directors.  Mr. Montes will continue to also serve as
Senior Vice President of Finance of the Company during this time.

Mr. Montes, 49, has over 25 years of professional experience in the
finance and accounting field in various roles including Director of
Finance, senior audit manager, and staff accountant.  Mr. Montes
graduated with a Bachelor of Science in Business Administration
from California State University of Los Angeles.  Mr. Montes has
served in various capacities with the Company since April 2007 as
controller, vice president of finance and senior vice president of
finance.

                       About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

IMH Financial reported a net loss attributable to common
shareholders of $39.5 million in 2014, a net loss attributable to
common shareholders of $26.2 million in 2013 and a net loss
attributable to common shareholders of $32.2 million in 2012.

As of Sept. 30, 2015, the Company had $208.56 million in total
assets, $121.78 million in total liabilities, $29.04 million in
redeemable convertible preferred stock, and $57.73 million in total
stockholders' equity.


INFORMATICA CORP: Bank Debt Trades at 3% Off
--------------------------------------------
Participations in a syndicated loan under which Informatica Corp is
a borrower traded in the secondary market at 96.83
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.02 percentage points from the
previous week.  Informatica Corp pays 350 basis points above LIBOR
to borrow under the $1.875 billion facility. The bank loan matures
on June 1, 2022 and carries Moody's B2 rating and Standard & Poor's
B rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 11.


INTELLIPHARMACEUTICS INT'L: Annual Meeting Set for April 19
-----------------------------------------------------------
Intellipharmaceutics International Inc. notified shareholders that
an annual and special meeting will be held at The National Club,
303 Bay Street, Toronto, Ontario on Tuesday, April 19, 2016, at
10:30 a.m. (Toronto time) for the following purposes:

   1. To receive the audited consolidated financial statements of
      the Company for the financial year ended Nov. 30, 2015, and
      the auditor's report thereon;

   2. to elect six directors;

   3. to reappoint the auditor and to authorize the directors to
      fix the auditor's remuneration;

   4. to approve the two year extension of the performance-based
      stock options granted to certain directors and officers as
      more particularly described in the Management Proxy Circular

      for the Meeting; and

   5. to transact such further and other business as may properly
      come before the Meeting or any adjournments thereof.

                     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: Incurs $151 Million Net Loss in 2015
-----------------------------------------------------
Inventiv Health, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to the Company of $151 million on $1.99 billion of net
revenues for the year ended Dec. 31, 2015, compared to a net loss
attributable to the Company of $190 million on $1.80 billion of net
revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, inVentiv had $2.15 billion in total assets,
$2.92 billion in total liabilities and a $771.10 million in total
stockholders' deficit.

At Dec. 31, 2015, the Company had cash and cash equivalents of
$121.3 million and $131.2 million of unused availability under its
ABL Facility and International Facility to fund its general working
capital needs.  

"However, we cannot provide assurance that these sources of
liquidity will be sufficient to fund all internal needs,
investments and acquisition activities that we may wish to pursue.
If we pursue significant internal growth initiatives or if we wish
to acquire additional businesses in transactions that include cash
payments as part of the purchase price, we may pursue additional
debt or equity sources to finance such transactions and activities,
depending on market conditions," the Company said in the report.

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

                    http://is.gd/p1cmq6

                   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 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.


KEAHEY CARPENTER: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Keahey Carpenter, Inc.

Keahey Carpenter, Inc., sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Middle
District of Alabama (Dothan) (Bankr. M.D. Ala., Case No. 16-10479)
on March 14, 2016. The petition was signed by Kymberly C. Keahey,
president.

The Debtor is represented by J. Kaz Espy, Esq., at Espy, Metcalf &
Espy, P.C.

The Debtor disclosed total assets of $1.10 million and total debts
of $1.24 million.


LINN ENERGY: S&P Lowers Corporate Credit Rating to 'D'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on oil and gas exploration and production company Linn
Energy LLC and its subsidiary Berry Petroleum Co. LLC to 'D' from
'CCC'.

S&P lowered the issue-level rating on the company's second-lien
debt to 'D' from 'CCC-' and removed the rating from CreditWatch,
where S&P placed it with negative implications on Feb. 4, 2016. The
recovery rating on the second-lien debt remains '5', indicating
S&P's expectation of modest (10% to 30%, higher end of the range)
recovery in the event of default.  S&P also lowered the rating on
the company's unsecured debt to 'D' from 'CC'.  The recovery rating
remains '5', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of default.

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

"The 'D' rating reflects Linn Energy's announcement that it has
elected not to make the interest payment on its 7.75% senior notes
due 2021, 6.5% senior notes due 2021, and subsidiary Berry
Petroleum's senior notes due 2022, and our belief that the company
will not make this payment before the 30-day grace period ends,"
said Standard & Poor's credit analyst Michael Tsai.

The company is also currently in default under their credit
facility due to the inclusion of a going concern explanation by the
company's auditors in its consolidated financial statements. S&P
believes the company will likely reorganize under Chapter 11.


LIONS GATE: S&P Puts 'BB-' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings,
including the 'BB-' corporate credit rating, on Lions Gate
Entertainment Corp. on CreditWatch with negative implications.

"The CreditWatch placement reflects the risk that Lions Gate's
credit measures will not improve to levels appropriate for the
'BB-' rating," said Standard & Poor's credit analyst Khaled Lahlo.


The company's credit measures have worsened over the past few
quarters due to the underperformance of its recent releases,
particularly "Gods of Egypt" and "The Hunger Games: Mockingjay,
Part 2."  This has affected Lions Gate's credit measures in two
ways: it depressed cash flow and caused the company to increase its
borrowings (production loans) to fund its upcoming film slate.
Lions Gate's discretionary cash flow (DCF) to debt was about 5.2%
as of December 2015 due to upfront film production costs and the
company backloading its releases.

On resolving the CreditWatch placement, S&P expects to assess the
risks to Lions Gate's upcoming film slate.  S&P will focus on the
company's ability to generate improved cash flow.


LIQUIDMETAL TECHNOLOGIES: Conference Call Held to Discuss Results
-----------------------------------------------------------------
Liquidmetal Technologies, Inc. announced that on March 7, 2016, it
filed its annual report on Form 10-K for the fiscal year ended Dec.
31, 2015, with the Securities and Exchange Commission.

On March 16, 2016, the Company hosted a conference call to discuss
the Company's financial condition and results of operations set
forth in the Form 10-K, as well as certain recent events disclosed
in a Current Report on Form 8-K filed with the SEC on March 14,
2016.  A copy of the transcript of the conference call is available
for free at http://is.gd/OFSUDy

                 About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $7.31
million on $125,000 of total revenue for the year ended Dec. 31,
2015, compared to a net loss and comprehensive loss of $6.55
million on $603,000 of total revenue for the year ended Dec. 31,
2014.

As of Dec. 31, 2015, the Company had $7.27 million in total assets,
$2.88 million in total liabilities and $4.38 million in total
shareholders' equity.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, stating that the Company has suffered
recurring losses from operations, has negative cash flows from
operations and has an accumulated deficit.  This raises substantial
doubt about the Company's ability to continue as a going concern.


LIQUIDMETAL TECHNOLOGIES: LTL Holds 18.4% Stake as of March 10
--------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Liquidmetal Technology Limited disclosed that as of
March 10, 2016, it beneficially owns 107,609,913 shares of common
stock of Liquidmetal Technologies, Inc., representing 18.4 percent
of the shares outstanding.

LTL and Issuer entered into that certain Securities Purchase
Agreement, dated March 10, 2016, pursuant to which the Reporting
Person acquired shares of common stock of Issuer and Common Stock
Purchase Warrants to purchase shares of common stock of the Issuer.
Additional shares are subject to purchase under the Stock Purchase
Agreement.

A copy of the regulatory filing is available for free at:

                       http://is.gd/EAmUgc

                 About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $7.31
million on $125,000 of total revenue for the year ended Dec. 31,
2015, compared to a net loss and comprehensive loss of $6.55
million on $603,000 of total revenue for the year ended Dec. 31,
2014.

As of Dec. 31, 2015, the Company had $7.27 million in total assets,
$2.88 million in total liabilities and $4.38 million in total
shareholders' equity.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, stating that the Company has suffered
recurring losses from operations, has negative cash flows from
operations and has an accumulated deficit.  This raises substantial
doubt about the Company's ability to continue as a going concern.


LIQUIDMETAL TECHNOLOGIES: Visser Precision Holds 4.5% CL-A Shares
-----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Barney D. Visser, Furniture Row, LLC and Visser
Precision Cast, LLC reported that as of March 7, 2016, they
beneficially own 22,252,746 shares of Class A common stock of
Liquidmetal Technologies, Inc., representing 4.5 percent of the
shares outstanding.  

VPC is the direct owner of 3,392,301 shares of Common Stock and the
direct owner of a Warrant that, after giving effect to
anti-dilution adjustments made through June 30, 2015, may be
exercised to purchase 18,860,445 shares of Common Stock.

Mr. Visser and Furniture Row control VPC.  As a result, Mr. Visser
and Furniture Row may be deemed to be the indirect beneficial
owners of the 3,392,301 shares of Common Stock that are owned by
VPC and the 18,860,445 Warrant Shares that are beneficially owned
by VPC.

A copy of the regulatory filing is available for free at:

                     http://is.gd/xLVAnM

               About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $7.31
million on $125,000 of total revenue for the year ended Dec. 31,
2015, compared to a net loss and comprehensive loss of $6.55
million on $603,000 of total revenue for the year ended Dec. 31,
2014.

As of Dec. 31, 2015, the Company had $7.27 million in total assets,
$2.88 million in total liabilities and $4.38 million in total
shareholders' equity.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, stating that the Company has suffered
recurring losses from operations, has negative cash flows from
operations and has an accumulated deficit.  This raises substantial
doubt about the Company's ability to continue as a going concern.


LIQUIDMETAL TECHNOLOGIES: Yeung Li Holds 18.6% Stake as of March 10
-------------------------------------------------------------------
In a Schedule 13D filed with the Securities and Exchange
Commission, Yeung Tak Lugee Li, the sole shareholder, executive
officer and director of Liquidmetal Technology Limited, reported
that as of March 10, 2016, he beneficially owns 108,970,063 shares
of common stock of Liquidmetal Technologies, Inc., representing
18.6 percent of the shares outstanding.

LTL and the Issuer entered into that certain Securities Purchase
Agreement, dated March 10, 2016, pursuant to which LTL acquired
shares of common stock of the Issuer and Common Stock Purchase
Warrants to purchase shares of common stock of the Issuer.
Additional shares are subject to purchase under the Stock Purchase
Agreement.

A copy of the regulatory filing is available for free at:

                    http://is.gd/58LNpq

               About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $7.31
million on $125,000 of total revenue for the year ended Dec. 31,
2015, compared to a net loss and comprehensive loss of $6.55
million on $603,000 of total revenue for the year ended Dec. 31,
2014.

As of Dec. 31, 2015, the Company had $7.27 million in total assets,
$2.88 million in total liabilities and $4.38 million in total
shareholders' equity.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, stating that the Company has suffered
recurring losses from operations, has negative cash flows from
operations and has an accumulated deficit.  This raises substantial
doubt about the Company's ability to continue as a going concern.


MADISON NICHE: Cayman Proceedings Has U.S. Recognition
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order recognizing the liquidation of Madison Niche Opportunities
Fund, Ltd., and Madison Niche Assets Fund, Ltd., before the Grand
Court of the Cayman Islands as foreign main proceedings pursuant to
11 U.S.C. Sec. 1517(a) and (b)(1).

Matthew James Wright and Christopher Barnett Kennedy, the joint
official liquidators appointed in the Cayman Islands proceedings,
are recognized as foreign representative of the Funds within the
meaning of 11 U.S.C. Sec. 101(24).

The Liquidators, through U.S. counsel Holland & Knight LLP and
Young Conaway Stargatt & Taylor, LLP, filed before the U.S. Court a
petition for recognition the Funds' foreign insolvency proceedings
on Jan. 8, 2016.  TMC Consulting Services, LLC, filed an objection
to the petition, but the Liquidators and TMC subsequently reached
an agreement on the withdrawal of the objection.  Following a
hearing on Feb. 24 before the U.S. Bankruptcy Court, Judge Kevin
Carey entered an order recognizing the Cayman Liquidations.

The Recognition Order provides that 11 U.S.C. Sec. 1520(a) will be
effective with respect to the Cayman Liquidations, except that
solely the litigation TMC Consulting Services LLC vs. Matthew
Wright et al., C.A. No.:N15C-11-132(EMD) (Del. Sup. Ct.)(the "TMC
Litigation") will not be stayed pursuant to Sec. 1520(a) or any
other provision of the Bankruptcy Code.  TMC is granted relief from
the automatic stay with respect to the TMC Litigation.  The
Liquidators will not object to any application made to the Grand
Court by TMC to lift any stay that may be applicable to the TMC
Litigation under the Supervision Orders and relevant laws of the
Cayman Islands.

                        About Madison Niche

Madison Niche Assets Fund, Ltd., and Madison Niche Opportunities
Fund, Ltd., are subject to liquidation proceedings before the
supervision of the Financial Services Division of the Grand Court
of the Cayman Islands.  Christopher Barnett Kennedy and Matthew
James Wright were appointed as joint official liquidators.

The Liquidators, as foreign representatives, filed in behalf of the
Funds petitions for relief under Chapter 15 of the U.S. Bankruptcy
Code (Bankr. D. Del.) on Jan. 11, 2016, to seek U.S. recognition of
the Cayman liquidations.  The cases are jointly administered under
Case No. 16-010043.

Young, Conaway, Stargatt & Taylor and Holland & Knight LLP serve as
the U.S. counsel of the liquidators.

The Liquidators did not provide the estimated assets and debt of
the Funds.


MAPLE BANK GMBH: Liquidators Reach Terms on MBTOR Assets in U.S.
----------------------------------------------------------------
KPMG Inc., the liquidator for Maple Bank GmbH, Toronto, Canada
Branch ("MBTOR"), presented to the U.S. Bankruptcy Court for the
Southern District of New York a stipulation reached with Michael C.
Frege, the insolvency administrator for Maple Bank GmbH in Canada,
pursuant to which the parties have affirmed that they will work
together in collection efforts regarding the assets of MBTOR in the
United States.

The Canadian Liquidator and the German Insolvency Administrator
have asserted competing claims and rights with respect to certain
assets located in the United States which appear on the books of
MBTOR.  The Stipulation being presented to the U.S. Court for its
approval encompasses a practical, common sense compromise between
the Canadian Liquidator and the German Insolvency Administrator
with respect to these issues, which will further the interests of
the estates and the purposes of Chapter
15, while at the same time deferring adjudication in the Court of
potential disputes that need not be resolved at this stage.

In order to focus their efforts on the efficient administration,
collection and liquidation of the Subject Assets, the parties have
agreed to the Stipulation, which provides, among other things,
that:

   (i) The Canadian Liquidator will not object to the German
Insolvency Administrator's verified petition in the U.S. for
recognition of the German Insolvency Proceedings,

  (ii) The Canadian Liquidator will be granted full standing with
respect to the Subject Assets in the Maple Bank's Chapter 15 Case
and any related case or proceeding,

(iii) Both parties will collaborate and work collectively to
collect proceeds from the Subject Assets, and

  (iv) With respect to any issue, conflict or disagreement related
to the Subject Assets, both parties agree, in the first instance,
to jointly request that the Bankruptcy Court resolve such issues.

According to KPMG, by so ordering the Stipulation, the U.S. Court
will further the interests of the estates by allowing the parties
(and the Court) to focus on the most important task at hand:
collecting proceeds from the Subject Assets and maximizing the
value of the estates for their creditors.  At the same time, the
Stipulation will postpone, and perhaps avoid entirely, the parties'
potentially competing claims concerning the Subject Assets.

The Canadian Liquidator requests that the U.S. Court approve the
Stipulation.

Attorneys for KPMG Inc., as court-appointed liquidator for MBTOR:

         WILLKIE FARR & GALLAGHER LLP
         Marc Abrams
         Benjamin P. McCallen
         Weston T. Eguchi
         Ji Hun Kim
         787 Seventh Avenue
         New York, New York 10019
         Telephone: (212) 728-8000
         Facsimile: (212) 728-8111

                    About Maple Bank and MBTOR

Maple Bank Gmbh is a German bank with 5 billion in assets and
equity capital of 300 million euros before it shut operations in
February 2016.  Maple Bank is a unit of Canada-based Maple
Financial Group Inc. and specializes in market transactions.  The
bank played a prominent role in attempts by the Porsche family to
take over Volkswagen in 2008.

On Feb. 6, 2016, Germany's Federal Financial Supervisory Authority,
or BaFin, closed Maple Bank's operations in Germany.  Four days
later BaFin filed an application for the opening of insolvency
proceedings for Maple Bank before the Frankfurt Lower District
Court (Amtsgericht Frankfurt am Main), Case No. 810 IN 128/16 M.

Michael C. Frege -- michael.frege@cms-hs.com -- was appointed Maple
Bank's insolvency administrator.

The insolvency proceedings were a culmination of an investigation
by German prosecutors into trading activities involving tax years
2006 to 2010.  German authorities are seeking to hold Maple Bank
liable for tax evasion of 450 million euros in connection with
dividend-stripping trades.

On Feb. 15, 2016, the insolvency administrator commenced a Chapter
15 bankruptcy case in the U.S. Bankruptcy Court in New York (Case
No. 16-10336) to seek U.S. recognition of the insolvency
proceedings in Germany as a foreign main proceeding.  Dentons US
LLP serves as counsel to the insolvency administrator in the
Chapter 15 case.

Maple Bank GmbH, Toronto, Canada Branch ("MBTOR") is the Canadian
branch of Maple Bank.  Canada's top banking regulator announced on
Feb. 15, 2016, it has taken "permanent control" of the assets of
MBTOR.  The Attorney General of Canada on Feb. 15 filed an
application with a Canadian court for an order administering the
winding-up of MBTOR.  Regional Senior Justice Morawetz of the
Ontario Superior Court of Justice issued a winding up order and
appointed KPMG Inc. as the Canadian Liquidator in respect of the
winding up of MBTOR's business in Canada on Feb. 16, 2016.


METALDYNE CORP: Bank Debt Trades at 3% Off
------------------------------------------
Participations in a syndicated loan under which Metaldyne Corp is a
borrower traded in the secondary market at 97.40
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.55 percentage points from the
previous week.  Metaldyne Corp pays 275 basis points above LIBOR to
borrow under the $1.072 billion facility. The bank loan matures on
Oct. 5, 2021 and carries Moody's Ba3 rating and Standard & Poor's
BB+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 11.


MMRGLOBAL INC: Grants 9 Million Restricted Common Shares
--------------------------------------------------------
MMRGlobal, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that on March 9, 2016, it
granted a total of 9,042,050 shares of restricted common stock to
an unrelated third-party, at a price of $0.02 per share in
consideration of a reduction in payables.

All securities granted or sold under these agreements are
unregistered, non-transferrable and non-saleable, and may only be
resold or transferred if they later become registered or fall under
an exemption to the Securities Act and applicable state laws.
   
                        About MMRGlobal

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

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

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

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


MOBILESMITH INC: Reports $7.71 Million Net Loss for 2015
--------------------------------------------------------
MobileSmith, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$7.71 million on $1.82 million of total revenue for the year ended
Dec. 31, 2015, compared to a net loss of $7.33 million on $879,086
of total revenue for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, MobileSmith had $1.50 million in total assets,
$40.86 million in total liabilities and a total stockholders'
deficit of $39.35 million.

"We have not yet achieved positive cash flows from operations, and
our main source of operating funds is the sale of notes under two
convertible note facilities that we implemented.  Since November
2007 and through the date of this report, we have raised
approximately $37 million through these note facilities and we have
the ability to raise up to an additional $36 million under such
facilities from existing note holders and others upon request.
However, no assurance can be provided that we will in fact be able
to raise needed amounts through the facilities or through any other
sources on commercially reasonable terms.  If financing through the
note facilities becomes unavailable, we will need to seek other
sources of funding.  The inability to raise additional funds when
needed, whether through the note facilities or otherwise, may have
a material adverse effect on our operations," the Company said.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, citing that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2015.  These conditions, the auditors
noted, raise substantial doubt about the Company's ability to
continue as a going concern.

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

                      http://is.gd/XOhaWJ

                     About MobileSmith, Inc.

Raleigh, North Carolina-based MobileSmith, Inc. was incorporated as
Smart Online, Inc. in 1993 and changed its name to MobileSmith,
Inc. effective July 1, 2013.  The company develops and markets
software products and services tailored to users of mobile devices.
Its flagship product, MobileSmith(R) Platform is an app
development platform that enables organizations to rapidly create,
deploy and manage custom, native smartphone and tablet apps
deliverable across iOS and Android mobile platforms.


MUSCLEPHARM CORP: Incurs $51.8 Million Net Loss in 2015
-------------------------------------------------------
MusclePharm Corporation filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$51.9 million on $167 million of net revenue for the year ended
Dec. 31, 2015, compared to a net loss of $13.8 million on $177
million of net revenue for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Liquidmetal had $63.8 million in total assets,
$73.8 million in total liabilities and a $10.06 million total
stockholders' deficit.

"While MusclePharm continues to face challenges, I am optimistic
that the strength of the Company's brand and the impact of the
restructuring plan we are executing will provide positive returns
in the near term," said Ryan Drexler, MusclePharm's interim chief
executive officer, president and chairman.  "We ended the fourth
quarter strong, with a 21% increase in net revenue
quarter-over-quarter to $41 million, and a five point increase in
gross margin to approximately 39.6% from 34.5% in the third quarter
of 2015, excluding the impact of restructuring charges.

"We owe an enormous debt of gratitude to Brad for his vision and
contributions in making MusclePharm one of the most recognized
brands in the sports nutrition industry.  MusclePharm is a
reflection of Brad's belief that athletes, like himself, need a
company that will invest in research and development to create
safe, effective and scientifically proven sports nutritional
supplements that provide maximum performance with safety and
integrity.  I personally want to thank Brad for his passion, hard
work and dedication."

"The strength of the Company's fourth quarter is a result of the
restructuring plan the Company began in August, and improvements in
our supply chain," said Mr. Drexler.  "While we still have much
work ahead of us, we believe this is a positive start.  We remain
committed to acting in the best interest of our shareholders and
maximizing shareholder value."

Adjusted EBITDA for 2015 was a loss of $2.7 million, compared with
net income of $3.4 million for the prior year.


As of Dec. 31, 2015, the Company's cash balance was approximately
$7.1 million.  Since the inception of MusclePharm, other than cash
receipts from product sales, the Company's primary source of cash
has been from the sale of equity, issuance of convertible secured
promissory notes and other short-term debt.  Additionally, as of
Dec. 31, 2015, the Company had outstanding borrowings of $3 million
under its line of credit facility, $2.9 million under its term loan
agreement, and $6 million under its convertible promissory note
with its interim chief executive officer, president, and chairman.
In January 2016, the Company entered into a Factoring Agreement and
used the initial borrowings to retire the outstanding line of
credit facility and term loan.

The Company's management believes the recently implemented
restructuring, reduction in on-going operating costs and expense
controls, and the possible sale of BioZone may create opportunities
for the Company to be profitable.  However, the Company's auditors
have issued a going concern opinion in their report on the
Company's financial statements for the fiscal year ended Dec. 31,
2015.  EKS&H LLLP, in Denver, Colorado, noted that the Company has
not established an ongoing source of revenue sufficient to cover
its operating costs and is dependent on obtaining adequate capital
to continue operations, which raises substantial doubt about the
Company's ability to continue as a going concern.

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

                      http://is.gd/cLlz6J

                       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.


NATURAL RESOURCE: Moody's Lowers CFR to B3, Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Natural Resource Partners, L.P. to B3 from B1.  At the same time,
Moody's downgraded the probability of default rating (PDR) to B3-PD
from B1-PD and senior unsecured debt to Caa2 from B3.  The
Speculative Grade Liquidity rating of SGL-3 was affirmed.  This
concludes the review initiated on Jan. 21, 2016, when Moody's
placed all ratings on review for downgrade, reflecting an effort to
recalibrate ratings in the mining sector given perceived
fundamental shift in the operating environment.  The outlook is
negative.

Downgrades:

  Probability of Default Rating, Downgraded to B3-PD from B1-PD
  Corporate Family Rating, Downgraded to B3 from B1
  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
   (LGD 5) from B3(LGD5)

Outlook Actions:

  Outlook, Changed To Negative From Rating Under Review

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-3

                         RATINGS RATIONALE

The downgrade reflects the continued pressure on the company's coal
and oil and gas businesses, with Debt/ EBITDA, as adjusted,
expected to track above 5x over the next two years, despite company
reducing MLP distributions and initiating asset sales to pay down
debt.

The US coal industry continues to be in a secular decline, with
several producers -- including Arch Coal, Alpha Natural Resources,
Patriot Coal, Walter Energy and James River Coal -- filing for
bankruptcy over the past two years.  Moody's expects that the
domestic industry will continue to decline, with coal plants
continuing to close and utilities favoring alternative fuel
sources, including natural gas.  In the meantime, seaborne markets
are not offering any relief, as slowing growth in China, weak
global economic conditions and strong US dollar continue to
pressure commodity demand and prices.

The B3 corporate family rating continues to reflect NRP's
substantive reserve base, and recent diversification of the
company's business model into soda ash, oil and gas and
construction aggregates.  At the same time, the ratings continue to
be under pressure due to NRP's elevated leverage and concentration
in US coal business, which is experiencing ongoing secular decline.
The ratings also reflect the risks surrounding future limited
partner distributions, and uncertainties regarding any future asset
sales that the company may undertake to pare down leverage.

The Speculative Grade Liquidity rating of SGL-3 reflects Moody's
expectation that the company will have adequate liquidity over the
next twelve months.  As of Dec. 31, 2015, the company had about $52
million cash on hand and roughly $13 million available under its
revolving credit facilities, which include $300 million secured
revolving credit facility maturing in April 2017, and $500 million
oil and gas reserve-based revolving credit facility maturing in
November 2019 (with a borrowing base of $88 million ). Moody's
expects the company to generate sufficient operating cash flows to
finance its MLP distributions.  Moody's expects headroom under the
company's revolver's financial covenants to be limited, which could
restrict availability in stressed market conditions.

The Caa2 rating on the senior unsecured notes issued by Natural
Resource Partners LP reflects their effective subordination
relative to the company's revolvers, and debt located at the NRP
operating subsidiary.

The negative outlook reflects our expectation of continued pressure
on earnings and cash flows.

Although an upgrade is unlikely in the near future, a positive
rating action would be considered should industry conditions
stabilize.

A further downgrade would be considered if liquidity were to
deteriorate or if Debt/ EBITDA, as adjusted, were to increase above
6x.

Natural Resource Partners L.P. ("NRP"), is a limited partnership
formed in April 2002 and is headquartered in Houston, Texas.  NRP
engages principally in the business of owning, managing and leasing
a diversified portfolio of mineral properties in the United States,
including interests in coal, trona and soda ash, oil and gas,
construction aggregates, frac sand and other natural resources.  In
2015 the company generated roughly $489 million in revenues.

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


NEIMAN MARCUS: Bank Debt Trades at 14% Off
------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc is a borrower traded in the secondary market at 85.80
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.61 percentage points from the
previous week.  Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's
B- rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 11.


NEW RESIDENTIAL: Moody's Assigns 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned B1 Corporate Family Rating (CFR)
and B1 Issuer Rating to New Residential Investment Corp. (New
Residential). The outlook is stable.

Ratings Assigned:

-- Issuer: New Residential Investment Corp.

-- Corporate Family Rating, B1

-- Issuer Rating, B1

RATINGS RATIONALE

New Residential's ratings reflect the company's strong capital
position, above average profitability and moderate potential
volatility of cash flows. The ratings are constrained by the
company's dependence on short-term secured funding, reliance on
Nationstar Mortgage LLC (B2 stable) and Ocwen Financial Corporation
(B2 stable), limited operating history and monoline focus of
investing in mortgage servicing assets of legacy, pre-crisis
originated mortgages.

New Residential's tangible common equity (TCE) to total tangible
assets (TMA) of almost 20% and net income to average managed assets
above 2% compares favorably to its B-rated peers. In addition, as a
large percent of its mortgage servicing rights (MSR) are with
respect to credit impaired loans, we expect the company's cash flow
volatility to be moderate due to modest interest rate sensitivity.
The company's high reliance on short-term secured funding for its
investment portfolio limits its financial flexibility. In addition,
New Residential's financial performance is highly reliant on
Nationstar and Ocwen as virtually all of the loans for which New
Residential owns the economic interest in MSRs are serviced by
them.

The stable rating outlook reflects Moody's expectation that New
Residential will be able to maintain its solid financial
performance and strong capital levels without a material weakening
in its liquidity profile.

The ratings could be upgraded if the company reduces risks related
to its reliance on Nationstar and Ocwen or the company reduces its
reliance on short-term secured funding while New Residential
maintains solid profitability and strong capital; for example, net
income to average managed assets and TCE to TMA remain above 2.0%
and 15%, respectively.

The ratings could be downgraded if New Residential's net income to
average managed assets or TCE to TMA dropped below 1.5% and 14%,
respectively, for a sustained period. Negative rating pressure
could also result from a weakening liquidity position or increased
risks related to its reliance on Nationstar or Ocwen. Lastly, New
Residential's Issuer Rating could be downgraded if outstanding MSR
secured debt increases to more than 40% of the company's net
investment in MSRs.


NEWALTA CORP: DBRS Lowers Issuer Rating to B
--------------------------------------------
DBRS Limited downgraded the Issuer Rating of Newalta Corporation to
B from BB (low). The Company's Recovery Rating is downgraded to RR6
(Poor) from RR5, based on an anticipated debt recovery of less than
10% in a hypothetical default scenario. This results in a two-notch
adjustment to arrive at an Unsecured Notes rating of CCC (high),
which is defined as "Very Highly Speculative Credit Quality." The
trends remain Negative.

Results in Q4 2015 were again below DBRS's expectations, and the
outlook for 2016 has weakened further. In November 2015, DBRS noted
that the Company had little cushion to absorb further weakening of
the financial risk profile, and that DBRS may take another negative
rating action if disappointing operating performance continues to
weaken the Company's key credit metrics. As a result of the poor
operating results, actual credit metrics for 2015 were below DBRS's
projections, as stated in November 2015. Adjusted debt-to-EBITDA
rose to 6.0x (DBRS's previous projection: 4.8x) and adjusted cash
flow-to-debt fell to 3.7% (projected at 10%). These key metrics
fall well below the BB category ranges, as described in DBRS's
"Rating Companies in the Industrial Products Industry" methodology
(June 2015), available on the DBRS web site.

Since DBRS downgraded Newalta's ratings in November 2015, the
operating environment has continued to weaken. Oil prices have
continued to fall, with the WTI benchmark dropping well below
$40/barrel in December 2015 (and subsequently breaching below
$30/barrel in Q1 2016). Newalta's performance continued to decline,
with the same challenges buffeting results: (1) reduced drilling
and production activities in the oil patch; (2) customer
curtailments, delays, and cancellations of capital expenditures;
(3) additional well shutdowns, and the associated reduction of
production-related waste volumes; (4) lower quality waste volumes
available (i.e., less oil content); and (5) greater price
competition for increasingly scarce waste volumes.

DBRS acknowledges the substantial efforts made and progress
achieved by the Company to reduce its annual run-rate costs ($40
million in 2015; expecting a further $10 million in 2016) and
bolster its liquidity position (cessation of dividends;
substantially reduced capex). Newalta has also secured further
accommodations from its secured credit facility lending group, with
the debt-to-EBITDA covenant waiver extended through Q1 2018
(previously through Q2 2017), and the thresholds for the Interest
Coverage and Senior Debt covenants relaxed. In addition, the total
amount available has been reduced to $160 million from $175
million, with $97 million available as at December 31, 2015.

Despite these significant actions taken to improve the Company's
ability to operate under severely challenging conditions, the
impact on the financial profile is material, and the outlook is
unfavourable. DBRS believes it will be challenging for the Company
to achieve EBITDA in 2016 above the low end of its projected range
($25 million to $45 million), although DBRS notes that the forecast
is based on a relatively conservative WTI spot oil price range
assumption of USD 25 to 35 per barrel. Given Newalta's projected
free cash flow deficit in 2016, the financial profile is expected
to deteriorate further in 2016, and the current liquidity position
is stressed. Total liquidity as at December 31, 2015, was $98
million, consisting almost entirely of availability under the
credit facility. Should operating performance come in at the low
end of the projected range, the deterioration in the financial
profile would be substantial.

At this stage, further cost reductions will be increasingly
difficult for Newalta to achieve after the substantial efforts made
thus far. Therefore, its ability to strengthen its liquidity
position and financial profile depends heavily on market
conditions.

The Negative trend reflects the stretched financial profile, the
unfavourable market outlook, the increasing difficulty that would
be associated with any future cost cutting initiatives and the
expectation of a free cash flow deficit in 2016. DBRS will be
closely monitoring Newalta's liquidity position and operating
performance in the coming quarters. Cash burn at a faster pace than
expected and/or further disappointments in operating results may
lead to an additional negative rating action.


NEWLEAD HOLDINGS: No Longer Manages MT Gema Vessel
--------------------------------------------------
Newlead Shipping S.A., a wholly owned subsidiary ship-management
company of NewLead Holdings Ltd., and Stralia Maritime S.A. (the
"Owner"), the registered owning company of the vessel, MT Gema,
mutually agreed to terminate the BIMCO management agreement dated
March 10, 2014, pursuant to which Newlead provided the technical
management of the Vessel.  As of March 10, 2016, the Gema had been
redelivered to the Owner and was no longer under the management of
Newlead.  The Vessel has already been delivered to a new
ship-management company, according to a regulatory filing with the
Securities and Exchange Commission.

                   About NewLead Holdings Ltd.

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead reported a net loss attributable to the Company's
shareholders of $100 million on $12.6 million of revenues for the
year ended Dec. 31, 2014, compared to a net loss attributable to
the Company's shareholders of $158 million on $7.34 million of
revenues for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $190 million in total assets,
$300 million in total liabilities, and a $110 million total
shareholders' deficit.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2014, citing that the Company has
incurred a net loss, has negative cash flows from operations,
negative working capital, an accumulated deficit and has defaulted
under its credit facility agreements resulting in all of its debt
being reclassified to current liabilities all of which raise
substantial doubt about its ability to continue as a going concern.


OFFSHORE GROUP: Norton Rose Fulbright Okayed as Special Counsel
---------------------------------------------------------------
Vantage Drilling International (f/k/a Offshore Group Investment
Limited) sought and obtained approval from the U.S. Bankruptcy
Court to employ Norton Rose Fulbright US LLP as special counsel,
nunc pro tunc to the Petition Date.

NRF will advise the Debtors on federal and state securities laws;
will advise the Debtors with respect to the securities to be issued
by the Debtors on the Effective Date of the Plan, including a
Shareholders Agreement and various registration rights agreements;
and will engage in discussions with the Securities and Exchange
Commission regarding the Debtors' status as voluntary filers with
the SEC immediately following the Effective Date of the Plan.

Prior to the Petition Date, the Debtors entered into the
Restructuring Support Agreement with holders of (i) approximately
90% of the outstanding principal amount of the Debtors' secured
revolving credit facility and (ii) approximately 59% of the
outstanding principal amount of the Debtors' secured term loans and
secured notes. On December 3, 2015, the Debtors filed their Joint
Prepackaged Chapter 11 Plan and related disclosure statement.

The Plan contemplates the closing of the Amended and Restated
Credit Facility Agreement, and the issuance of the New Second Lien
Notes and the New Secured Convertible PIK Notes, to occur upon the
occurrence of the Effective Date of the Plan.  The Court confirmed
the Plan on January 15, 2016.

The Debtors announced on February 10, 2016, that their Plan has
become effective.

On February 19, 2016, Judge Brendan L. Shannon granted NRF's
employment.  The Debtors filed the Application on January 28,
2016.

The principal attorneys presently designated to represent the
Debtors, and their current standard hourly rates, are:

     a. Joshua P. Agrons $875 per hour
     b. Glen Hettinger $825 per hour
     c. Martin F. Doublesin $745 per hour
     d. Zahra Usmani $325 per hour

For purposes of this engagement, however, NRF has agreed to
discount the above standard rates by 10%.

Other attorneys and paralegals from NRF may from time to time also
serve the Debtors in connection with the matters described herein
with rates ranging from $500 to $1,075 for partners; from $360 to
$835 for senior associates; from $460 to $940 for senior counsel;
from $190 to $810 for counsel; from $220 to $695 for associates;
from $100 to $460 for paralegals; and from $200 to $395 for senior
paralegals.

The firm may be reached at:

     Joshua P. Agrons, Esq.
     Norton Rose Fulbright US LLP
     1301 McKinney, Suite 5100
     Houston, Texas 77010-3095

                       About Offshore Group

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

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

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

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

                           *     *     *

Offshore Group on Feb. 10, 2016, disclosed that it has
successfully
completed its prepackaged restructuring and recapitalization and
emerged from chapter 11 bankruptcy protection.  The Debtors'
prepackaged plan was confirmed by the bankruptcy judge Jan. 15,
2016.


PALMAZ SCIENTIFIC: Hires Gerbsman Partners as Investment Banker
---------------------------------------------------------------
Palmaz Scientific, Inc. and its debtor-affiliates filed an
expedited ex parte interim application to the U.S. Bankruptcy Court
for the Western District of Texas to employ Gerbsman Partners as
investment banker, nunc pro tunc to March 4, 2016.

The Debtors require Gerbsman Partners to:

   -- identify potential Prospects and distribute a Teaser and
      Confidential Information to the Prospects;

   -- coordinate putting together the "due diligence room" where
      potential interest prospects will visit for due diligence,
      once signing an accepted NDA;

   -- follow up with the Bidding process approved by the
      Bankruptcy Court to all potential interested parties;

   -- arrange presentation/due diligence meetings, after potential

      interested parties sign an NDA at the Debtor's location in
      Freemont, CA;

   -- coordinate site visits;

   -- coordinate follow-up information; and

   -- assist with the auction, sale, and closing.

Gerbsman Partners will be entitled to an engagement fee of $140,00
for the full time resources of which Steven R. Gerbsman is the lead
resource, plus expenses, plus a performance fee.

If a sale, merger, purchase of equity, asset sale, acquisition,
assumption of debt or full or partial transfer of assets, including
a full or partial transfer of contractual rights and/or
intellectual property, whether separately or in combination, is
completed for all part of Client, Gerbsman Partners will receive a
performance fee of:

   - 10% of the first $1 million transaction value; plus

   - 8% of the transaction value from $1 million to $2 million;
     plus

   - 6% of the transaction value in excess of $2 to $3 million;
     plus

   - 5% of the transaction value thereafter.

If existing creditors or their affiliates invest a minimum of 30%
with an investment group identified and qualified by the client,
then Gerbsman Partners will only earn a $100,000 performance fee.

Steven R. Gerbsman 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.

Gerbsman Partners can be reached at:

       Steven R. Gerbsman
       GERBSMAN PARTNERS
       8780 New Avenue
       Gilroy, CA 95020
       Tel: (415) 456-0628
       E-mail: steve@gerbsmanpartners.com

                      About Palmaz Scientific

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 16-50552) on
March 4, 2016.  The petitions were signed by Eugene Sprague, a
director.  The jointly administered cases are assigned to Judge
Craig A. Gargotta.

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

The Debtors engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.



PALMAZ SCIENTIFIC: Schedules Deadline Extended to March 28
----------------------------------------------------------
Palmaz Scientific Inc., et al., sought and obtained from the
Bankruptcy Court an extension until March 28, 2016, of the deadline
to file their required schedules of assets and liabilities and
statement of financial affairs.  The Debtors cited the time needed
to compile all necessary information and their limited resources as
basis for their request for an extension.  The extension is without
prejudice to the Debtors' right to seek further extensions.  

                     About Palmaz Scientific

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director.  The
Debtors estimated both assets and liabilities in the range of $10
million to $50 million.

The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.

The case is assigned to Judge Craig A. Gargotta.


PALMAZ SCIENTIFIC: Vactronix Financing Has Interim Approval
-----------------------------------------------------------
Judge Craig A. Gargotta on March 14, 2016, signed an unopposed
interim order authorizing Palmaz Scientific Inc., et al., to obtain
postpetition financing from VACTRONIX Scientific, Inc. and use
their prepetition lenders' cash collateral.

The Debtor is immediately authorized and empowered to borrow up to
the aggregate amount of $532,250; provided however, that the
Debtors will use the proceeds of the Initial Advance solely as
permitted under the DIP Facility and in accordance with the
budget.

Out of the Initial Advance, the amount of $282,250 will be paid to
Norton Rose Fulbright US LLP in care of Michael M. Parker for NRF
to hold in the IOLTA trust account for NRF as a retainer for
postpetition legal services to the Debtors; and up to $250,000 will
be paid to Palmaz Scientific Inc. upon request by Eugene Sprague on
behalf of Palmaz Scientific Inc.  

The prepetition secured parties agree to permit the Debtors to use
the prepetition collateral, including the cash collateral, during
the Interim Period, in accordance with the budget.  

A final hearing on the Debtors' DIP Financing Motion is scheduled
for April 5, 2016, at 1:00 p.m.  

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

       http://bankrupt.com/misc/Palmaz_Sc_61_Int_DIP_Ord.pdf

John Asel, former director on the board of Palmaz, said in a
declaration filed with the Court that the Debtors were unable to
obtain postpetition financing from other sources because, among
others, (a) the Debtors have no revenue, (b) the Debtors have no
profit history, and (c) the Debtors have not commercialized their
intellectual property portfolio.

As reported in the March 9, 2016 edition of the TCR, Palmaz
Scientific has arranged $2,000,000 from Vactronix Scientific.
Loans under the DIP Facility will accrue interest at the rate of
10% (increasing to 14% upon an Event of Default) per annum with all
interest due and payable on the maturity date of the DIP Facility.

The DIP Facility will mature on the earliest of:

    (a) the later of (1) 120 days after the first advance under
        the DIP Facility and (2) 60 days after a disclosure
        statement has been approved by the Bankruptcy Court;

    (b) the closing and funding of a sale of all or
        substantially all of the Borrower's property and assets
        whether pursuant to a sale or a confirmation order under
        Section 1129 of the Bankruptcy Code;

    (c) the effective date of any confirmed Chapter 11 plan of
        Borrower;

    (d) the date on which all amounts under the DIP Facility
        shall become due and payable in accordance with the Loan
        Documents; or

    (e) the date the Borrower pays the DIP Lender all amounts
        under the DIP Facility in full and terminates the DIP
        Facility.

As of the Petition Date, the aggregate amount of secured
pre-petition indebtedness was no less than $12,500,000.  Julio
Palmaz and Oak Court Partners are the Debtors' prepetition secured
parties.

                    About Palmaz Scientific

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Lead Case No. 16-50552) on
March 4, 2016.  The petitions were signed by Eugene Sprague, a
director.  The jointly administered cases are assigned to Judge
Craig A. Gargotta.

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

The Debtors engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants and Upshot Services LLC as noticing
agent.


PARAGON SHIPPING: Regains Compliance with NASDAQ Listing Rules
--------------------------------------------------------------
Paragon Shipping Inc. on March 15 disclosed that it has received a
letter from NASDAQ, indicating that the Company has regained
compliance with the $1.00 per share minimum closing bid price
requirement for continued listing on the NASDAQ Capital Market,
pursuant to the NASDAQ marketplace rules.  Since
November 11, 2015, Paragon was eligible for an additional 180
calendar day period to regain compliance.  For at least 10
consecutive business days from March 1 to March 14, 2016, the
closing bid price has been greater than $1.00. NASDAQ indicated
within its letter that since the Company has regained compliance
with Listing Rule 5550(a)(2) (the "Minimum Bid Price Rule"), this
matter is now closed.

                    About Paragon Shipping Inc.

Paragon Shipping -- http://www.paragonship.com-- is an
international shipping company incorporated under the laws of the
Republic of the Marshall Islands with executive offices in Athens,
Greece, specializing in the transportation of drybulk cargoes.
Paragon Shipping's current fleet consists of twelve drybulk vessels
with a total carrying capacity of 719,769 dwt.  In addition,
Paragon Shipping's current newbuilding contracts consist of two
Ultramax and three Kamsarmax drybulk carriers that are scheduled to
be delivered between the fourth quarter of 2015 and the first
quarter of 2016.  The Company's common shares and senior notes
trade on the NASDAQ Capital Market under the symbols "PRGN" and
"PRGNL," respectively.


PARALLEL ENERGY: No Legal Cost Reimbursement for Evercore
---------------------------------------------------------
The U.S. Bankruptcy Court has entered an amended order authorizing
Parallel Energy LP and Parallel Energy GP, LLC to employ Evercore
Group LLC as their investment banker, nunc pro tunc to the Petition
Date.

The Debtors filed on November 23, 2015, their application to employ
Evercore.  On December 15, 2015, the Court approved the request.
The Original Order expressly left open certain issues relating to
the "fees and expenses of counsel incurred in connection with
disputes relating to fees sought by Evercore for services provided
to the Debtors under the Engagement Letter".  By the terms of the
Original Order, these issues were to be resolved via agreement with
the United States Trustee at a later date.

Counsel for Evercore, the Debtors, and the United States Trustee
subsequently conferred and agreed upon an amendment to the Original
Order.  The Amendment resolves all of the remaining open issues
associated with the Original Order.

Specifically, the parties agreed -- and the Court ruled -- that,
"notwithstanding anything to the contrary in the Original Order,
Evercore's expectation that the estate will reimburse the firm for
all fees and expenses of counsel incurred in connection with
disputes relating to fees sought by Evercore for services provided
to the Debtors under the Engagement Letter, and that the fees and
expenses, if incurred, will be allowed pursuant to section 328 (a)
of the Bankruptcy Code, are not approved."

The Debtors tapped Evercore to advise with regard to their efforts
to consummate a Financing and/or Sale transaction for all or
substantially all of their assets.

The Debtors also have engaged Alvarez & Marsal North America, LLC
to act as their restructuring advisor.  Evercore has and will
continue to work closely with A&M, as well as the Debtors' other
professionals, to prevent any duplication of efforts in the course
of advising the Debtors.

Prior to the Petition Date, the Debtors hired Evercore to attempt
to sell the Debtors or a portion of their assets.  In July 2014,
the Debtors contacted Evercore and RBC Capital Markets to explore a
potential sale. Evercore and RBC contacted several parties and
received no formal bids. In December 2014, the Debtors put the
process on hold.  In April 2015, the Debtors asked Evercore and RBC
to run a new comprehensive public process to explore a potential
sale of the Debtors or a portion of their assets or to find a
potential refinancing alternative. Ultimately, no acceptable
transaction could be arranged. In September 2015, the Debtors
informed Evercore and RBC that it intended to seek a "stalking
horse" bid for a potential bankruptcy filing and section 363 sale
process. Thereafter, Evercore reinitiated discussions with select
parties that had participated in the second sales process.

In connection with the prior sales processes, during the 90 days
immediately preceding the Petition Date, Evercore received these
payments in connection with the engagement: fee payments of
$200,000 and an expense reimbursement deposit of $20,983.  Evercore
will return any excess of this expense deposit over approved
expenses.

Evercore did not receive any other payments from the Debtors during
the 90 days or one year immediately preceding the Petition Date.
As of the Petition Date, the Debtors did not owe the firm any fees
or expenses incurred prior to the Petition Date.

The Debtors have agreed to pay Evercore according to this Fee
Structure:

     (a) Monthly Fee: A monthly fee equal to $100,000 for each of
the first three months from the date of the Engagement Agreement
and $50,000 for each month thereafter, payable on execution of the
Engagement Agreement and on the 15th day of each month commencing
on the Effective Date, until the earlier of the consummation of a
Sale transaction or the termination of Evercore's engagement. 100%
of such Monthly Fees actually paid shall be credited (without
duplication) against any Success Fee payable under the Engagement
Agreement; provided that any such credit of fees contemplated by
this sentence shall only apply to the extent that all such Monthly
Fees and the Success Fee are approved in their entirety by the
Bankruptcy Court pursuant to a final order not subject to appeal
and which order is acceptable to Evercore in its reasonable
discretion.

     (b) Success Fee: A fee, payable upon the consummation of any
Sale, equal to 1.45% of the Aggregate Consideration paid in such
Sale, such Success Fee to be paid directly out of the gross
proceeds of any such Sale.

     (c) Financing Fee: A fee, payable upon consummation of any
Financing and incremental to any Success Fee, equal to 1.00% of the
gross amount of any new financing proceeds raised or committed from
any source other than the Debtors' current lenders or their
affiliates.

If a Success Fee and Financing Fee are both payable, 50% of the
lower of (a) the Success Fee and (b) the Financing Fee shall be
credited (without duplication) against the greater of the fees
actually paid; provided that any credit shall only apply to the
extent that all Success Fees and Financing Fees are approved in
their entirety by the Bankruptcy Court pursuant to a final order
not subject to appeal which order is acceptable to Evercore.

This is the disputed portion of the Fee Structure: "The Debtors
agreed to promptly reimburse to Evercore (a) all documented
reasonable expenses incurred with respect to the Engagement
Agreement or the transactions contemplated thereby (including
travel and lodging, data processing and communications charges,
courier services and other appropriate expenditures) and (b) other
documented reasonable fees and expenses incurred with respect to
the Engagement Agreement or the transactions contemplated thereby,
including expenses of counsel, if any."

The expense reimbursement may not exceed $50,000 without the prior
consent of the Debtors.

The Debtors and Evercore also agreed to certain indemnification
provisions.

Evercore may be reached at:

     Lloyd Sprung, Senior Managing Director
     Evercore Group L.L.C.
     55 East 52nd Street
     New York, NY 10055

Mr. Sprung attests that Evercore has not represented any
Parties-In-Interest in connection with matters relating to the
Debtors, their estates, assets, or businesses and will not
represent other entities which are creditors of, or have other
relationships to, the Debtors in matters relating to these Cases.

                       About Parallel Energy

Parallel Energy LP and Parallel Energy GP LLC sought Chapter 11
bankruptcy protection (Bank. D. Del. Case No. 15-12263 and
15-12264, respectively) on Nov. 9, 2015.  The petition was signed
by Richard N. Miller as chief financial officer.

The Debtors have oil and gas assets in five locations: the West
Panhandle Field (Texas), the Cargray Area (Texas), Roberts County
(Texas), Garfield County (Oklahoma), and Jefferson County
(Oklahoma).  The Debtors' workforce consists of 45 employees.

The Debtors have engaged Thompson & Knight LLP and Bayard, P.A. as
co-counsel, Alvarez & Marsal North America, LLC as financial
advisor and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.

                            *     *     *

In February 2016, Parallel Energy LP has asked the Delaware
bankruptcy court to end its case via structured dismissal now that
its $110 million sale to a Scout Energy unit has closed.  Parallel
said it has no business to run or anything of value left in its
estate.

A hearing was held March 10, 2016, on the request.  The U.S.
Trustee has balked at the request.


PARFUMS ACQUISITION: S&P Retains 'B' Rating on Upsized $290MM Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said that the 'B' rating on
Stamford, Conn.-based Parfums Acquisition Co. Inc.'s upsized $290
million senior secured term loan due 2022, which includes its new
$40 million add-on, is unchanged.  The recovery rating on the
senior secured term loan is unchanged at '3', although S&P revised
the expectation of recovery value in the event of payment default
to the high end of the 50%-70% range from the low end.  S&P expects
the proceeds of the incremental senior secured term loan to
partially fund the acquisition of a cosmetics company.  The ratings
are subject to change and assume the transaction is closed on
substantially the terms presented to S&P.

Parfums de Coeur Ltd. d/b/a PDC Brands is the issuer of the debt,
and for analytical purposes S&P views this subsidiary and the
parent as one economic entity.  All of S&P's other ratings on
Parfums, including the 'B' corporate credit rating, remain
unchanged.  The outlook is stable. Pro forma for the proposed
transaction, total debt outstanding is about $298 million.

S&P's ratings on Parfums reflect its significant debt burden and
majority ownership by a financial sponsor.  The company's credit
metrics are weak, with pro forma leverage in the mid- to high-4x
area, and S&P believes capital allocation decisions (additional
debt-financed acquisitions, for example) could restrict the company
from sustaining leverage below 5x for an extended period. S&P's
view is primarily rooted in the typical financial policies of most
financial sponsor-owned companies, which focus on generating
investment returns over short time horizons and typically operate
with high debt levels.

S&P's ratings also reflect Parfums' small scale, significant
customer concentration, and narrow business focus in the bath and
beauty industry.  Its brands generally compete in the low-priced
end of niche categories in the food, drug, and mass channels, and
in S&P's opinion have low pricing power, though certain brands,
including Dr. Teal's and the recently acquired Cantu, are
benefiting from growing brand awareness.  The company also competes
against larger beauty companies that sell through alternative
channels, and retailers such as Victoria's Secret and Bath & Body
Works, which sell their own premium brands.  These companies are
much larger and have greater financial wherewithal, which enables
them to spend more on innovation and marketing than Parfums.

The company also has a significant customer concentration with
Wal-Mart.  While S&P believes the company has had a long-term,
satisfactory relationship with Wal-Mart, the retailer has a history
of pressuring its suppliers and cutting back on orders. Any
meaningful reduction in business from Wal-Mart could significantly
weaken Parfums' profitability and credit metrics.

RATINGS LIST

Parfums Acquisition Co. Inc.
Corporate credit rating                 B/Stable/--

Issue and recovery ratings unchanged; Recovery expectations revised

Parfums de Coeur Ltd. d/b/a PDC Brands
                                         To         From
Senior secured
  $290 mil. term loan due 2022           B          B
   Recovery rating                       3H         3L


PARTY CITY: S&P Raises CCR to 'B+', Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Elmsford, N.Y.-based Party City Holdings Inc. to 'B+'
from 'B'.  The outlook is stable.

S&P also raised the issue-level rating on the company's term loan
to 'B+' from 'B'.  The recovery rating remains '4', indicating
S&P's expectation of average recovery (30%-50%, at the high end of
the range) in the event of a default.  In addition, S&P upgraded
the company's senior notes to 'B-' from 'CCC+' and left the '6'
recovery rating unchanged, indicating S&P's expectation that
noteholders could expect negligible recovery (0%-10%) in the event
of a default.

"The rating action reflects the company's better-than-expected
results for its fourth quarter and fiscal 2015," said Standard &
Poor's credit analyst Andrew Bove.  "The company's vertically
integrated business model, brand awareness-building efforts, and
customer loyalty programs continue to be a benefit to earnings and
margins.  The company's management team continues to demonstrate a
solid understanding of the party goods industry and has
consistently delivered merchandise selection and customer
experience that are appealing for its customers.  We also believe
debt repayment will continue to be a high priority of cash flow,
along with reinvesting back into the business and making small
tuck-in acquisitions.  As a result, we expect operating performance
to continue to be positive, and credit metrics will continue to
improve in fiscal 2016."

The stable outlook reflects Standard & Poor's expectation that
operating performance will remain good over the next 12 months due
to effective marketing, good brand awareness and customer loyalty,
and an increased share of shelf.  S&P also believes credit metrics
will further improve in fiscal 2016, including debt to EBITDA in
the mid- to high-4x area.

S&P could consider a positive rating action if the company
continues to grow EBITDA and repay debt, resulting in leverage
below 4.0x on a sustained basis while maintaining adequate
liquidity.

S&P could consider a negative rating action if operating
performance is meaningfully below S&P's expectations.


PEABODY ENERGY: Fitch Lowers Issuer Default Rating to 'C'
---------------------------------------------------------
Fitch Ratings has downgraded Peabody Energy Corporation's (Peabody,
NYSE: BTU) long-term Issuer Default Rating (IDR) to 'C' from 'CC'.
Approximately $8.4 billion in face amount of obligations is
affected by the rating actions.

The company has been in discussions with creditors on an out of
court restructuring, but Fitch views bankruptcy as a highly likely
risk.

The downgrade of the IDR reflects Fitch's view that default of some
kind is highly likely.  Peabody is in default of its credit
agreement given the opinion on its financial concern has a 'going
concern uncertainty' paragraph and is unlikely to comply with its
financial covenants as if March 31, 2016.  Peabody has elected to
exercise its 30 day grace period with respect to interest payments
due March 15, 2016 on the 6.5% senior unsecured notes due 2020 and
the 10% second lien notes due 2022.  All of the senior secured and
senior unsecured debt, $5.9 billion in aggregate, is now listed as
due.

Distress results from increased demands on liquidity, continued
competition in domestic markets from cheap natural gas and bankrupt
coal producers, expectation of a delayed recovery in the seaborne
metallurgical coal market from very low levels, and prospects for
further weakness in the Asia Pacific steam coal markets.

                      KEY RATING DRIVERS

Liquidity: Fitch believes that the company has sufficient cash to
support operations for roughly 18 months absent asset sales.  On
Feb. 9, 2016, Peabody drew the remaining availability under its
$1.65 billion revolving credit facility resulting in cash balances
of $778.5 million.  As of March 11, 2016, Peabody's liquidity was
$0.9 billion consisting primarily of cash and cash equivalents.

Fitch expects cash burn in 2016 and 2017 aggregating $787 million
using 2016 guidance on volumes, costs and capital expenditures.

Asset Sales: The company has agreements to sell assets in the first
quarter of 2016 for net proceeds aggregating $415 million. This
figure includes the sale of its New Mexico and Colorado assets to
Bowie Resources that was expected to close in the first quarter.
Peabody has not accounted for this asset as a discontinued item
given the uncertainty associated with completing the transaction.

Recovery Analysis: Fitch's going concern EBITDA is $650 million to
reflect long term lower volumes in the U.S., reduced overhead and
break-even conditions in Australia.  Fitch's multiple assumption is
4.5x given how much of the industry is distressed and the need for
asset valuations to incorporate assumption of asset retirement
obligations.  Fitch notes that using a 4x multiple results in an
enterprise value that is close to a liquidation value.  Fitch has
assumed a 5% concession allowance to be spread among the second
lien, unsecured and junior subordinated notes.

Capital Requirements to decline: The company's fifth annual and
final $250 million federal coal lease payment is in 2016 its fourth
annual and final Patriot Coal related VEBA payment in the amount of
$70 million is in 2017.  The company and the United Mine Workers of
America agreed to a revision of this obligation, which if approved
by the court, reduces Peabody's obligations by $70 million in 2017.


KEY ASSUMPTIONS

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

   -- 2016 Benchmark hard coking coal and Newcastle prices of
      $85/t and, $50/t respectively;
   -- Production, dividends and capital spending at guidance;
   -- Asset sales that have been announced and not delayed are
      factored into the projections.

RATING SENSITIVITIES

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

   -- Failure to pay debt service within grace periods and or
      bankruptcy filing would result in a downgrade of the IDR to
      'D';
   -- Distressed Debt Exchange would result in a downgrade of the
      IDR to 'RD'.

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

   -- Expectation of positive free cash flow generation.
   -- Liquidity enhancing activity resulting in proceeds of $500
      million in aggregate.

FULL LIST OF RATING ACTIONS

Fitch has taken these rating actions:

Peabody Energy Corporation

   -- Long-term IDR downgraded to 'C' from 'CC';
   -- Senior secured revolving credit and terms loan downgraded to

      'CCC-/RR2' from 'CCC/RR2';
   -- Senior second lien secured notes affirmed at 'C/RR6';
   -- Senior unsecured notes affirmed at 'C/RR6';
   -- Convertible junior subordinated debentures affirmed at
      'C/RR6'.


PICO HOLDINGS: Cates, Silvers Appointed to Board
------------------------------------------------
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 $664 million in assets and $434 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.

On March 18, 2016, PICO announced a Settlement with Central Square
Management LLC, whereby Andrew F. Cates and Daniel B. Silvers are
appointed to the Board.

Mr. Cates is the Managing Member of Value Acquisition Fund and
Chief Executive Officer of RVC Outdoor Destinations, a developer
and operator of outdoor resorts. He has acquired and asset managed
commercial real estate throughout the United States within various
entities, including Value Acquisition Fund, an acquisition,
development, and asset management company that he founded in 2004.
Mr. Cates is a member of the Board of Directors of Pioneer Natural
Resources Co., which is engaged in the development, exploration,
and production of oil and gas in the United States.

Mr. Silvers is the Managing Member of Matthews Lane Capital
Partners LLC, an investment firm. He currently serves on the boards
of directors of Forestar Group Inc. and India Hospitality Corp. He
has previously served on the boards of directors of International
Game Technology, bwin.party digital entertainment plc and Universal
Health Services, Inc., and previously served as President of
Western Liberty Bancorp.

"We are pleased to welcome Andy and Daniel to the PICO Board of
Directors," said John R. Hart, PICO's Chief Executive Officer.
"Their addition to our Board of Directors furthers our ongoing
efforts to expand the depth and breadth of the PICO Board with new
independent directors who will add competencies, experiences and
insights that enhance the ability of the Board to create value for
the benefit of all PICO shareholders. We believe the asset
management and real estate investment backgrounds and public
company Board experience of our newest directors will be beneficial
to PICO and our shareholders as we continue to execute on our
business plan to maximize shareholder value by returning capital to
shareholders as assets are monetized."

Kelly Cardwell, Managing Member of Central Square Management LLC,
said, "We are pleased to have worked collaboratively with the PICO
Board and management team to reach this agreement which we believe
is a good outcome for all shareholders. Given the agreement that we
have reached with PICO and the substantial changes in the
composition of the PICO Board and strategic direction that we
believe has resulted from our engagement with PICO, we stand firmly
with PICO in opposing the special meeting that Sean M. Leder is
seeking to call and have agreed to oppose the special meeting and
vote our shares against the proposals that he is seeking to bring
before a special meeting."

Messrs. Cates and Silvers stated, "We look forward to serving on
the Board of PICO as it implements its business plan to monetize
assets and return capital back to shareholders. We look forward to
working collaboratively with the rest of the PICO Board to build
upon the solid foundation that is in place."

Under the Settlement, Central Square will vote its shares in
support of PICO's slate of directors at the 2016 and 2017 annual
shareholders' meetings and will vote against Sean Leder's slate of
directors at the Special Meeting, called for May 10, 2016.

Messrs. Cates and Silvers are named to a newly-formed Strategy
Committee of the PICO Board that will monitor PICO's return of
capital to shareholders as assets are monetized, via stock
repurchases or special dividends.

Morgan, Lewis & Bockius LLP advised PICO, while Central Square.
Central Square was advised by Olshan Frome Wolosky LLP.


PLATTSBURGH SUITES: Seeks Final Decree Closing Case
---------------------------------------------------
Plattsburgh Suites, LLC at a hearing on March 23, 2016, at 10:30
a.m., will ask the U.S. Bankruptcy Court for the Northern District
of New York to enter a final decree closing its Chapter 11 case.

On Sept. 10, 2015, the Court issued an order confirming the
Debtor's First Amended Chapter 11 Plan of Reorganization dated July
24, 2015.  The Plan, which was unopposed by creditors provided that
non-insider unsecured creditors are to receive 1.5% per year for 10
years for a total distribution of 15%.

The Debtor said in a March 1, 2016 filing that the Plan has been
substantially consummated, the Deed to the Debtor's premises has
been recorded by Stabilis Fund II, LLC, postpetition payments have
all been made, the Office of the United States Trustee has been
paid for all bills issued to the Debtor, and initial payments due
under the Plan have been made.

The Debtor is complying with the Plan Confirmation Order.  IN
addition, the Debtor has made all post-confirmation payments due to
the United States Trustee for all quarters through the fourth
quarter of 2015, and will make the final payments due for the first
quarter of 2016 before entry of the Final Decree.

Stabilis Fund II, LLC has been in control of the student housing
facility at the Debtor's premises since Jan. 7, 2016.

Thus, the Debtor says that the Chapter 11 case is in a position to
be closed with the entry of a Final Decree.

                      About Plattsburgh Suites

Plattsburgh Suites, LLC, owns one parcel of real estate, an
off-campus student housing complex adjacent to SUNY Plattsburgh.
The property has been in a possession of a receiver since November
2013.

Plattsburgh Suites filed for Chapter 11 protection (Bankr.
N.D.N.Y.
Case No. 15-10077) in Albany, New York, on Jan. 16, 2015.  The
bankruptcy filing was prompted by a foreclosure action commenced
by
Stabilis Fund II, LLC, assignee of the first mortgage.

The case is assigned to Judge Robert E. Littlefield Jr.

The Debtor tapped Richard L. Weisz, Esq., at Hodgson Russ LLP, in
Albany, New York, as counsel.

In its amended schedules, the Debtor disclosed $15,700,000 in
assets and $32,088,977 in liabilities as of the Chapter 11 filing.


PLEASE TOUCH MUSEUM: City of Philadelphia to Give $550,000 Grant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved a stipulation entered into by Please Touch Museum and the
city of Philadelphia resolving claims the city has filed in the
Debtor's case.

The Water Revenue Bureau of the City filed a claim for $4,688 for
municipal charges.  The city also filed an unliquidated claim and
another claim for $638,477 related to parking taxes.

The city expresses its support for the Debtor's operations under
the reorganization plan and agrees to support the Plan.

Pursuant to the stipulation, the parties agree that the Debtor will
not object to the Water Revenue Bureau's claim.  The city agrees to
reduce the parking tax claim to $538,022 and the balance of the
claim will be waived.  The museum will pay the reduced amount
within 90 days of the effective date of the Plan.

The city also agrees to give the museum a $550,000 grant, which it
may use for general operating expenses if the Plan is confirmed and
subject to certain disclosures.  The museum will have the right to
choose to offset the reduced parking tax claim from the grant.

                  About Please Touch Museum

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

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

Judge Jean K. FitzSimon is assigned to the case.

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

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


POSITIVEID CORP: Closes $53,000 Securities Pact with Vis Vires
--------------------------------------------------------------
PositiveID Corporation closed on March 16, 2016, a Securities
Purchase Agreement with Vis Vires Group, Inc. providing for the
purchase of a Convertible Redeemable Note in the aggregate
principal amount of $53,000, according to a regulatory filing with
the Securities and Exchange Commission.

Pursuant to the Note, the Company will receive $50,000 of net
proceeds (net of legal fees).  The Note bears interest at the rate
of 8% per annum; is due and payable on Dec. 18, 2016; and may be
converted by Vis Vires at any time after 180 days of the date of
closing into shares of Company common stock at a conversion price
equal to a 35% discount of the Company's Market Price.  The Note
also contains certain representations, warranties, covenants and
events of default, and increases in the amount of the principal and
interest rates under the Note in the event of those defaults.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $8.22 million on $945,000 of revenue for the year ended
Dec. 31, 2014, compared with a net loss attributable to common
stockholders of $13.33 million on $0 of revenue for the year ended
Dec. 31, 2013.

As of Sept. 30, 2015, the Company had $1.04 million in total
assets, $10.86 million in total liabilities and a $9.82 million
total stockholders' deficit.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014.  The accounting firm noted that the
Company reported a net loss, and used cash for operating
activities of approximately $7.19 million and $2.57 million
respectively, in 2014.  At Dec. 31, 2014, the Company had a working
capital deficiency, stockholders' deficit and accumulated deficit
of approximately $8.076 million, $8.45 million and $133 million,
respectively.


PRIME GLOBAL: Incurs $149,000 Net Loss in First Quarter
-------------------------------------------------------
Prime Global Capital Group Incorporated filed with the Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of US$148,646 on US$412,749 of net total
revenues for the three months ended Jan. 31, 2016, compared to a
net loss of US$519,274 on US$537,410 of net total revenues for the
same period in 2015.

As of Jan. 31, 2016, Prime Global had US$48.25 million in total
assets, US$18.75 million in total liabilities and US$29.50 million
in total equity.

The Company said its continuation as a going concern is dependent
upon improving the profitability and the continuing financial
support from its stockholders or other capital sources.  Management
believes the existing shareholders or external debt financing will
provide the additional cash to meet the Company's obligations as
they become due.

As of Jan. 31, 2016, the Company had cash and cash equivalents of
$454,788, as compared to $934,392 as of Jan. 31, 2015.  The
Company's cash and cash equivalents decreased as a result of cash
used in operation and repayment of bank loans and repayment to
related parties.

"We expect to incur significantly greater expenses in the near
future, including the contractual obligations that we have assumed
discussed below, to begin development activities.  We also expect
our general and administrative expenses to increase as we expand
our finance and administrative staff, add infrastructure, and incur
additional costs related to cope with our development activities,
including directors' and officers' insurance and increased
professional fees," the Company stated.

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

                       http://is.gd/rNK1lP

                        About Prime Global

Kuala Lumpur, Malaysia-based Prime Global Capital Group operated in
the following three business segments during fiscal year 2014: (i)
software business (the provision of IT consulting, programming and
website development services); (ii) plantation business (including
oilseeds and castor seeds business); and (iii) its real estate
business.  In the fourth quarter of fiscal 2014, the Company
discontinued its castor seeds business in China, and in December
2014 it discontinued the software business (the provision of IT
consulting, programming and website services) in Malaysia. As a
result, the Company no longer conduct business operations in China
and anticipate winding down or otherwise selling its interests in
the following entities: Power Green Investments Limited; Max Trend
International Limited and Shenzhen Max Trend Green Energy Co Ltd.

Prime Global reported a net loss US$1.59 million for the year ended
Oct. 31, 2015, compared to a net loss of US$1.33 million for the
year ended Oct. 31, 2014.

Crowe Horwath (HK) CPA Limited, in Hong Kong, China, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Oct. 31, 2015, citing that the
Company has a working capital deficiency, accumulated deficit from
recurring net losses and significant short-term debt obligations
maturing in less than one year as of Oct. 31, 2015.  All these
factors raise substantial doubt about its ability to continue as a
going concern.


PULTEGROUP INC: Moody's Rates $1-Bil. Sr. Unsecured Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed $1
billion of senior unsecured notes due 2021 and 2026 of PulteGroup,
Inc., proceeds of which will be used to repay at maturity the $465
million of 6.5% senior unsecured notes due in May 2016. The balance
of the notes' proceeds will be used for general corporate purposes
which may include further dept repayments, share repurchases,
and/or land development. In the same rating action, Moody's
affirmed all of Pulte's existing ratings, including its Ba1
Corporate Family Rating, Ba1-PD Probability of Default, Ba1 on its
various series of senior unsecured notes due from 2016 through
2035, and SGL-1 Speculative Grade Liquidity rating. The outlook is
stable.

Assignments:

Issuer: PulteGroup, Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned Ba1(LGD4)

Outlook Actions:

Issuer: PulteGroup, Inc.

-- Outlook, Remains Stable

Affirmations:

Issuer: Centex Corporation

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1(LGD4)

Issuer: PulteGroup, Inc.

-- Probability of Default Rating, Affirmed Ba1-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed Ba1

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba1(LGD4)

RATINGS RATIONALE

The Ba1 Corporate Family Rating reflects Pulte's strong pro forma
adjusted debt leverage of 39% as of December 31, 2015, track record
of strong positive cash flow generation, healthy gross margins, and
solid interest coverage. The pro forma debt leverage of 39% will
drop back to 35% in May when Pulte pays off its maturing $465
million of notes. Our rating also takes into account the company's
disciplined land and investment strategies and its broad
geographic, product, and price point diversity.

At the same time, the Ba1 rating considers the company's
increasingly shareholder-friendly activities and its relatively
weak top-line performance in recent years compared to its peers.
However, Moody's expects revenue performance in 2016 to grow much
more substantially than in prior years as several years of land
investment amd growth in community openings come to fruition. In
addition, we expect Pulte will be spending more money on land in
the coming years, resulting in reduced cash flow generation. This
contrasts with many of its large peers, which are reducing their
land spend.

The stable outlook reflects Moody's expectation that Pulte will
continue expanding its size and scale and grow its net worth from
earnings retention over the next 12 to 18 months, which will
benefit many of its credit metrics, as the industry experiences
positive demand and pricing trends. However, the stable outlook
also recognizes that Pulte is unlikely to re-attain its former very
low debt leverage (below 30%) as it takes advantage of investment
opportunities, including returning capital to its shareholders.
Nevertheless, Moody's expects that Pulte's adjusted debt leverage
will not exceed the 40% level, which is strong for a Ba1 credit.

Pulte's very good liquidity profile is reflected in its SGL-1
Speculative Grade Liquidity rating. The company's liquidity is
supported by its $754 million unrestricted cash position as of
December 31, 2015, a $500 million unsecured revolver maturing in
July 2017 that was undrawn and had about $309 million available,
and a diversified and unencumbered lot supply of about eight years.
Pulte, however, has recently started to burn cash and will continue
to do so at least through 2016, as it accelerates its share
repurchase program and spends more on replenishing its inventory.
Pulte's Revolving Credit Facility contains financial covenants that
require it to maintain a minimum tangible net worth, a minimum
interest coverage ratio, and a maximum debt-to-capitalization
ratio. As of December 31, 2015, Pulte had substantial headroom in
maintaining compliance with all of its covenants. Near-term debt
maturities, besides the May 2016 notes, include $123 million of
7.635% senior unsecured notes due October 2017 and a $500 million
senior unsecured term loan due on January 3, 2017 (unless
extended).

The outlook and/or ratings could benefit if the company further
improves its profitability, maintains its strong liquidity, and
continues to keep debt leverage well below the 40% level.
Specifically, the upgrade triggers would include GAAP gross margins
above 28% and an adjusted EBIT interest coverage well above 6.0x -
all on a sustained basis. In addition, if the company can continue
to maintain debt leverage at or near the industry lows, that would
be given strong consideration and could offset modest shortfall
from some of the other key credit metrics. Finally, and just as
importantly, we would need to feel confident that Pulte's metrics
could withstand a financial shock and that its financial policy
would be consistent with that of a company wanting both to attain
and maintain an investment grade rating.

The rating could be downgraded if the company jeopardized its
strong liquidity position by engaging in very large land purchases
or substantial share buy-backs, experienced a material erosion in
its GAAP gross margins to below 20%, or if its debt leverage began
to increase and remained above 50%.

Founded in 1950 and headquartered in Atlanta, Georgia, Pulte is the
country's third largest homebuilder, with operations in 50 markets
and 26 states. Through its brand names that include Centex, Pulte
Homes and Del Webb, it targets entry-level buyers, move-up buyers
and active adults. Homebuilding revenues and pre-tax income for
2015 were approximately $5.8 billion and $816 million,
respectively.


PYKKONEN CAPITAL: Few Creditors Willing to Serve on Committee
-------------------------------------------------------------
The Office of the U.S. Trustee disclosed in a filing with the U.S.
Bankruptcy Court for the District of Colorado that there are "too
few" creditors who are willing to serve on the official committee
of unsecured creditors in the Chapter 11 case of Pykkonen Capital,
LLC.

Pykkonen Capital, LLC, dba Echo Mountain Resort and dba Front Range
Ski Club, based in Evergreen, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo., Case No. 16-10897) on February 5,
2016. The Hon. Joseph G. Rosania Jr. presides over the case.

Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C, serves as the
Debtor's bankruptcy counsel.  

Pykkonen Capital LLC bought the ski area in August 2012 for $1.53
million, according to county records.  In its petition, Pykkonen
Capital estimated $1 million to $10 million in both assets and
liabilities.  

The petition was signed by Nora Pykkonen, manager.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/dcb16-10897.pdf


RDIO INC: U.S. Trustee Forms 5-Member Committee
-----------------------------------------------
The Office of the U.S. Trustee appointed five creditors of Rdio
Inc. to serve on the official committee of unsecured creditors.

The committee members are:

     (1) Roku, Inc.
         Attn: Joseph Hollinger
         12980 Saratoga Avenue
         Saratoga, CA 95070

     (2) AXS Digital LLC
         Ryan E. Davis
         800 W. Olympic Blvd., Ste. 305
         Los Angeles, CA 90015

     (3) Shazam Media Services
         Antonious Porch
         52 Vanderbilt Avenue, 19th fl.
         New York, NY 10017

     (4) Universal Music Group Recording
         Joe Flores
         21301 Burbank Blvd.
         Woodland Hills, CA 91367

     (5) Mosaic Networx LLC
         Denis McCarthy
         700 Larkspur Landing Circle, Ste. 214
         Larkspur, CA 94939

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 RDIO, Inc.

Rdio, Inc. was founded in 2008 as a digital music service.  The
business operations were launched in 2010 after Rdio secured all of
the major record label rights.  Since that time, Rdio has strived
to grow into a worldwide music service, and today is in
approximately 86 countries.

Rdio, Inc. filed Chapter 11 bankruptcy petition (Bankr. N.D.
Calif., Case No. 15-31430) on Nov. 16, 2015, with a deal in place
to sell the company to Pandora Media.  The petition was signed by
Elliott Peters as senior vice president.  Judge Dennis Montali has
been assigned the case.

The Debtor estimated assets in the range of $50 million to $100
million and liabilities of more than $100 million.  

Levene, Neale, Bender, Yoo & Brill LLP serves as the Debtor's
counsel.  Moelis & Company serves as investment banker.


RICHARD SUPPLY: U.S. Trustee Forms 3-Member Committee
-----------------------------------------------------
The Office of the U.S. Trustee appointed three creditors of Richard
Supply Co. Inc. and Richard Supply Mastic Corp. to serve on the
official committee of unsecured creditors.

The committee members are:

     (1) PHC Distribution Inc.
         4140 Boul. Industrial
         Laval, QC, Canada
         H7L 6h1

     (2) Slant/Fin Corporation
         100 Forest Drive
         Greenvale, New York 11548

     (3) Greenart Plumbing Supply
         65 South Columbus Ave
         Freeport, New York 11520

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 Richard Supply

Richard Supply Co., Inc. and Richard Supply Mastic Corp. sought
protection under Chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Eastern District of New York (Central
Islip) (Case Nos. 15-70813 and 15-70816) on March 2, 2015. The
petition was signed by Marc D. Rifkin, vice president.

The cases are jointly administered under Case No. 15-70813.  The
cases are assigned to Judge Robert E. Grossman.

The Debtors are represented by Heath S Berger, Esq., at Berger,
Fischoff & Shumer, LLP.

Richard Supply Co. disclosed total assets of $345,892 and total
debts of $2.90 million.  Richard Supply Mastic disclosed total
assets of $202,910 and total debts of $1.45 million.


ROYAL ONE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Royal One, Inc.

                         About Royal One

Royal One, Inc. sought protection under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the Western
District of Pennsylvania (Pittsburgh) (Bankr. W.D. Pa., Case No.
16-20630) on February 25, 2016.

The Debtor is represented by Francis E. Corbett, Esq.  The case is
assigned to Judge Gregory L. Taddonio.


RP CROWN: Moody's Lowers CFR to Caa1, Outlook Stable
----------------------------------------------------
Moody's Investors Service downgraded RP Crown Parent, LLC's
Corporate Family Rating to Caa1, from B3, and its Probability of
Default Rating to Caa1-PD, from B3-PD.  Moody's also downgrade the
ratings for RP Crown's first lien and second-lien credit facilities
by one notch to B3 and Caa3, respectively.  The ratings have a
stable outlook.  RP Crown is the parent company of JDA Software
Group, Inc. (JDA).

                         RATINGS RATIONALE

The downgrade of the CFR to Caa1 reflects Moody's view that RP
Crown's debt levels may be unsustainable and the risk of impairment
in the capital structure will be high without a sizeable equity
infusion or reduction in debt.  While liquidity is currently
adequate, Moody's expects liquidity to be pressured by the
step-downs in leverage covenant levels which could limit access to
the revolving credit facility.  Refinancing risk is elevated given
the company's high leverage and debt maturities beginning in 2017.
The company's limited financial flexibility also constrains its
ability to make significant investments in the business and make
acquisitions.

Despite these challenges, Moody's believes that RP Crown's software
license revenues have stabilized and should grow modestly in 2016.
Moody's also expects the company's combined software license and
subscription revenues to increase by the mid to high single digit
rates in 2016.  Although cost reductions and revenue growth should
drive EBITDA growth of about 5% in 2016, RP Crown's total debt to
EBITDA will remain very high at about 9x over the next 12 to 18
months.

RP Crown's credit profile is supported by its good installed base
of software maintenance revenues.  The company has good operating
scale in the Supply Chain Management (SCM) software market and its
products continue to be well-regarded in the supply chain planning,
transportation and warehouse management segments of the SCM
software market.

The stable outlook reflects Moody's expectation that the company's
revenues, EBITDA and cash flow from operations will grow over the
next 12 to 18 months and that the company will maintain adequate
liquidity.  RP Crown's ratings could be downgraded if liquidity
erodes or if revenues or cash flow from operations decline from
prior year levels.  Moody's could upgrade RP Crown's ratings if the
company reduces debt or an equity infusion materially enhances the
company's liquidity.  The ratings could be upgraded if Moody's
believes that the company could sustain revenue growth of 3% to 5%
and total debt to EBITDA (Moody's adjusted) of less than 7x.

These ratings were downgraded:

Issuer: RP Crown Parent, LLC

  Corporate Family Rating -- Caa1, from B3

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

  $100 million Senior Secured First Lien Revolving Credit Facility

   due 2017 -- B3 (LGD3), from B2 (LGD3)

  $1,459 million (outstanding) Senior Secured First Lien Term Loan

   due 2018 -- B3 (LGD3), from B2 (LGD3)

  $650 million Senior Secured Second Lien Term Loan due 2019 –
   Caa3 (LGD 5), from Caa2 (LGD5)

Outlook actions:

Issuer: RP Crown Parent, LLC
  Outlook – Stable

RP Crown, an indirect subsidiary of RedPrairie Holding, Inc., is a
vendor of supply chain management software and services under the
JDA Software brand.  Private equity firm New Mountain Capital owns
a majority equity interest in RedPrairie Holdings, Inc.

The principal methodology used in these ratings was Software
Industry published in December 2015.



SANUWAVE HEALTH: Closes $1.5 Million Equity Financing
-----------------------------------------------------
SANUWAVE Health, Inc. announced it has closed an equity offering
with select accredited investors raising total gross proceeds of
$1.5 million.  The company expects to close on an additional amount
under the same terms by March 31, 2016, the expiration date of the
offering.

Net proceeds will be used to fund the Company's FDA submission of
its Phase III clinical trial data for treating diabetic foot ulcers
using the Company's dermaPACE device, for working capital and
general corporate purposes.

Through the equity offering, the Company issued 25 million shares
of common stock on a fully converted basis at a price of $0.06 per
share.  The Company also issued to the investors warrants to
purchase up to 25 million shares of common stock at an exercise
price of $0.08.  If exercised this would bring an additional $2
million in capital to the Company.  The warrants are immediately
exercisable and have an expiration date of March 17, 2019.

"With the support from new investors and continued support from
existing shareholders and our entire staff, we have improved our
balance sheet.  This funding increases our financial stability and
sets up clear path towards obtaining FDA approval for our dermaPACE
product," commented Kevin A. Richardson, II, Chairman and chief
executive officer of SANUWAVE.  "These additional financial
resources should provide us with the financial flexibility to
continue our operations as we prepare our FDA filing and prepare to
market dermaPACE upon approval.  Thanks to the support and
perseverance of our existing shareholders, we are now in position
to achieve our primary goal," concluded Mr. Richardson.

Newport Coast Securities acted as sole placement agent in
connection with this transaction.

                     About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

SANUWAVE Health reported a net loss of $5.97 million on $847,000 of
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $11.3 million on $800,000 of revenues in 2013.

As of Sept. 30, 2015, the Company had $1.50 million in total
assets, $6.62 million in total liabilities and a stockholders'
deficit of $5.12 million.

                        Bankruptcy Warning

"The continuation of the Company's business is dependent upon
raising additional capital before the conclusion of fourth quarter
of 2015 to fund operations.  Management's plans are to obtain
additional capital through the issuance of common or preferred
stock, securities convertible into common stock or secured or
unsecured debt, investments by strategic partner for market
opportunities, which may include strategic partnerships or
licensing arrangements or complete a joint venture, partnership or
sale of the wound product to complete the FDA trial successfully
and begin commercialization of the product in 2016.  These
possibilities, to the extent available, may be on terms that
result in significant dilution to the Company's existing
shareholders.  Although no assurances can be given, management of
the Company believes that potential additional issuances of equity
or other potential financing transactions as discussed above should
provide the necessary funding for the Company to continue as a
going concern.  If these efforts are unsuccessful, the Company may
be forced to seek relief through a filing under the U.S. Bankruptcy
Code," the Company states in the quarterly report for the period
ended Sept. 30, 2015.


SARATOGA RESOURCES: Energy Reserves Wants Case Converted to Ch. 7
-----------------------------------------------------------------
Energy Reserves Group II asks the U.S. Bankruptcy Court for the
Western District of Louisiana to convert Saratoga Resources'
Chapter 11 cases to liquidation under Chapter 7.

According to Bankruptcy Data, Energy Resources said "Considering
the Debtors' Schedules, balance sheet and cash flow reports, the
Debtors are clearly insolvent . . . as of August 3, 2015, when the
price of oil was approximately $45 per barrel, the Debtors reported
more than $200 million of liabilities and approximately $98 million
of assets. Since that time, the price of oil has further fallen . .
. The Debtors have been in continuing default of their interest
payment obligations on the Second Lien Notes since December 31,
2014. Further, the trading prices for the Debtors' equity and
secured debt reflect the market's view that the Debtors are
hopelessly insolvent. The cash flow generated by the Debtors is
grossly insufficient to satisfy the Debtors' administrative
obligations; much less the Debtors' secured debt obligations. To
the extent they are not already, the risk is high that the Debtors
will soon become administratively insolvent. It is indisputable
that the Debtors' equity holders will not receive any material
distribution and that the holders of the Second Lien Notes will be
significantly impaired. The Debtors have not proposed a plan or
disclosure statement, nor have they indicated when they could do
so. All of these facts lead to only one feasible conclusion: these
cases must be converted to chapter 7."

As previously reported by the Troubled Company Reporter, Saratoga
Resources is seeking control of its fate, asking the Bankruptcy
Court to extend the periods within which it has the exclusive right
to propose a reorganization plan through April 15, 2016, and to
solicit acceptances of a plan through June 15, 2016.  There's a
hearing on the Debtor's request on April 5.

                     About Saratoga Resources

Saratoga Resources -- http://www.saratogaresources.com-- is an    

independent exploration and production company with offices in
Houston, Texas and Covington, Louisiana.  Principal holdings cover
approximately 51,500 gross/net acres, mostly held by production,
located in the transitional coastline and protected in-bay
environment on parish and state leases of south Louisiana and in
the shallow Gulf of Mexico Shelf.  Most of the company's large
drilling inventory has multiple pay objectives that range from as
shallow as 1,000 feet to the ultra-deep prospects below 20,000
feet in water depths ranging from less than 10 feet to a maximum
of approximately 80 feet.

Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their
affiliated debtors sought protection under Chapter 11 of the
Bankruptcy Code on June 18, 2015.  The lead case is In re Harvest
Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.).

The Debtors are represented by William H. Patrick, III, Esq., at
Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans,
Louisiana.


SEARS HOLDINGS: Fitch Retains 'CC' LT IDR Over New $750MM Loan
--------------------------------------------------------------
Sears' intention to obtain a new senior first-lien secured term
loan facility of up to $750 million due 2020 does not improve the
company's liquidity position versus 2015 or change its credit
story, according to Fitch Ratings. However, the $750 million new
term loan will help to offset the April 2016 reduction of the
credit facility during the third quarter peak borrowing season.

Proceeds from the term loan will have to be used to reduce
borrowings under its $3.275 billion asset-based revolving credit
facility as the company's ability to issue incremental debt secured
by receivables and inventory - which governs the borrowing base
that determines the borrowing capacity on its existing credit
facility, after netting out the first lien term loan and second
lien secured notes - has been limited given the significant
reduction in working capital over the past few years.

This has been exemplified over the past few quarters with total
availability under its $3.275 billion revolver restricted to $1.8
billion in the fourth quarter of 2015 (and $2.3 billion at seasonal
working capital peak at 3Q15) after the effect of the springing
fixed charge coverage ratio covenant and the borrowing base
limitation.

However, Fitch notes that the current credit facility size is
$3.275 billion until April 2016, at which point $1.304 billion will
expire and $1.971 billion will extend until 2020. The issuance of
the $750 million term loan would ensure that at seasonally peak
working capital needs around the holiday season, Sears' liquidity
between the downsized credit facility of $1.971 billion and the
$750 million term loan at around $1.8 billion (after giving effect
to minimum excess availability and $650 million in letters of
credit outstanding) remains essentially unchanged to third quarter
2015.

Key Rating Drivers

Sears reported 2015 EBITDA of negative $837 million on negative
comparable store sales of 9.2%. Fitch expects comps to be in the
negative mid-single digit range in 2016 and 2017, with top-line
declining potentially in the high single-digit range as Sears
continues to close stores. As a result, Fitch expects 2016 EBITDA
to be in the negative $800 million to $1 billion range, even
assuming cost reductions as targeted of $550 million to $650
million.

Significant Cash Burn: Sears' 2015 year-end liquidity was
approximately $550 million, comprised of $238 million in cash plus
availability under its domestic credit facility of $316 million.
This is in spite of raising $3.1 billion through asset sales in
2015.

$2.2 Billion to $2.5 Billion Liquidity Needed in 2016: Sears'
interest expense, capex and pension plan contributions are expected
to total $800 million annually in 2016 and 2017. Together with
Fitch's negative EBITDA expectation and assuming no material swings
in working capital leads to cash burn (CFO after capex and pension
contributions) of $1.6 billion-$1.8 billion in 2016.

Sears also needs to fund seasonal working capital needs with
inventory expected to range from $6.0 billion-$6.2 billion at
holiday peak from $5.2 billion at the end of the fourth quarter of
2015 (4Q15). This suggests $550 million to $700 million is required
to fund working capital assuming payables to inventory ratio of
30%-35%, which can be funded between the $2 billion credit facility
and the new term loan. Therefore, post the $750 million term loan
issuance, the company would still need to raise $1.5 - $1.75
billion to fund 2016 operations.

Shrinking Assets Fund Operations: Sears injected $3.1 billion in
liquidity in 2015, with $429 million from real estate joint
ventures (JVs) related to 31 stores and $2.7 billion from the
sale-leaseback transaction with Seritage Growth Properties
(Seritage), in which it sold 235 owned properties and its 50%
interest in the JV. This is on top of the $6.8 billion (including
expense and working capital reductions and debt-financing
activities) between 2012 and 2014 to fund ongoing operations given
material declines in internally generated cash flow.

Potential Sources of Liquidity: Sears still owns and could monetize
268 unencumbered Kmart discount and Sears full-line mall stores
(this excludes 125 Sears full-line mall stores in a
bankruptcy-remote vehicle and 26 specialty stores). If the
unencumbered real estate was valued at a similar price per square
foot as the 235 properties sold under the Seritage transaction,
Fitch estimates Sears could generate an additional $2.6 billion in
proceeds. However, the remaining portfolio could be of lower value
if the stores are in smaller markets or declining malls, and there
could be restrictions on the sale of some of these properties based
on mall operating covenants. There could also be value in
below-market leases, but the potential proceeds are difficult to
estimate. The company could also separate its Sears Auto Center
business.

RATING SENSITIVITIES

Negative Rating Action: A negative rating action could result if
Sears is unable to inject the needed liquidity to fund ongoing
operations.

Positive Rating Action: A positive rating action could result from
a sustained improvement in comps and EBITDA to a level where the
company is covering its fixed obligations. This is not anticipated
at this time.

Fitch currently rates Sears as follows:

Sears Holdings Corporation
-- Long-term Issuer Default Rating (IDR) 'CC';
-- $302 million second-lien secured notes 'CCC+/RR1';
-- $625 million unsecured notes 'C/RR6'.

Sears, Roebuck and Co.
-- Long-term IDR 'CC'.

Sears Roebuck Acceptance Corp.
-- Long-term IDR 'CC';
-- Short-term IDR 'C';
-- Commercial paper 'C';
-- $3.275 billion secured bank facilities ($1.304 billion due
    April 8, 2016 and $1.971 billion secured bank facility due
    July 20, 2020) 'CCC+/RR1' (as co-borrower);
-- $980 million first lien term loan 'CCC+/RR1' (as co-borrower);
-- Senior unsecured notes 'CC/RR4'.

Kmart Holding Corporation
-- Long-term IDR 'CC';

Kmart Corporation
-- Long-term IDR 'CC';
-- $3.275 billion secured bank facilities ($1.304 billion due
    April 8, 2016 and $1.971 billion secured bank facility due
    July 20, 2020) 'CCC+/RR1' (as co-borrower);
-- $980 million first lien term loan 'CCC+/RR1' (as co-borrower).



SEDGWICK CLAIMS: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned B3 corporate family and
B3-PD probability of default ratings to Sedgwick Claims Management
Services, Inc. ("SCMS"), and has withdrawn the B3 corporate family
and B3-PD probability of default ratings from the group's
predecessor holding company ("Sedgwick Inc. (Old)") because the
latter was merged into SCMS in 2014. The rating outlook is stable.

RATINGS RATIONALE

SCMS is an indirect wholly-owned subsidiary of Sedgwick, Inc.
(together with its subsidiaries, "Sedgwick"). Sedgwick's ratings
reflect its status as the largest US third-party claims service
provider (according to Business Insurance, based on 2014 gross
revenue), its diverse customer base, product line and geographic
spread in the US, and its strong historical organic revenue growth.
As a service provider to US corporations, insurance companies and
self-insured entities, Sedgwick benefits from stable earnings based
on long-term contracts with clients, relatively high switching
costs faced by clients, a stable cost structure, and the lack of
exposure to insurance underwriting risk. These strengths are offset
by the company's substantial financial leverage and low interest
coverage as well as exposure to errors and omissions claims, a risk
inherent in professional services. Moody's expects that Sedgwick
will continue to pursue a combination of organic growth and
acquisitions, the latter giving rise to integration and contingent
risks.

Factors that could lead to an upgrade of Sedgwick's ratings
include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex)
coverage of interest exceeding 2x, and (iii) free-cash-flow-to-debt
ratio exceeding 4%.

Factors that could lead to a downgrade include: (i) debt-to-EBITDA
ratio exceeding 7.5x, (ii) (EBITDA - capex) coverage of interest
below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%.

Moody's has assigned the following ratings to Sedgwick Claims
Management Services, Inc.:

Corporate family rating B3;

Probability of default rating B3-PD.

The following debt ratings and loss given default ("LGD")
assessments at Sedgwick Claims Management Services, Inc. were not
affected:

$125 million first-lien revolving credit facility at B1 (LGD2);

$1,069 million (amount outstanding) first-lien term loan at B1
(LGD2);

$635 million second-lien term loan at Caa2 (LGD5).

Moody's has withdrawn the following ratings of Sedgwick Inc.
(Old):

Corporate family rating B3;

Probability of default rating B3-PD.

Sedgwick is one of the largest claims service providers in the US.
The company processes claims for a wide range of insurance product
lines including workers' compensation, general liability, and
disability. For the 12 months through September 2015, Sedgwick
generated revenues of about $1.6 billion.


SENSUS USA: S&P Rates New $700MM Secured Credit Facilities 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level ratings and '3' recovery ratings to the company's
proposed $700 million senior secured credit facilities.  The '3'
recovery rating signifies S&P's expectation for meaningful
(50%-70%; higher end of the range) recovery in a default scenario.
At the same time, S&P affirmed its 'B' corporate credit rating and
all other ratings on the company.  The outlook is stable.

The facilities will consist of a $75 million revolving facility due
2021 and a $625 million first-lien term loan due 2023.  S&P expects
Sensus to use the proceeds from the new credit facilities to
refinance its existing first- and second-lien loans, due in May
2017 and May 2018, respectively.  The terms of the credit agreement
will allow for incremental loan commitments of up to $100 million,
provided that pro forma secured leverage does not exceed a certain
ratio.

"The affirmation reflects our view that this refinancing
transaction will have an essentially neutral effect on debt
leverage (excluding transaction fees) and that the company's credit
measures, covenant headroom, and liquidity will all be sufficient
for the ratings during the next year," said Standard & Poor's
credit analyst James Siahaan.

Pro forma for the refinancing, S&P estimates that Sensus' adjusted
debt to EBITDA was only slightly greater than 5x at March 31, 2016.
Sensus' earnings deteriorated in fiscal 2016 because of the
absence of a large software shipment that occurred in the prior
year, but S&P expects results to be relatively stable during this
year and the next, allowing for an adjusted debt to EBITDA ratio at
the stronger end of the 5x-6x range S&P expects for the ratings.

The outlook is stable.  While Sensus' revenue and earnings fell
during its fiscal year ended March 31, 2016 from the absence of a
meaningful one-time software shipment in the prior year, S&P
nonetheless expects the company's operating and financial
performance to result in an adjusted debt to EBITDA ratio of
roughly 5x in the coming year, which is consistent with the 5x-6x
range S&P expects for the ratings.  S&P also expects Sensus to
maintain adequate liquidity.


SOMERSET PROPERTIES: Seeks Final Decree Closing Case
----------------------------------------------------
Somerset Properties SPE, LLC, asked the U.S. Bankruptcy Court for
the Eastern District of North Carolina to enter a final decree
closing its Chapter 11 case, saying that:

  1. It has commenced distributions under the Plan.
  2. There has been an assumption by Debtor under the Plan.
  3. It is current on Plan Payments.
  4. It has filed a Final Report.

                     About Somerset Properties

Raleigh, North Carolina-based Somerset Properties SPE, LLC, owns
six office buildings in Raleigh, North Carolina.  The Company
filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C.
Case No. 10-09210) on Nov. 8, 2010.  William P. Janvier, Esq., at
Janvier Law Firm, PLLC, in Raleigh, N.C., represents the Debtor as
bankruptcy counsel.  The law firm of Blanchard, Miller, Lewis &
Isley, P.A., in Raleigh, N.C., is the Debtor's special counsel.
The Company disclosed $36.50 million in assets and $28.83 million
in liabilities as of the Chapter 11 filing.


SPORT AUTHORITY: Moody's Cuts Probability of Default Rating to D-PD
-------------------------------------------------------------------
Moody's Investors Service downgraded Sport Authority Inc.'s
Probability of Default Rating to D-PD from Ca-PD/LD. The downgrade
was prompted by Sport Authority's March 2, 2016 announcement that
it had initiated Chapter 11 bankruptcy proceedings. The outlook was
changed to stable from negative.

RATINGS RATIONALE

Subsequent to the actions, Moody's will withdraw the ratings due to
Sport Authority's bankruptcy filing.

The following ratings were downgraded and will be withdrawn:

Probability of Default Rating to D-PD from Ca-PD/LD

The following ratings were affirmed and will be withdrawn:

Corporate Family Rating at Ca

$300 Million Senior Secured Term Loan B due 2017 at Ca (LGD3)

The outlook has been changed to stable from negative.

The Sports Authority, Inc. is a full-line sporting goods retailer
operating 470 stores in 41 states and Puerto Rico. Revenues
exceeded $2.6 billion for the twelve months ended October 31, 2015.
The company is owned by private equity firm Leonard Green &
Partners, L.P.


STELLAR BIOTECHNOLOGIES: Stockholders Elect 6 Directors
-------------------------------------------------------
Stellar Biotechnologies, Inc., held its 2016 annual general meeting
of shareholders on March 17, at which the shareholders:

   (a) elected Frank R. Oakes, David L. Hill, Mayank D. Sampat,
       Daniel E. Morse, Gregory T. Baxter and Tessie M. Che as
       directors to serve until the Company's annual general
       meeting of shareholders to be held in 2017 or until their
       successors are duly elected and qualified; and

   (b) approved the appointment of Moss Adams LLP as the Company's
       auditors and independent registered public accounting firm

       for the ensuing year.

                         About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies reported a net loss of $8.43 million for
the year ended Aug. 31, 2014, a net loss of $14.5 million for the
year ended Aug. 31, 2013, and a net loss of $5.52 million for the
year ended Aug. 31, 2012.  Stellar Biotechnologies reported a net
loss of $2.84 million on $758,689 of revenues for the year ended
Sept. 30, 2015.

As of Dec. 31, 2015, the Company had $10.35 million in total
assets, $723,675 in total liabilities and $9.63 million in total
shareholders' equity.


SUNRISE REAL ESTATE: Incurs $1.4M Net Loss in 2nd Qtr. 2014
-----------------------------------------------------------
Sunrise Real Estate Group, Inc. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.36 million on $1.48 million of net revenues for the
three months ended June 30, 2014, compared to net income of $1.27
million on $4.48 million of net revenues for the same period in
2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $2.08 million on $4.20 million of net revenues compared to
a net loss of $57,219 on $6.60 million of net revenues for the six
months ended June 30, 2013.

As of June 30, 2014, Sunrise Real had $73.06 million in total
assets, $72.22 million in total liabilities and $836,582 in total
shareholders' equity.

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

                     http://is.gd/Qbltb3

                   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.

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.


SUNRISE REAL ESTATE: Incurs $656,000 Net Loss in Q3 2014
--------------------------------------------------------
Sunrise Real Estate Group, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $656,030 on $2.56 million of net revenues for the
three months ended Sept. 30, 2014, compared to a net loss of
$966,428 on $2.67 million of net revenues for the three months
ended Sept. 30, 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $2.73 million on $6.77 million of net revenues compared
to a net loss of $1.02 million on $9.27 million of net revenues for
the same period in 2013.

As of Sept. 30, 2014, Sunrise Real had $89.05 million in total
assets, $87.18 million in total liabilities and $1.87 million in
total shareholders' equity.

As of Sept. 30, 2014, the Company's principal sources of cash were
revenues from its agency sales and property management business,
new bank loan and promissory notes, and advances from directors.
Most of the Company's cash resources were used to fund its property
development investment and revenue related expenses, such as
salaries and commissions paid to the sales force, daily
administrative expenses and the maintenance of regional offices,
and the repayments of its bank loans, promissory notes and advances
from directors.

The Company ended the period with a cash position of $5,572,332.

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

                        http://is.gd/PFPhe7

                     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.

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.


SUPERVALU: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which SuperValu is a
borrower traded in the secondary market at 95.66
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.95 percentage points from the
previous week.  SuperValu pays 350 basis points above LIBOR to
borrow under the $1.485 billion facility. The bank loan matures on
March 21, 2019 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 11.


SURGERY PARTNERS: Moody's Retains B3 CFR on Proposed Add-On
-----------------------------------------------------------
Moody's Investors Service commented that the increase in Surgery
Center Holdings, Inc.'s senior secured first lien term loan due
2020 to approximately $941 million is modestly credit negative.
However, there is no impact on the ratings of the company,
including the B3 Corporate Family Rating and B3-PD Probability of
Default Rating.  The incremental $80 million will fund two
acquisitions, which include an ambulatory surgical center and a
physician practice.

Surgery Center Holdings, Inc. headquartered in Nashville, TN, is an
operator of short stay surgical facilities and physician practices
in 29 states.  The surgical facilities, which include ASCs and
surgical hospitals, primarily provide non-emergency surgical
procedures across many specialties, including, among others,
cardiology, gastroenterology, ophthalmology, orthopedics and pain
management.  In addition to surgical facilities, Surgery Partners
also provides ancillary services including physician practice
services, anesthesia services, a diagnostic laboratory, a specialty
pharmacy and optical services.


TITAN INT'L: Moody's Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service changed the rating outlook of Titan
International, Inc. to negative from stable. At the same time,
Moody's affirmed the company's Corporate Family Rating ("CFR") and
Probability of Default Rating at B3 and B3-PD, respectively.
Concurrently, the rating on the company's senior secured notes due
2020 was affirmed at B3. The outlook change to negative from stable
is largely driven by uncertainty around the company's end-markets
and its ability to limit further credit deterioration. Moody's
expects operating performance to remain challenged because of lower
demand for large tires used in agriculture, construction and
mining. Another concern is the risk of a potential deterioration in
liquidity if industry conditions continue to worsen.

The company's Speculative Grade Liquidity ("SGL") rating was
affirmed at SGL-3 reflecting the expectation that the company will
maintain an adequate, albeit somewhat weaker, liquidity profile
over the next 12 months. The company's liquidity is largely
supported by cash balances of approximately $200 million at
December 31, 2015 (with nearly $58 million held in foreign
countries) and availability on its asset-backed revolving credit
facility (ABL), which has nearly $68 million of availability at
December 31, 2015 due to borrowing base limitations. Moody's
believes the company also has the option to sell assets to help
finance repayment of $60.2 million of convertible senior
subordinated notes that come due in January 2017.

According to Moody's AVP-Analyst Brian Silver, "It's hard to say
when and to what extent commodity-related end markets will recover.
A downgrade to the Caa rating category will occur if Titan's
liquidity weakens beyond our expectations or if credit metrics do
not strengthen from current levels within a reasonable timeframe."

Titan International, Inc.:

Ratings affirmed:

-- Corporate Family Rating at B3

-- Probability of Default Rating at B3-PD

-- Speculative Grade Liquidity Rating at SGL-3

-- $400 million senior secured notes due 2020 at B3 (LGD3 from
LGD4)

Outlook action:

-- Outlook, changed to Negative from Stable

RATINGS RATIONALE

Titan International's B3 CFR reflects the company's very high
leverage, weak interest coverage, highly cyclical end-markets,
moderate size in terms of revenues, and risks related to its global
geographic expansion. Credit metrics have been pressured by lower
demand in its agricultural and mining end-markets, which account
for over one-half and one-third of FY15 total revenues,
respectively, together with a product mix-shift toward lower margin
products and unfavorable exchange rate variances. These factors
have been partially offset by lower raw material input costs and
ongoing cost-reduction initiatives, highlighted by meaningful
employee headcount reductions and improved operational and
manufacturing efficiencies. We believe that the company's credit
profile at the B3 rating level can withstand a few more quarters of
very elevated leverage for the rating category, supported by the
expectation that the company will maintain adequate liquidity to
manage through the current cyclical downturn in its end-markets
while conservatively managing its capital structure. The company
has a $60 million convertible note maturity in January 2017, and if
earnings performance and cash flow generation do not improve, the
ratings could face pressure driven by heightened liquidity
concerns. The company continues to take actions to reduce costs to
better align its business with current industry conditions and
revenue levels.

The negative outlook is based on uncertainty around whether the
company's cost-cutting initiatives will be able to keep pace with
challenging end-market conditions, and whether adequate liquidity
can be maintained throughout the duration of the downturn.

The ratings could be downgraded if the company's liquidity profile
weakens, if credit metrics do not improve from current levels over
the next few quarters, if business conditions continue to
deteriorate, or if the company undertakes a debt-funded acquisition
or shareholder action that further weakens the company's credit
profile. More specifically, if debt-to-EBITDA is sustained above
9.0 times, EBITA margins do not improve, or EBIT-to-interest
remains negative the ratings could be downgraded. Alternatively,
although unlikely in the near-to-intermediate term, the ratings
could be upgraded if the company's operating performance improves
such that debt-to-EBITDA falls below 5.5 times and EBIT-to-interest
strengthens above 1.5 times.

Titan International, Inc. is a manufacturer of wheels, tires and
assemblies for off-highway vehicles. End markets served are
agricultural (52% of FY15 revenues) earthmoving/construction (36%
of FY15 revenues); and consumer (12% of FY15 revenues). Titan
produces tires primarily under the Titan and Goodyear brand names.
For the fiscal year ended December 31, 2015, Titan reported
approximately $1.4 billion of revenues.


TPC GROUP: Moody's Affirms B3 CFR & Revises Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed TPC Group Inc.'s B3 Corporate
Family Rating and B3-PD probability of default rating (PDR), but
revised the rating outlook to negative.  Moody's also affirmed the
B3 rating on TPC's $805 million senior secured notes due 2020. The
negative outlook reflects that the worsened low oil and gasoline
price environment will be protracted and delay improvement in
earnings from both the C4 business segment and Performance Products
segment.  Moody's expects modest improvement in earnings
performance in 2016 through reduced spending and increased
reliability of the dehydrogenation facility, however due to margin
compression profitability will not meaningfully increase without
oil and gasoline price increases.  Moody's believes that new
management's more transparent communication, aggressive
restructuring program, liquidity enhancements, and emphasis on
operational reliability and efficiency, are positive developments
and are important to the rating.

Moody's took these actions:

TPC Group Inc.
  Ratings outlook revised to Negative

Ratings affirmed:

TPC Group Inc.
  Corporate Family Rating - B3
  Probability of Default Rating - B3-PD
  $805 million 8.75% Gtd senior secured notes due 2020 at B3
   (LGD4)

                         RATINGS RATIONALE

TPC's B3 reflects the profitability compression resulting from the
precipitous decline in oil and gasoline prices combined with the
unanticipated downtime at the new dehydrogenation facility, which
negatively impacted 2015 results versus expectations.  The ratings
are pressured by TPC's exposure to commodity price volatility and
its resulting inability to control performance.  The ratings also
reflect the weakness in the C4 business segment that significantly
reduces its earnings contribution and results in high reliance on
the Performance Products business segment and the new
dehydrogenation facility therein.  High leverage weighs on the
rating, Moody's expects TPC's Debt/EBITDA to end FY 2016 around
9.0x.  Current leverage of over 11.0x for the LTM ending December
31, 2015 is higher than anticipated due to the poor fourth quarter
results, which were impacted by outages at the dehydrogenation
facility and the significant decline in gasoline prices that
compressed margins.  Notwithstanding the recent uptick in oil and
gasoline prices, the first quarter of 2016 will be similarly
impacted from production downtime and compressed margins.

Raw material and earnings declines have also pressured liquidity,
however the new unrestricted $50 million equity line, and potential
non-core asset sales, should provide enough funding to support
adequate liquidity over the next 12-18 months under any reasonable
scenario.  The implementation of the $50 million delayed draw term
loan also provides additional funds, but its availability can be
limited in the event of operational outages and/or increases in
leverage.

The company's rating is supported by its Performance Products (PP)
segment, which is aided by the new dehydrogenation facility that
uses low-cost and plentiful isobutane, found in natural gas, to
produce isobutylene.  The company has 7% EBITDA margins, which
Moody's anticipates will approach 10% as the dehydrogenation
facility begins to operate reliably.  Moody's expects the company
to generate positive free cash flow in FY 2016 following the
completion of the capital spending on the dehydrogenation unit,
which will contribute meaningfully to earnings.  TPC's operational
plan for 2016 which targets over $100 million in earnings and
liquidity improvements, including reduced spending and non-core
asset sales, also supports the rating.  Improved management
communication and transparency, operating reliability, and
additional efficiency programs are also viewed positively.

TPC's adequate liquidity reflects its low cash balance of $4.9
million, approximately $41 million cash flow from operations
(reported for the twelve months ended Dec. 31, 2015,), and
expectations for positive free cash flow generation in 2016.  TPC's
liquidity position is supported by $25.8 million in availability
under the $250 million asset-backed revolving credit facility due
2017 ($73 million drawn, Dec. 31, 2015).  As a result of the lower
oil price impact on accounts receivable and inventory, availability
under the ABL revolver has significantly decreased.  In response to
the decrease in liquidity, TPC entered into a 3-year $50 million
delayed draw Term Loan due January 2019 secured by the Performance
Products' dehydrogenation / MTBE assets that do not secure the
senior secured notes due 2020.  Borrowings under the new delayed
draw facility are limited by a 3x EBITDA calculation on 6-months
(annualized) production at the dehydrogenation / MTBE assets as
well as a run-time requirement. As of March 2016, TPC has drawn $25
million on the facility and the company could have limited
additional availability given the fourth quarter and first quarter
outages at the dehydrogenation / MTBE plant.  In March, the company
also announced that it has secured a committed unrestricted $50
million equity line from its private equity owners, which will be
available at the end of March 2016 to further support liquidity.
Additionally, TPC's announced restructuring program includes cost
reductions, capital spending cuts, and the possible sale of assets
which will raise funds to be used for liquidity enhancement and
debt reduction.  As TPC progresses into 2016, Moody's expects
overall liquidity to improve from better dehydrogenation facility
production and capital spending reductions, which will enable the
company to generate positive free cash flow.

The negative outlook reflects the worse than expected fourth
quarter 2015 results as well as the markedly lower oil and gasoline
price environment, which could be protracted, that compresses
margins and has reduced earnings expectations for 2016. Despite
recent increases in crude oil and gasoline prices, subsequent price
declines could put margins under more pressure, even though
management is focused on the operational reliability of the
dehydrogenation unit, as well as cost reduction efforts across the
company.  The negative outlook assumes that earnings will recover
gradually and liquidity will improve in 2016 through managements
aggressive restructuring actions.  The outlook could be stabilized
if management meaningfully reduces debt and progresses toward
achieving leverage under 7.0x.

There is limited upside to the rating due to the company's elevated
leverage metrics and negative free cash flow generation. Moody's
would consider an upgrade once leverage was sustainably below 5.5x,
positive Retained Cash Flow/Debt was maintained above 8%, and
liquidity above $100 million was sustained.  Conversely, the
ratings could be downgraded if TPC fails to generate over $25
million of free cash flow in 2016, does not reduce total debt, or
fails to demonstrate a favorable deleveraging trend.  The ratings
would also be downgraded if TPC experiences any significant
operating downtime or a liquidity shortfall.

The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.

TPC Group Inc. is a processor of crude C4 hydrocarbons (primarily
butadiene, butene-1, isobutylene), differentiated isobutylene
derivatives and nonene and tetramer.  For its product lines, TPC is
the largest independent North American producer.  The company
operates three Texas-based manufacturing facilities in Houston,
Baytown, and Port Neches.  Revenues were approximately $1.2 billion
for the twelve months ended Dec. 31, 2015.  TPC is owned by private
equity funds managed by First Reserve Management, L.P. and SK
Capital Partners.


TPF GENERATION: Moody's Affirms B2 Rating on Sr. Sec. Term Loan
---------------------------------------------------------------
Moody's Investors Service changed the rating outlook at TPF
Generation Holdings LLC (TPF Gen or Borrower) to negative from
stable reflecting the Borrower's financial underperformance owing
primarily to weak merchant energy margins and related cash flow.
Concurrent with this outlook change, Moody's affirmed the B2 rating
on TPF Gen's senior secured term loan B due in December 2017 (about
$414.0 million currently outstanding) and the B1 rating on the $30
million senior secured working capital facility due in May 2017.

TPF Gen owns 1,380 MW of generating capacity with the largest plant
being the High Desert Power Project (High Desert), an 830 megawatt
(MW) combined-cycle natural gas-fired facility in Victorville, CA.
The remaining portfolio is in PJM and includes the 300 MW Big Sandy
peaker plant (Big Sandy) located in West Virginia and the 250 MW
Wolf Hills Energy plant (Wolf Hills), also a peaker, located in
Virginia.

                        RATINGS RATIONALE

The change in rating outlook to negative reflects TPF Gen's
exposure to cash flow volatility as a largely merchant generator,
financial underperformance owing to low natural gas and power
prices resulting in low energy margins, some asset concentration
risk from its High Desert investment, weak financial metrics and
higher refinancing risk.

Moody's understands that TPF Gen's current owner, Tenaska Power
Fund, L.P., is planning to sell its interest in the portfolio to a
fund managed by Avenue Capital Group.  Moody's views the sale of
TPF Gen to Avenue Capital as a credit neutral event, and in and of
itself, the planned change in ownership has no impact on the
Borrower's rating or outlook.  To be clear, today's rating action,
which affirms the ratings and changes the rating outlook to
negative relates entirely to the Borrower's historical and
prospective financial performance and does not relate to the
proposed change in ownership.

Specifically, TPF Gen experienced a more than 50% drop in CFADS in
2015 compared to Moody's expectations in its base case,
particularly from the High Desert project in California as the
Moody's base case had assumed higher natural gas prices and SP-15
power prices in California.  Additionally, pricing received at High
Desert for bilateral resource adequacy (RA) contracts has remained
flat and continues to be on a one-year forward basis, leaving High
Desert and TPF Gen very dependent upon merchant energy margins in
California's SP-15 region, which have also been lower than expected
due primarily to low natural gas prices.  Other factors impacting
SP-15 prices include continued penetration of renewable resources
as well as tepid demand owing to energy efficiency initiatives.

On a more positive note, TPF Gen's peaking units in PJM have been
able to clear the recent 2016/17 Capacity Performance Transition
Incremental Auction at a price of $134.00/MW-day, which is
significantly higher than the RPM Base Residual Auction price of
$59.37/MW-day for the same capacity year.  This is expected to
result in an improvement in revenues and cash flow from these
peakers and will help to offset weaker results in California.
Additionally, these assets cleared in the 2017/2018 at $
120.00/MW-day and 2018/2019 at $164.77/MW-day, which provides
visibility into future cash flows. In fact, we calculate that under
most scenarios the cash flow from the PJM assets alone is
sufficient to cover debt service assuming that the cash flow from
High Desert is at least break even.  As such, Moody's belief that
cash flow from the PJM peakers will be able to cover TPF Gen's
annual debt service under most situations is a key factor in
Moody's decision to affirm TPF's Gen's rating for its senior
secured term loan at B2.

That said, the financial performance of the predominantly merchant
profile results in certain key financial metrics scoring in the Caa
category under the Power Generation Projects methodology.  TPF
Gen's debt service coverage ratio for 2014 and 2015 was about 1.0x,
based on Moody's calculation of that ratio.  Management's
calculation was much higher at over 2.0x because it includes the
liquidity reserve of $28 million as well as unrestricted cash.
Also, the funds from operations (FFO)-to-debt is below 5%, which
maps to a Caa rating category.

In addition, refinancing risk is increasing because TPF Gen has not
been able to sweep as much cash as expected.  The term loan B
matures in December 2017, and it will need to be refinanced in a
potentially weak merchant pricing environment.  The outstanding
term loan balance at 9/30/15 was about $414.0 million (including
the current portion).  Under the Moody's base case, the expected
debt balance in 2015 was not materially different (closer to $400
million), but was expected to be $353.4 million at maturity in
December 2017.  Moody's now believes that only scheduled
amortization will be repaid prior to debt maturity resulting in
higher refinancing risk.  That said, two PJM base capacity auctions
will occur (in May 2016 and in May 2017) prior to the current
maturity of the term loan, which will give visibility into 2019 and
2020 cash flow and aid refinancing prospects, particularly if the
capacity results meet or exceed market expectations.

On the positive side, TPF Gen has above average liquidity.  The
issuer has a $30 million unused on working capital facility that
matures in May 2017.  It also has $28 million in a liquidity
reserve, which it has not utilized, and about $12 million in a cash
funded debt service reserve.  In TPF Gen's $70 million
cash-collateralized letter of credit facility, there is
approximately $24 million of cash that is not being utilized to
support letters of credit and can be used to provide additional
liquidity.  The existence of these pockets of liquidity benefit the
lenders and results in liquidity being a positive rating
consideration.

The B1 rating on the working capital facility reflects structural
features that give any outstanding working capital facility draws a
priority claim over the term loan during a bankruptcy
reorganization or liquidation scenario.  While interest payments
rank pari-passu with interest payments due under the secured term
loan, the working capital facility has a priority claim over the
term loan in the event of a bankruptcy.  Moreover, working capital
facility draws are repaid prior to mandatory debt amortization
under the term loan in the account waterfall.  For these reasons,
Moody's has rated the secured working capital facility one notch
higher than the secured term loan.

                              Outlook

The negative outlook reflects Moody's expectations that TPF Gen's
merchant power prices will remain weak for the remainder of term,
that refinancing risk has increased as little incremental debt
repayment will occur and that TPF Gen's financial metrics, while
covering annual required debt service, will remain below
expectations.

                 What Could Change the Rating – Up

Given the negative outlook, it is unlikely that the rating could go
up in the near term.  The outlook could stabilize if the next PJM
capacity auctions -- particularly the near term one in May 2016 --
are higher than expected, facilitating a credible plan for
refinancing ahead of its December 2017 maturity.

                What Could Change the Rating – Down

Conversely, there could be negative rating action if RA, gas and
merchant power prices continue to deteriorate and financial metrics
worsen further.  There could also be negative rating action if the
May 2016 capacity auction results end up being lower than expected
creating greater uncertainty for a credible refinancing plan.

TPF Generation Holdings, LLC is an indirect subsidiary of Tenaska
Power Fund, L.P. and is a special purpose entity formed to acquire
and operate power generation facilities in the United States.  TPF
Gen currently owns 1,380 MW of generating capacity in CAISO and
PJM.  The largest plant is the 830 MW High Desert combined-cycle
facility located in Victorville, CA.  The remaining portfolio
assets include the 300 MW Big Sandy peaking facility located in
Kenova, WV and the 250 MW Wolf Hills peaking facility located in
Bristol, VA.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.



TRAVELPORT WORLDWIDE: Board Approves Grants of Equity Awards
------------------------------------------------------------
The Compensation Committee of the Board of Directors of Travelport
Worldwide Limited approved grants of time-vested restricted share
units, performance-vested performance share units and non-qualified
stock options to certain executives of the Company, as disclosed in
a Form 8-K report filed with the Securities and Exchange Commission
on March 17, 2016.

The RSUs and will vest annually over four years; the PSUs will
cliff vest in three years based on the Company's achievement
against certain established performance targets; and the Options
will vest and become exercisable annually over four years and will
expire on the tenth anniversary of the grant date unless exercised
or forfeited before that date.  

Vesting and operation of all awards will be subject to and on the
terms and conditions to be set forth in the award agreements, which
will be filed with the Company's quarterly report on Form 10-Q for
the period ending March 31, 2016.

Grants to the Company's Named Executive Officers were as follows:

Gordon Wilson - 77,475 RSUs, 154,951 PSUs and 254,975 Options;

Matthew Minetola - 17,952 RSUs, 35,903 PSUs and 59,080 Options;
and

Thomas Murphy - 16,062 RSUs, 32,124 PSUs and 52,861 Options.

                   About Travelport Worldwide

Travelport Worldwide Limited is a travel commerce platform
providing distribution, technology, payment and other solutions for
the global travel and tourism industry.

As of Dec. 31, 2015, Travelport had $2.92 billion in total assets,
$3.25 billion in total liabilities and a total deficit of $323
million.

                           *     *     *

As reported by the TCR on March 8, 2016, Standard & Poor's Ratings
Services raised to 'B+' from 'B' its long-term corporate credit
rating on U.K.-based travel services provider Travelport Worldwide
Ltd.  The outlook is stable.


TRI POINTE: S&P Raises CCR to 'BB-', Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on TRI Pointe Homes to 'BB-' from 'B+'.  The outlook
is stable.

At the same time, S&P revised the recovery rating on the company's
senior unsecured notes to '3' from '2' and affirmed its 'BB-'
issue-level rating on the notes (the issue level notes are
co-issued by TRI Pointe Homes Inc. and TRI Pointe Homes Group).
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; upper end of the range) recovery in the event of a
payment default.  Although S&P's current recovery analysis
indicates the potential for higher recovery, S&P's guidelines cap
recovery ratings on unsecured debt issued by corporate entities
with corporate credit ratings of 'BB-' or higher at '3' to account
for the risk that recovery prospects for unsecured creditors may be
impaired by the issuance of additional secured or pari passu debt
before default.

"The stable outlook reflects our view that TRI Pointe Homes will
continue to expand its platform and geographic footprint while
maintaining debt to EBITDA at the upper end of the 3x to 4x range
over the next 12 months," said Standard & Poor's credit analyst
Thomas O'Toole.

S&P could lower the rating if operating performance is weaker than
it expects or if the company finances large acquisitions or land
purchases with debt.  This could result in debt to EBITDA sustained
in excess of 4x, which would no longer be in line with the
significant financial risk profile.

S&P could raise the rating if the company demonstrates its ability
to expand its overall platform and efficiently and profitably
broaden its geographic footprint while maintaining leverage below
4x.  This could result in a reassessment of the weak business risk.
This is unlikely to occur in the next year.


TRONOX INC: Bank Debt Trades at 9% Off
--------------------------------------
Participations in a syndicated loan under which Tronox Inc is a
borrower traded in the secondary market at 90.66
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.40 percentage points from the
previous week.  Tronox Inc pays 300 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
March 15, 2020 and carries Moody's B1 rating and Standard & Poor's
BB+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended March 11.


TRUE TEXTILES: SSG Acted as Investment Banker in Stock Sale
-----------------------------------------------------------
SSG Capital Advisors, LLC acted as the investment banker to True
Textiles, Inc. in the sale of all of its outstanding stock to
Duvaltex, Inc.  The transaction closed in February 2016.

True Textiles, Inc. is a designer and manufacturer of proprietary,
custom and open line contract textiles.  With roots tracing back
over 150 years, the Company has one of the most recognized names in
the industry and is one of the few U.S. mills that is vertically
integrated and capable of internally designing and producing its
yarns and fabrics from start to finish.

The Company is a market leader in the sale of innovative fabrics
for the office market and also has established a presence in the
healthcare, education, hospitality, congregational and other
high-traffic institutional environments.  Products include
aesthetically beautiful, high performing textiles for vertical
surfaces such as office systems furniture, acoustic wall panels,
cubicle/privacy curtains, wall coverings and upholstery seating as
well as other specialty applications.  The Company goes to market
under three brands: True Textiles, Guilford of Maine and Teknit.
True Textiles is headquartered in Grand Rapids, MI and also has
operations in Guilford, ME; Elkin, NC and New York, NY.

True Textiles had been private equity owned for several years and
the owners were seeking an exit.  SSG was retained to leverage its
deal experience in the textile industry to run a comprehensive and
global sale process.

Duvaltex is a Quebec-based holding company which owns Victor
Textiles, Inc., a North America-based textile company specializing
in sustainable and innovative fabrics designed for the corporate,
healthcare, apparel, and specialty markets.  As a result of this
acquisition, Duvaltex becomes the largest manufacturer of
commercial or contract interior fabrics in the U.S. and Canada.

Other professionals who worked on the transaction include:

    * Barbara J. Shander, Mark L. Opitz, David A. Gerson,
Christopher B. Amandes and James R. Sherwood of Morgan, Lewis &
Bockius, LLP, counsel to True Textiles, Inc.;

    * Jawad H. Salah of Klehr Harrison Harvey Branzburg, LLP, real
estate counsel to True Textiles, Inc.; and

    * Andrew Croxford and David E. Suprenant of Mirick, O'Connell,
DeMallie & Lougee, LLP, counsel to Duvaltex, Inc.

                About SSG Capital Advisors, LLC

SSG Capital Advisors is an independent boutique investment bank
that assists middle-market companies and their stakeholders in
completing special situation transactions.  It provides its clients
with 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.


UCI HOLDINGS: Obtains Forbearance Over Missed Interest Payment
--------------------------------------------------------------
UCI Holdings Limited announced that it and its wholly-owned
subsidiaries, UCI International LLC and UCI Acquisition Holdings
(No.3) Corp., have entered into a forbearance agreement with
holders of more than 80% of its 8.625% senior unsecured notes with
respect to the non-payment of the interest due on Feb. 16, 2016.

Under the terms of the indenture governing the Notes, the Company
had a 30-day grace period for interest payments.  This agreement
provides that during the forbearance period the Noteholders will
not seek to enforce any remedies against the Company as a result of
the event of default due to the failure to make the interest
payment.  This forbearance arrangement may be terminated on short
notice.

The Company said it is engaged in discussions with representatives
of these Noteholders.  The Company believes it has sufficient
liquidity to continue meeting all of its obligations to employees,
customers, and suppliers while these forbearance arrangements
remain in effect.

                     About UCI Holdings

Auckland, New Zealand-based UCI Holdings Limited is a supplier to
the light and heavy-duty vehicle aftermarket for replacement
parts, supplying a broad range of filtration, fuel delivery
systems, vehicle electronics and cooling systems products.  In the
U.S., the Company has an office in Lake Forest, Illinois.

UCI Holdings reported a net loss of $36.24 million in 2014
following a net loss of $12.24 million in 2013.

As of Sept. 30, 2015, UCI Holdings had $984.91 million in total
assets, $821.32 million in total liabilities and $163.59 million in
total shareholders' equity.


ULTIMATE NUTRITION: Seeks Final Decree Closing Cases
----------------------------------------------------
Ultimate Nutrition, Inc. and Prostar, Inc., on March 2, 2016, filed
with the Bankruptcy Court an application seeking entry of a final
decree pursuant to Fed. R. Bankr. P. 3022.  The Debtors submit that
the estates have been administered to the extent necessary for
entry of a final decree:

   1. On Dec. 28, 2015, the Court entered an order confirming the
Debtors' First Amended Plan of Reorganization.

   2. The Confirmation Order has become final.  All conditions
precedent to the Plan becoming effective have occurred and the
Effective Date under the Plan has occurred as well.

   3. The property proposed to be transferred under the Plan has
been transferred to the Debtors pursuant to the Plan and by
operation of sections 1141(b) and (c) of the Bankruptcy Code.

   4. The Debtors have assumed the business and management of the
property dealt with by the Plan.

   5. The initial distributions required by the Plan have
commenced, including payment of claims under section 503(b)(9) of
the Bankruptcy Code, payment of other allowed administrative
expenses, including allowed professional fees, and distributions to
TD Bank, N.A. and general unsecured creditors under the Plan.

   6. All motions, contested matters and adversary proceedings have
been finally resolved, with the exception of one pending objection
to claim proceeding.

As reported in the Feb. 26, 2016 edition of the TCR, the Debtor won
approval of a Chapter 11 reorganization plan that proposed to (i)
pay secured creditor TD Bank, N.A., in full in four years; and
provide general unsecured creditors owed $3.91 million a 50%
distribution, payable in monthly cash installments until 50%
payment is achieved, and (ii) let holders of interests retain their
interests.

The Debtors' attorneys:

         PULLMAN & COMLEY, LLC
         850 Main Street
         PO Box 7006
         Bridgeport, CT 06601-7006
         Attn: Irve J. Goldman, Esq.
         E-mail: igoldman@pullcom.com

                     About Ultimate Nutrition

Ultimate Nutrition, Inc., develops and distributes nutritional
supplements for body building, enhanced athletic performance and
fitness.  The products are sold worldwide in over 100 countries.
The business was founded in 1979 by the late Victor H. Rubino, one
of the top amateur power lifters in the United States at that
time.

The company has two facilities located in Farmington, Connecticut,
one product distribution center in New Britain, Connecticut and a
research and development center in West Palm Beach, Florida.

Ultimate Nutrition and affiliate Prostar, Inc., sought Chapter 11
bankruptcy protection (Bankr. D. Conn. Case Nos. 14-22402 and
14-22403) on Dec. 17, 2014.  On Dec. 19, 2014, the Court entered
an
order directing the joint administration of the Debtors' cases for
procedural purposes.

Ultimate Nutrition disclosed $20,157,424 in assets and $19,885,142
in liabilities as of the Chapter 11 filing.

The Debtors tapped Pullman & Comley, in Bridgeport, Connecticut,
as
counsel; LaQuerre Michaud & Company, LLC, as accountant; and
Marcum
LLP, as financial advisor.  The Debtors also engaged Epstein,
Drangel, LLP and Fattibene & Fattibene as special intellectual
property counsel; and Halloran & Sage, LLP as special labor and
employment counsel.

The U.S. Trustee for Region 2 appointed three creditors of to
serve
on the official committee of unsecured creditors.  The Committee
has selected Lowenstein Sandler, LLP to serve as its counsel, and
Neubert, Pepe & Monteith, P.C. to serve as its local counsel.
GlassRatner Advisory & Capital Group LLC serves as the Committee's
financial advisor.


ULTRA PETROLEUM: Receives Noncompliance Notice From NYSE
--------------------------------------------------------
Ultra Petroleum Corp. announced that on March 15, 2016, it received
notice from the New York Stock Exchange that it was not in
compliance with the NYSE's requirement that the average closing
price of its common stock be at least $1.00 per share over a
consecutive 30-trading-day period.  Under NYSE rules, the Company
has six months from receipt of the notice to regain compliance with
the minimum share price rule.

The Company expects its common stock will continue to be listed and
traded on the NYSE during this period, subject to the Company's
continued compliance with the NYSE's other continued listing
standards.  The Company plans to notify the NYSE that it intends to
cure the deficiency and return to compliance with the NYSE
continued listing standards.

The notice does not affect Ultra's ongoing business operations or
trigger any violation of its material debt or other obligations.
The Company will continue to file periodic and certain other
reports with the SEC under applicable federal securities laws.

                     About Ultra Petroleum

Ultra Petroleum Corp. is an independent oil and gas company engaged
in the development, production, operation, exploration and
acquisition of oil and natural gas properties.  The Company was
incorporated on Nov. 14, 1979, under the laws of the Province of
British Columbia, Canada.  Ultra remains a Canadian company, but
since March 2000, has operated under the laws of Yukon, Canada
pursuant to Section 190 of the Yukon Business Corporations Act. The
Company's principal business activities are developing its
long-life natural gas reserves in the Green River Basin of
southwest Wyoming -- the Pinedale and Jonah fields, its oil
reserves in the Uinta Basin in northeast Utah and its natural gas
reserves in the north-central Pennsylvania area of the Appalachian
Basin.

Ultra Petroleum reported a net loss of $3.2 billion on $839.11
million of total operating revenues for the year ended Dec. 31,
2015, compared to net income of $542.85 million on $1.23 billion of
total operating revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $971.48 million in total
assets, $3.96 billion in total liabilities and a $2.99 billion
total shareholders' deficit.

In its report on the consolidated financial statements for the year
ended Dec. 31, 2015, Ernst & Young LLP issued a "going concern"
qualification stating that the Company's maturing Credit Agreement
and debt covenant violation raise substantial doubt about the
Company's ability to continue as a going concern.


UNI-PIXEL INC: Ordered to Pay $750K Over Exchange Act Violations
----------------------------------------------------------------
The U.S. District Court for the Southern District of Texas, Houston
Division, issued its Final Judgment as to Defendant Uni-Pixel, Inc.
on a complaint filed on March 9, 2016, by the Securities and
Exchange Commission pursuant to the Company's consent.  

Without admitting or denying the allegations of the SEC's
complaint, the Company consented to the Final Judgment, which
permanently enjoins the Company from violating Sections 10(b) and
13(b)(2)(A) and (B) of the Securities Exchange Act of 1934, Rule
10b-5 of the SEC and Section 17(a) of the Securities Act of 1933.


The Final Judgment also permanently enjoins the Company from filing
with the SEC any periodic report pursuant to Section 13(a) of the
Exchange Act and Rules 13a-1, 13a-11, 13a-13 and 12b-20 of the SEC,
which contains any untrue statement of material fact, or which
omits to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which they
were made, not misleading, or which fails to comply in any material
respect with the requirements of Section 13(a) of the Exchange Act
and the rules and regulations thereunder.  

The Final Judgment also provides for a civil penalty of $750,000 to
be paid in installments through December 2018 by the Company.

As previously disclosed by Uni-Pixel on Nov. 19, 2013, the Company
learned that the Fort Worth Regional Office of the SEC issued
subpoenas concerning the Company's agreements related to its
InTouch Sensors.  The Company said it cooperated fully with the SEC
regarding this non-public, fact-finding inquiry.

                    About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company       

delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

For the year ended Dec. 31, 2015, the Company reported a net loss
of $36.3 million on $3.75 million of revenue compared to a net loss
of $25.7 million on $0 of revenue for the year ended Dec. 31,
2014.

As of Dec. 31, 2015, the Company had $26.5 million in total assets,
$6.71 million in total liabilities and $19.83 million in total
shareholders' equity.


UNIT CORP: Fitch Lowers IDR to 'B+' & Revises Outlook to Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded Unit Corporation's (Unit; NYSE: UNT)
Long-term Issuer Default Rating to 'B+' from 'BB'.  The Rating
Outlook has been revised to Negative.  Fitch has also affirmed the
ratings for Unit's senior unsecured bank revolver and senior
subordinated notes.

The downgrade reflects Fitch's downward revision of its energy
price deck on February 24 and its potential impact on Unit's
liquidity profile and forecasted credit metrics.  Another
consideration is the company's declining size, scale and
diversification, as well as the potential for a material loss of
operational momentum given the 73% reduction to capital spending.

The Negative Outlook reflects the risks to the company's liquidity
with the possibility of commitment reductions following the April
redetermination as well as Fitch's forecasted leverage covenant
violation in 2016.  This may require Unit to enter into
accommodative terms with its banking group to preserve liquidity.

Approximately $928 million of debt is affected by today's rating
action.

                        KEY RATING DRIVERS

LOSS OF REVENUE DIVERSIFICATION

Unit has historically benefited from a modestly diversified
business mix with approximately 30% of EBITDA coming from
non-exploration and production (E&P) segments.  Fitch expects the
contract drilling segment and the midstream segment to contribute
approximately 20% of a lower year-over-year EBITDA in 2016.  Due to
heightened recontracting risk and further rig fleet
rationalization, the contract drilling segment is expected to
represent the majority of the non-E&P EBITDA loss.  The midstream
segment benefits from its 68% fee based contract mix, but the
remaining portion is at risk of lower volumes in 2016.

The E&P segment (about 63% of EBITDA) reported an almost 25%
year-over-year decline in net proved reserves (1p) to 135 million
barrels of oil equivalent (MMboe; 85% developed) for the year-ended
2015.  A key driver of the decline was the impact of sharply lower
prices on reserve calculations, with the largest reduction in
proved undeveloped reserves.  Production increased 9% in 2015 to
54.7 thousand boe per day (Mboepd; 45.3% liquids mix) resulting in
a reserve life of nearly 7 years.

The contract drilling segment (about 27% of EBITDA) reported a
modest increase in revenue per day to $20,950 mainly due to the
placement of higher margin, new BOSS rigs into service during the
first half of 2015.  This was offset by the rapid decline in rig
utilization from 63% in 2014 to 38% in 2015.  At the end of 2014,
Unit had 75 rigs operating and as of Feb. 12, 2016, that number had
dropped to 20.  Fitch expects further rig rationalization to
continue.

The midstream segment (about 10% of EBITDA) reported a revenue
decline of 43% year over year mostly due to lower commodity prices.
NGL volumes sold decreased as the company operated their
processing facilities in full ethane rejection mode.  Offsetting
these declines, the company's gas gathering and processing volumes
increased 11% and 13% over 2014, although if oil and gas prices
remain low the effect of further reductions in drilling activity
could result in lower volumes.

Credit metrics weakened for the year ended 2015.  The
Fitch-calculated debt/EBITDA, debt/proved developed reserves (PD),
and debt/flowing barrel were approximately 2.3x, $8.05/boe, and
$16,946, respectively.  Fitch notes that the upstream credit
metrics allocate all outstanding debt to the E&P segment.  Fitch
expects these metrics to erode over the next few years as the
impact of lower oil prices continues to strain metrics.  Fitch's
base case, assuming a West Texas Intermediate (WTI) price of $35,
forecasts debt/EBITDA of 4.6x in 2016.

                     NEAR-TERM LIQUIDITY RISKS

As of Feb. 12, 2016, UNT had $262.9 million outstanding under their
credit agreement, down slightly from the $281 million outstanding
at year end.  The company sold approximately $37.4 million of
non-core oil and gas properties since year end and has used the
proceeds to pay down the borrowings under the credit agreement.
The credit facility is unsecured but is subject to a
redetermination every April 1 and Oct. 1 based on the value of the
oil and gas properties and the midstream cash flows.  In the
October 2015 redetermination, the credit facility commitment was
reduced from $725 million to $550 million.  Fitch believes that
management recognizes this as an issue and has matched capital
spending to stay within cash flows, considering strip prices, and
reduced outstanding revolver borrowings.  Fitch's base case
forecasts leverage of 4.6x in 2016 which is greater than the credit
agreement's leverage ratio covenant of less than 4.0x (Actual of
2.58x at YE 2015).  Fitch expects Unit to receive covenant relief
as part of their semi-annual redetermination.

                 FORECASTED LEVERAGE METRICS WIDEN

Management's current leverage levels, in conjunction with the
downsizing of the capital budget to be substantially in line with
anticipated cash flows, reduce the need for additional debt.
Fitch's base case, assuming a WTI price of $35, projects that Unit
will be free cash flow (FCF) neutral.  The Fitch base case results
in debt/EBITDA of 4.6x in 2016.  Debt/PD and debt per flowing
barrel metrics are forecast to increase to approximately $8.53/boe,
subject to any revisions, and $19,048, respectively. Fitch's base
case WTI price forecast assumption of $45 in 2017 and $65 long-term
suggests that the company may selectively increase drilling
activity in 2017.  In 2017, the Fitch base case considers that the
company may be free cash flow positive given supportive pricing
signals resulting in a debt/EBITDA of 3.6x.

         HEDGES FORECAST TO PROVIDE SOME CASH FLOW UPLIFT

Unit utilizes a combination of swap and collared hedges to manage
cash flows and support development funding.  As of Feb. 12, 2016,
the company's 2016 oil and gas hedges accounted for around 33% and
64%, respectively, of its estimated 2016 production.  Hedges are
estimated to provide about $22 million in additional uplift in 2016
but hedge coverage rolls off substantially in 2017.

                     LIMITED OTHER LIABILITIES

Unit does not have a defined benefit pension plan.  Asset
retirement obligations (AROs) were $98 million, as of Dec. 31,
2015, which is lower than the $101 million reported at year-end
2014.  This is mainly due to a favorable revision of cost estimates
associated with plugging wells based on actual costs over the
preceding year.  The company does not have any material additional
liabilities.

                         KEY ASSUMPTIONS

   -- WTI oil that trends up from $35/barrel in 2016 to $45/barrel

      in 2017 and a long-term price of $65/barrel;

   -- Henry Hub gas that trends up from $2.25/mcf in 2016 to
      $2.50/mcf in 2017 and a long-term price of $3.25/mcf;

   -- Production decline of about 14% in 2016 with a 6% and 3%
      decline in 2017 and 2018, respectively;

   -- Drilling segment EBITDA is forecast to decline by over 90%
      in 2016 due to lower U.S. onshore activity with some BOSS
      rig margin offset;

   -- Midstream EBITDA shows more resiliency through downturn, but

      volumetric and commodity pricing exposure will pressure
      margins;

   -- Capital spending is forecast to be $153 million in 2016,
      consistent with guidance, followed by an operating cash flow

      outspend generally consistent with historical levels given
      supportive pricing signals;

   -- No additional asset divestiture proceeds are forecast given
      the challenged onshore drilling conditions

                         RATING SENSITIVITIES

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

   -- Increased size, scale, and diversification of Unit's E&P
      operations with some combination of the following metrics;
   -- Mid-cycle debt/EBITDA below 3.0x on a sustained basis;
   -- Mid-cycle debt/PD of $12.00/boe and/or debt/flowing barrel
      below $18,000 on a sustained basis;
   -- Favorable oil & gas services outlook and heightened rig
      utilization and day rates signal an improvement in asset
      quality and mix.

Future positive rating actions are unlikely without a material
increase to the company's reserve base and production profile, in
conjunction with improved leverage metrics.  Management's budget
suggests that the E&P operations will struggle to grow sufficiently
over the near-term to help facilitate a positive rating action
given the current weak pricing environment.  Without an improvement
in business diversification, production would need to trend towards
75 mboepd before a positive rating action.

The Negative Outlook could be removed if the company is able to
preserve liquidity or enter into accommodative terms under their
existing credit facility following the April redetermination.

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

   -- Mid-cycle debt/EBITDA above 4.5x - 5.0x on a sustained
      basis;
   -- Mid-cycle debt/PD of $14.00/boe and/or debt/flowing barrel
      approaching $22,500 on a sustained basis;
   -- Reduction in size, scale and diversification or loss of
      operational momentum in key plays;
   -- Material reduction in available liquidity.

Future negative rating actions remain a possibility and will be
closely linked to the company's ability to retain financial
flexibility through the downcycle.  Fitch understands, however,
that the company's midstream assets, if sold, could generate
considerable liquidity.  These types of asset sales due have been
executed by peers to improve financial flexibility.  While a
midstream asset sale is not contemplated in the rating, Fitch
recognizes that embedded liquidity option value is present.

                   FULL LIST OF RATING ACTIONS

Fitch has taken these actions:

Unit Corporation

   -- Long-term Issuer Default Rating downgraded to 'B+' from
      'BB';
   -- Senior unsecured bank revolver affirmed at 'BB'; Recovery
      Rating revised to 'RR2' from 'RR4';
   -- Senior subordinated notes affirmed at 'BB-'; Recovery Rating

      revised to 'RR3' from 'RR5';

The senior unsecured notes and senior subordinated notes recovery
rating was revised following the completion of a bespoke recovery
analysis for issuers with a long-term IDR in the 'B' category,
consistent with Fitch's 'Recovery Ratings and Notching Criteria for
Non-Financial Corporate Issuers.'

The Rating Outlook was revised to Negative from Stable.


VALEANT PHARMACEUTICALS: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Valeant
Pharmaceuticals International Inc., including the 'B+' corporate
credit rating, the 'BB' rating on the senior secured debt, and the
'B-' rating on the senior unsecured debt, on CreditWatch with
negative implications.  The recovery rating on the secured debt is
'1' reflecting S&P's expectation for very high (90%-100%) recovery
on that debt in the event of a default.  The recovery rating on the
unsecured debt is '6' reflecting S&P's expectation for negligible
(0%-10%) recovery on that debt in the event of a default.

"The placement of the ratings on CreditWatch with negative
implications reflects an escalation of a number of risks for
adverse developments, any one of which could weaken
creditworthiness," said Standard & Poor's credit analyst David
Kaplan.

The company's revised guidance, with meaningfully lower revenue and
EBITDA estimates than S&P expected, will result in debt leverage
levels higher than anticipated, and adds greater uncertainty about
financial performance.

The delays in filing its 10-K for 2015 will likely result in a
violation of reporting covenants this month.  While the company has
until the end of April to resolve the covenants in the credit
agreement to avoid acceleration, and S&P expects the company to
succeed with obtaining those waivers, this introduces incremental
risk.

S&P estimates thinning cushion on financial covenants could
constrain financial flexibility, and if performance falls short of
current expectations the company could be forced to pursue a
covenant waiver or asset sales.

In addition S&P sees the potential for further operational
deterioration due to loss of employees or diminished negotiating
power with partners now that the company is weakened, and the
potential for deterioration in scale and diversification if the
company is forced to sell off significant portions of its assets.

Although S&P's 'B-' senior unsecured debt rating reflects its
expectation for negligible (0%-10%) recovery in its base-case
recovery analysis, which S&P bases on its estimate of the
most-likely scenario of default, S&P believes that recovery
prospects for the unsecured lenders could likely be materially
improved if the company pursues material asset sales and uses
proceeds to reduce secured debt.  Alternatively, in the unlikely
and unexpected event of a near-term bankruptcy filing, S&P expects
recovery on the unsecured notes would be much higher.

S&P aims to resolve the CreditWatch placement within 90 to 180
days, once the company resolves its covenant issues, has a chance
to complete any near-term asset sales, and provides audited
financials, and once S&P has greater confidence and visibility into
operating performance trends.

S&P will monitor these multiple challenges to ascertain their
impact on the rating.  In some instances, S&P could consider a
multiple-notch downgrade, for example, if waivers are not obtained
from lenders regarding delayed filings.


VARIANT HOLDING: Units Can Tap Bradley Sharp of DSI as CRO
----------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized the debtor subsidiaries of Variant
Holding Company, LLC, to employ Development Specialists, Inc., to
provide a chief restructuring officer, additional personnel, and
financial advisory and restructuring-related services for the
Debtors nunc pro tunc to the Petition Date.

As reported by the Troubled Company Reporter on Feb. 26, 2016, DSI
is expected to, among other things:

  (1) provide Bradley D. Sharp as their chief restructuring
      officer;

  (2) provide additional personnel; and

  (3) provide financial advisory and restructuring-related
      services to the Subsidiary Debtors.

Other services to be rendered by DSI are:

  (a) assisting the Subsidiary Debtors in the preparation of
      financial disclosures required by the Court, including the
      Schedules of Assets and Liabilities; the Statements of
      Financial Affairs and Monthly Operating Reports;

  (b) advising and assisting the Subsidiary Debtors, the
      Subsidiary Debtors' counsel and other professionals in
      responding to third party due diligence requests, including
      with respect to potential sales of the Subsidiary Debtors'
      assets.

  (c) attending meetings and assisting in communications with
      parties-in-interest in these cases and their professionals,
      including the Subsidiary Debtors' secured lenders, any
      official committee(s) appointed in these chapter 11 cases
      and the Office of the United States Trustee;

  (d) providing litigation advisory services with respect to
      accounting matters, along with expert witness testimony on
      case related issues; and

  (e) rendering other general business consulting or other
      assistance as the Subsidiary Debtors' counsel may deem
      necessary and consistent with the role of a financial
      advisor.

The hourly rates of DSI personnel are:

           Bradley D. Sharp          $595
           R. Brian Calvert          $590
           Eric J. Held              $450
           Matthew P. Sorenson       $380
           Jeffery S. Gasbarra       $320
           Shelly L. Cuff            $280
           William F. Brandt         $175
           Mandana Yedidsion         $125

DSI will also bill the Subsidiary Debtors for reimbursement of
reasonable costs and expenses incurred on the Subsidiary Debtors'
behalf.

As of the Petition Date, DSI has received the sum of $850,000 on
account of work performed, or to be performed, for the Subsidiary
Debtors.  Upon final reconciliation of the amount actually incurred
prepetition, any balance remaining from the payments to DSI will be
credited to the Subsidiary Debtors and utilized as DSI's retainer
to apply to postpetition fees and expenses approved by the
Bankruptcy Court.

DSI may be reached at:

          Bradley D. Sharp
          Sr. Managing Director
          DSI - Los Angeles
          Tel: 213-617-2717
          EmaiL bsharp@dsi.biz

                       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.


VENOCO INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                   Case No.
       ------                                   --------
       Venoco, Inc.                             16-10655
       370 17th Street
       Suite 3900
       Denver, CO 80202

       Denver Parent Corporation                16-10656

       TexCal Energy (LP) LLC                   16-10657

       Whittier Pipeline Corporation            16-10658

       TexCal Energy (GP) LLC                   16-10659

       Ellwood Pipeline, Inc.                   16-10660

       TexCal Energy South Texas, L.P.          16-10661

Type of Business: Acquisition, exploration, production and
                  development of oil and gas

Chapter 11 Petition Date: March 18, 2016

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

Judge: Hon. Kevin Gross

Debtors' Counsel: Robert J. Dehney, Esq.
                  Erin R Fay, Esq.
                  Andrew R. Remming, Esq.
                  MORRIS, NICHOLS, ARSHT & TUNNELL, LLP
                  1201 N. Market Street
                  P O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 658-9200
                  Fax: (302) 658-3989
                  Email: rdehney@mnat.com
                         efay@mnat.com
                         aremming@mnat.com

                     - and -

                  Robert G. Burns, Esq.

                  Robin J. Miles, Esq.
                  Rebekah T. Scherr, Esq.
                  BRACEWELL LLP
                  1251 Avenue of Americas, 49th Floor
                  New York, New York 10020-1104
                  Tel: (212) 508-6100
                  Fax: (800) 404-3970
                  Email: Robert.Burns@bracewelllaw.com
                         Robin.Miles@bracewelllaw.com
                         Rebekah.Scherr@bracewelllaw.com

                     - and -

                  Mark E. Dendinger, Esq.
                  BRACEWELL LLP
                  CityPlace I, 34th Floor
                  185 Asylum Street
                  Hartford, Connecticut 06103
                  Tel: (860) 947-9000
                  Fax: (800) 404-3970
                  Email: Mark.Dendinger@bracewelllaw.com

Debtors'          PJT PARTNERS LP
Financial
Advisor:

Debtors'          Louis Robichaux
Restructuring     DELOITTE LLP
Advisor:          2200 Ross Ave #1600
                  Dallas, TX 75201

                    - and -

                  James Baring
                  DELOITTE LLP
                  555 West 5th Street
                  Suite 2700
                  Los Angles, CA 90013-1010

                    - and -

                  Lance Miller
                  DELOITTE LLP
                  191 Peachtree St NE #2000
                  Atlanta, GA 30303

Debtors'          ERNST & YOUNG LLP
Independent
Auditor and
Tax Advisor:

Debtors'          BMC GROUP, INC.
Notice, Claims
and Balloting
Agent:

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion

The petition was signed by Scott M. Pinsonnault, chief financial
officer and chief restructuring officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
US Bank National Association            Bond         $326,776,119
CM-9705
PO Box 70870
St Paul, MN 55170-9705
Tel: 206-344-4685

US Bank National Association            Bond         $324,330,880
CM-9705
PO Box 70870
St Paul, MN 55170-9705
Tel: 206-344-4685

Allocation Specialist, Ltd.            Trade             $206,215
12810 Willow Centre Dr.
Suite A
Houston TX 77066-3028
Email: lfranklin@aslqb.com

West Coast Welding &                   Trade             $157,764
Construction Inc.
Email: mbarbey@westcoastwelding.net

C & C Boats Inc.                       Trade             $150,423
Email: mmcdona1d@verizon.net

Moody's Investors Service              Trade              $70,000
Email: raymond.pedicone@moodys.com

California Sandblasting & Coat         Trade              $69,017
Email: yammy@californiasandblasting.com

Sodexo Remote Sites Partnership        Trade              $63,460
Email: shondell.boone@sodexo.com

United Healthcare                      Trade              $56,996
Email: juliana_driggers@uhc.com

Mountain Aviation Inc.                 Trade              $37,156
Email: charter@mountainaviation.com

Instrument Control Services            Trade              $35,299
Email:
accounting@instrumentcontrol.com

SME-USA Inc.                           Trade              $28,055  
            
Email: marni@smeusainc.com

P2ES Holdngs Inc.                      Trade              $26,397
Email:
rmansukhani@p2energysolutions.com

Case Company                           Trade              $25,520
Email: case@caseco.com

Redwood Pacific Public Affairs      Professional          $23,051
Email: carol@redwoodpacific.com       service

Safety Tek Industries LLC              Trade              $20,266
Email:
ccanfield@safetytekindustries.com

Ost Trucks and Cranes Inc.             Trade              $18,771
Email: ostcranes@aol.com

Merrill Communications LLC             Trade              $16,923
Email:
accountsreceivable@merrillcorp.com

SC Fuels                               Trade              $15,558
Email: css@scfuels.com

IHS Global Inc.                        Trade              $15,452
Email: customercare@ihs.com

Avanti                                 Trade              $13,045

Irwin Industries Inc.                  Trade              $12,844
Email:
accountspayable@irwinindustries.com

Regents Of The University of           Trade              $12,000
California
Email: seltmann@ccber.ucsb.edu

All Copy Products Inc.                 Trade              $11,815
Email: sdewar@allcopyproducts.com

General Petroleum Corporation          Trade              $11,787

Thomas & Beers                         Trade              $10,290
Email: info@thomas-beers.com

Anterra Energy Services Inc.           Trade               $9,555
Email: jfranco@anterraservices.com

FTI Services, Inc.                     Trade               $9,500
Email: accounting@ftiservices.com

Certex USA Inc.                        Trade               $9,050
Email: gjohnson@certex.com

URS Corporation                        Trade               $8,897
Email: tim.murphy@aecom.com


VENOCO INC: Files for Chapter 11 With Debt-to-Equity Plan
---------------------------------------------------------
Venoco, Inc. and six of its affiliates commenced cases under
Chapter 11 of the Bankruptcy Code to restructure up to $1 billion
in outstanding debt obligations and to secure additional capital
for the continued development of their business plan.

The Debtors' proposed restructuring has already garnered the
support of their prepetition senior secured noteholders holding
approximately $339 million in debt who executed a restructuring
support agreement on March 17, 2016.

The Debtors began restructuring efforts in November 2014, when they
hired Blackstone Advisory Partners, L.P. as advisor.

According to documents filed with the Court, approximately 94% of
the Debtors' revenues are derived through sales of oil to Phillips
66, and Tesoro Refining and Marketing Company.  Prior to the latest
downturn in commodity prices, the Debtors generated approximately
$325 million in revenue from their operations.

"Despite having a strong asset base, the Debtors, like many of
their industry peers, have struggled this past year to maintain
liquidity as a result of the protracted and continuing decline in
oil prices and the general dislocation of the energy markets," said
Scott M. Pinsonnault, chief financial officer and chief
restructuring officer of Venoco.  "While the Debtors tried to
mitigate the negative impact of the downturn by cutting costs,
reducing capital expenditures and carefully managing liquidity,
these efforts ultimately were insufficient," Mr. Pinsonnault
added.

Mr. Pinsonnault said the shut-in of the South Elwood Field in May
2015 as a result of a rupture to a carrier pipeline that transports
oil further negatively impacted liquidity.  The incident caused a
spill near Refugio Beach State Park and halted all of the Debtors'
production activities in the field, thus depriving the Debtors
almost 50 percent of their annual production.

Venoco's debt consist of $175 million in 12% first lien secured
notes due 2019, $164.14 million second lien secured notes, $308.2
million in 8.875% senior unsecured notes, and $303 million in
senior unsecured PIK toggle notes.  In addition, Venoco also owe
$1.2 million to their vendors and $563,371 to various royalty
owners.

Last month, Venoco missed a $13.7 million interest payment on its
8.875% senior unsecured notes.

                 Restructuring Support Agreement

Prior to the filing of the cases, the Debtors and the holders of
100% of the First Lien Secured Notes and 100% of the Second Lien
Secured Notes including, among other parties, Mast Credit
Opportunities I Master Fund Limited, Apollo Centre Street
Partnership, L.P., and Apollo Investment Corporation, have entered
into the RSA and agreed to the material terms of a Chapter 11 plan.


Under the Agreement, the Noteholders agree to support the Plan and
the corresponding disclosure statement.  The Debtors, on their
part, agree to take all necessary actions to consummate the Plan in
accordance with the terms of the RSA and the milestones contained
in the RSA.

The RSA provides a framework for a comprehensive restructuring that
includes as a key feature a debt-to-equity conversion of their
prepetition funded debt for substantially all of the equity of
Reorganized Venoco.  

"If the Plan is consummated, the Debtors hope to emerge from
Chapter 11 in the next few months with a substantially deleveraged
and considerably healthier balance sheet, which should provide for
ability to better compete and operate going forward for the benefit
of employees, suppliers and all other parties-in-interest," Mr.
Pinsonnault.

                         First Day Motions

To help minimize the impact of these filings on their business
operations, the Debtors also filed certain motions and pleadings
seeking authority to, among other things, obtain postpetition
financing and utilize cash collateral, use existing cash management
system, prohibit utility providers from discontinuing services, pay
employee obligations, and establish procedures for transfers of
common stock.  A copy of the declaration in support of the First
Day Motions is available for free at:

         http://bankrupt.com/misc/2_VENOCO_Declaration.pdf

                          About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.   As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.  As of the Petition
Date, the Debtors employed approximately 160 people.

The Debtors were founded by Timothy M. Marquez in Carpinteria,
California in 1992.  In January 2012, Denver Parent Company, an
affiliate of Mr. Marquez, who then owned 50% of the outstanding
shares of Venoco common stock, took the company private again by
acquiring all of the outstanding common stock for $12.50 per
share.

After going private in January 2012, the Debtors were left with
significant debt obligations, which in 2012 exceeded $845 million,
as disclosed in filings with the Court.  Between 2012 and 2014, the
Debtors completed a number of asset sales, generating over $470
million in net proceeds for capital expenditures and for paydowns
of the debt.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  The
Debtors estimated assets in the range of $100 million to $500
million and debts of up to $1 billion.  Hon. Kevin Gross has been
assigned the cases.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor and BMC Group, Inc. as notice,
claims and balloting agent.


VENOCO INC: Seeks Joint Administration of Cases
-----------------------------------------------
Venoco, Inc., et al., ask the Bankruptcy Court to direct joint
administration of their Chapter 11 cases for procedural purposes
only.  The Debtors, which are affiliated entities, said they share
significant debt obligations that they seek to restructure as part
of these Chapter 11 cases.

Specifically, the Debtors request that the Court maintain one file
and one docket for their Chapter 11 cases under the case of Venoco,
Inc., Case No. 16-10655.

The Debtors assert that joint administration will:

   (a) provide significant administrative convenience without
       harming the substantive rights of any party-in-interest;

   (b) reduce fees and costs by avoiding duplicative filings
       and objections; and

   (c) allow the Office of the United States Trustee for the
       District of Delaware and all parties-in-interest to monitor
       the Chapter 11 cases with greater ease and efficiency.

                           About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VENOCO INC: Seeks to Assume RSA; Files Plan of Reorganization
-------------------------------------------------------------
Venoco, Inc. and its affiliated debtors filed a motion with the
Bankruptcy Court seeking permission to assume a restructuring
support agreement which they entered into prior to the Petition
Date.

The Debtors and the holders of 100% of the First Lien Secured Notes
and 100% of the Second Lien Secured Notes have signed the RSA and
agreed to the material terms of a Chapter 11 plan.

The Consenting Noteholders consist of the following:

   * Mast Credit Opportunities I Master Fund Limited;
   * Mast OC I Master Fund LP;
   * Mast Select Opportunities Master Fund LP;
   * Apollo Centre Street Partnership, L.P.;
   * Apollo Credit Opportunity Trading Fund III;
   * Apollo Franklin Partnership, L.P.;
   * Apollo Investment Corporation;
   * Apollo SK Strategic Investments, L.P.;
   * Apollo Special Opportunities Managed Account, L.P.;
   * Apollo SPN Investments I (Credit), LLC; and
   * Apollo Zeus Strategic Investments, L.P.

The RSA allows the Debtors to convert substantially all of their
debt into equity.

The RSA contains the following milestones:

    (a) no later than seven days after the Petition Date, the
        Bankruptcy Court shall have entered the Interim DIP Order;


    (b) no later than 45 days after the Petition Date, the
        Bankruptcy Court shall have entered the Final DIP Order;

    (c) no later than 60 days after the Petition Date, the
        Bankruptcy Court shall have entered the RSA Approval
        Order;

    (d) no later than 90 days after the Petition Date, the
        Bankruptcy Court shall have entered the Disclosure
        Statement Order;

    (e) no later than 150 days after the Petition Date, the
        Bankruptcy Court shall have entered the Confirmation
        Order; and

    (f) no later than 14 days following the Confirmation Date, the
        Effective Date shall have occurred.

                    Joint Plan of Reorganization

On the Petition Date, Venoco, Inc., et al., filed their proposed
joint plan of reorganization.  The Plan constitutes a separate plan
with respect to each Debtor.  The Plan is divided into two
categories: (1) claims against and equity interests in Denver
Parent Corporation and (2) claims against and equity interests in
Venoco and each Venoco subsidiaries, namely: TexCal Energy (LP)
LLC; Whittier Pipeline Corporation; TexCal Energy (GP) LLC; Ellwood
Pipeline; and TexCal Energy South Texas, L.P.

          Claims Against and Equity Interests in DPC

Class  Claim or Equity Interest       Status      Voting Rights
-----  ------------------------     ----------   ----------------
  D1     Other Priority Claims       Unimpaired   Deemed to Accept

  D2     Other Secured Claims        Unimpaired   Deemed to Accept
  D3     Senior PIK Toggle Note       Impaired    Entitled to Vote
         Claims
  D4     General Unsecured Claims     Impaired    Entitled to Vote
  D5     Subordinated Securities      Impaired    Deemed to Reject

         Claims
  D6     Equity Interests             Impaired    Deemed to Reject

Each holder of an Allowed Class D1 Other Priority Claim against DPC
will receive cash equal to the amount of such Allowed Claim plus
interest thereon, on or as soon as practicable after the later of:
(x) the Effective Date; or (y) the date such Claim becomes due and
Allowed or as otherwise ordered by the Bankruptcy Court.

Each holder of an Allowed Class D2 Other Secured Claim will receive
such holder's Allowed Other Secured Claim against DPC, on or as
soon as practicable after the later of: (x) the Effective Date; or
(y) the date such Claim becomes due and Allowed or as otherwise
ordered by the Bankruptcy Court:

   (a) Cash equal to the amount of such Allowed Other Secured
       Claim plus interest required to be paid under Section
       506(b) of the Bankruptcy Code (if any);

   (b) Reinstatement of the legal, equitable and contractual
       rights of the holder of such Allowed Other Secured Claim,
       subject to the provisions of this Plan; or

   (c) such other treatment as necessary to satisfy the
       requirements of Section 1124(2) of the Bankruptcy Code for
       such Allowed Other Secured Claim to be rendered Unimpaired.

If the holders of Class D3 Senior PIK Toggle Note Claims vote as a
Class to accept the Plan, unless the holder agrees to a different
treatment, each holder of an Allowed Class D3 Senior PIK Toggle
Note Claim against DPC will receive, in full and final
satisfaction, release, settlement and discharge of, and in exchange
for, its Allowed Claim its Pro Rata share of (i) the New DPC
Warrants and (ii) DPC Residual Value.  If the holders of Class D3
Senior PIK Toggle Note Claims vote as a Class to reject the Plan,
each holder of an Allowed Class D3 Senior PIK Toggle Note Claim
against DPC will receive its Pro Rata share of DPC Residual Value.

If the holders of Class D4 General Unsecured Claims vote as a Class
to accept the Plan, each holder of an Allowed Class D4 General
Unsecured Claim against DPC will receive, in full and final
satisfaction, release, settlement and discharge of, and in exchange
for, its Allowed Claim, its Pro Rata share of (i) the New DPC
Warrants and (ii) DPC Residual Value.  If the holders of Class D4
General Unsecured Claims vote as a Class to reject the Plan, each
holder of an Allowed Class D4 General Unsecured Claim against DPC
will receive its Pro Rata share of DPC Residual Value.

On the Effective Date, all Subordinated Securities Claims against
DPC will be subordinated in payment to all other Allowed General
Unsecured Claims under Section 510(b) of the Bankruptcy Code, and
each holder of an Allowed Class D5 Subordinated Securities Claim
against DPC: (x) will be enjoined from pursuing any Class D5
Subordinated Securities Claim against any of the Debtors; and (y)
will not receive or retain any distribution on account of its Class
D5 Subordinated Securities Claim against DPC.

On the Effective Date, all existing Equity Interests of DPC will be
cancelled, extinguished and discharged, and the owners thereof will
receive no distribution on account of such Equity Interests.

               Claims Against Venoco and Venoco Subs

Class   Claim or Equity Interest     Status     Voting Rights
-----   ------------------------   ----------  ----------------
  V1     Other Priority Claims      Unimpaired  Deemed to Accept
  V2     Other Secured Claims       Unimpaired  Deemed to Accept
  V3     First Lien Notes Claims     Impaired   Entitled to Vote
  V4     Second Lien Notes Claims    Impaired   Entitled to Vote
  V5     8.875% Senior Note Claims   Impaired   Entitled to Vote
  V6     General Unsecured Claims    Impaired   Entitled to Vote
  V7     Subordinated Securities     Impaired   Deemed to Reject
         Claims
  V8     Equity Interests in Venoco  Impaired   Deemed to Reject
  V9     Equity Interests in Each   Unimpaired  Deemed to Accept
         Venoco Sub

Each holder of an Allowed Class V1 Other Priority Claim against
Venoco and each Venoco Sub will receive, in full and final
satisfaction, release, settlement and discharge of, and in exchange
for, its Allowed Claim, Cash equal to the amount of such Allowed
Claim plus interest thereon, on or as soon as practicable after the
later of: (x) the Effective Date; or (y) the date such Claim
becomes due and Allowed or as otherwise ordered by the
Bankruptcy Court.

Each holder of an Allowed Class V2 Other Secured Claim will
receive, in Venoco's and each Venoco Sub's sole discretion and in
full and final satisfaction, release, settlement and discharge of,
and in exchange for, such holder's Allowed Other Secured Claim
against Venoco and each Venoco Sub, on or as soon as practicable
after the later of: (x) the Effective Date; or (y) the date such
Claim becomes due and Allowed or as otherwise ordered by the
Bankruptcy Court:

   (a) Cash equal to the amount of such Allowed Other Secured
       Claim plus interest required to be paid under Section
       506(b) of the Bankruptcy Code (if any);

   (b) Reinstatement of the legal, equitable and contractual
       rights of the holder of such Allowed Other Secured Claim,
       subject to the provisions of this Plan; or

   (c) such other treatment as necessary to satisfy the
       requirements of Section 1124(2) of the Bankruptcy Code for
       such Allowed Other Secured Claim to be rendered Unimpaired.

The First Lien Notes Claims against Venoco and each Guarantor will
be deemed Allowed in the amount of $195,183,333 under the First
Lien Notes Indenture.  Each holder of an Allowed Class V3 First
Lien Notes Claim against Venoco and each Guarantor will receive, in
full and final satisfaction, release, settlement and discharge of,
and in exchange for, its Allowed First Lien Notes Claim, its Pro
Rata share of 90% of New Common Stock issued on the Effective
Date.

The Second Lien Notes Claims against Venoco and each Guarantor will
be deemed Allowed in the amount of $171,897,136 due under the
Second Lien Notes Indenture.  Unless the holder agrees to a
different treatment, each holder of an Allowed Second Lien Secured
Claim in Class V4 will receive, in full and final satisfaction,
release, settlement and discharge of, and in exchange for, its
Allowed Claim, its Pro Rata share of the New Second Lien Warrants.

If the holders of Class V5 8.875% Senior Note Claims vote as a
Class to accept the Plan, each holder of an Allowed Class V5 8.875%
Senior Note Claim will receive, in full and final satisfaction,
release, settlement and discharge of, and in exchange for, such
holder's Allowed Claim, its Pro Rata share of (i) the New OpCo
Warrants and (ii) Venoco Residual Value, if any.  If the holders of
Class V5 8.875% Senior Note Claims vote as a Class to reject the
Plan, the holders of Allowed Class V5 8.875% Senior Note Claims
will receive its Pro Rata share of Venoco Residual Value, if any.

If the holders of Class V6 General Unsecured Claims vote as a Class
to accept the Plan, unless the holder agrees to a different
treatment, each holder of an Allowed Class V6 General Unsecured
Claim against Venoco or any Venoco Sub will receive, in full and
final satisfaction, release, settlement and discharge of, and in
exchange for, its Allowed Claim, its Pro Rata share of the (i) V6
Cash and (ii) to the extent the Class V6 General Unsecured Claims
are not satisfied in full by such V6 Cash, the Venoco Residual
Value, if any.  If the holders of Class V6 General Unsecured Claims
vote as a Class to reject the Plan, each holder of an Allowed Class
V6 General Unsecured Claim against Venoco or any Venoco Sub will
receive its Pro Rata share of Venoco Residual Value, if any.

On the Effective Date, all Subordinated Securities Claims against
Venoco and each Venoco Sub will be subordinated in payment to all
other Allowed General Unsecured Claims under Section 510(b) of the
Bankruptcy Code, and each holder of an Class V7 Subordinated
Securities Claim against Venoco and each Venoco Sub: (x) will be
enjoined from pursuing any Class V7 Subordinated Securities Claim
against any of the Debtors; and (y) will not receive or retain any
distribution on account of its Class V7 Subordinated Securities
Claim against Venoco and each Venoco Sub.

On the Effective Date, all existing Equity Interests of Venoco will
be cancelled, extinguished and discharged, and the owners thereof
will receive no distribution on account of such Equity Interests.

On the Effective Date, all existing Equity Interests in each Venoco
Sub will be reinstated and rendered Unimpaired in accordance with
Section 1124 of the Bankruptcy Code.

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

            http://bankrupt.com/misc/12_VENOCO_Plan.PDF

                           About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VENOCO INC: Signs $35-Mil. DIP Financing Agreement with Apollo
--------------------------------------------------------------
Venoco, Inc., et al., seek authority from the Bankruptcy Court to
enter into a senior secured superpriority non-amortizing delayed
draw term loan facility in an aggregate principal amount of up to
$35 million with the debtor-in-possession lenders, which are funds
managed by Apollo Capital Management L.P. or its affiliates, and
use cash collateral of the prepetition secured parties.

According to the Debtors, the cash Collateral and proceeds from the
DIP Financing, will be used to (a) fund the day-to-day operation of
the Debtors' businesses; (b) fund the expenses necessary to
preserve the value of their oil and gas assets; (c) pay adequate
protection payments; and (d) fund these Chapter 11 cases.

Wilmington Trust, National Association, serves as administrative
agent under the DIP Agreement.  The DIP Agreement has a scheduled
termination date of Dec. 31, 2016.

"Absent the liquidity provided by the DIP Financing and use of Cash
Collateral, the Debtors would, among other things, be unable to pay
vendors and suppliers resulting in a cessation of their business
operations," according to Erin R. Fay, Esq., at Morris, Nichols,
Arsht & Tunnel LLP, counsel for the Debtors.

Term Loans will bear interest, at the option of Venoco, at one of
the following rates:

  (i) the Applicable Margin plus the Base Rate, payable monthly in
      arrears; or

(ii) the Applicable Margin plus the current LIBO Rate as quoted
      by the Administrative Agent, adjusted for reserve
      requirements, if any, and subject to customary change of
      circumstance provisions, for interest periods of one, two,
      three or six months, payable at the end of the relevant
      interest period, but in any event at least quarterly;
      provided that the LIBO Rate in respect of Term Loans
      shall be not less than 1.00% per annum.

"Applicable Margin" means (1) 9.00 % per annum, in the case of Base
Rate loans and (y) 10.00% per annum, in the case of LIBO Rate
loans.

"Base Rate" means the highest of (i) the Administrative Agent's
base rate, (ii) the Federal Funds Effective Rate plus 1/2 of 1% and
(iii) the LIBO Rate for an interest period of one month plus 1.00%,
provided that in no event shall the Base Rate be less than 2.00%.

There will be an additional interest of 2% per annum during the
continuance of an event of default.

The DIP Loan Documents will require compliance with the following
milestones in accordance with the applicable timing referred to
below:

   (a) no later than Oct. 15, 2016, the Bankruptcy Court shall
       have entered the Disclosure Statement Order;

   (b) no later than Dec. 1, 2016, the Bankruptcy Court shall have
       entered the Confirmation Order; and

   (c) no later than 14 days following the Confirmation Date, the
       Effective Date shall have occurred.

The DIP Financing will permit the Debtors to pay the holders of
prepetition notes adequate protection payments during the pendency
of these Chapter 11 cases.  Upon entry of a final order, the
holders of First Lien Notes will receive payment of postpetition
interest in the ordinary course at the non-default rate under the
Prepetition First Lien indenture, as well payment of professional
fees.  Holders of the Second Lien Notes will also receive payment
of professional fees.

According to documents filed with the Court, the Lenders, who are
also the prepetition secured creditors, support the Debtors' use of
the Cash Collateral.

                           About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VENOCO INC: Taps BMC Group as Claims and Noticing Agent
-------------------------------------------------------
Venoco, Inc., and its affiliated debtors filed an application with
the Bankruptcy Court seeking authority to employ BMC Group, Inc.,
to perform certain claims and noticing functions, nunc pro tunc to
the Petition Date, in view of the number of anticipated claimants
and the complexity of their businesses.

The Debtors assert that by appointing BMC as noticing and claims
agent, the distribution of notices and processing of claims will be
expedited, and the Clerk's Office will be relieved of the
administrative burden of processing what may be a significant
number of claims.

BMC will charge the Debtors based on time spent plus payment of
out-of-pocket reimbursable expenses.

The firm's current hourly rates are:

Noticing Management

   Data Entry/Call Center/Admin Support      $25-$45
   Noticing Manager                          $65-$85

Project Management
   
   Analyst                                   $55-$75
   Consultant                                $65-$85
   Data Manager                              $65-$115
   Senior Consultant/Project Manager         $85-$150
   Director of Case Management               $125-$175
   Director of Solicitation                  $150-$185
   Executive/Principal                       $225

The Debtors request that the undisputed fees and expenses incurred
by BMC in the performance of the services be treated as
administrative expenses of their estates and be paid in the
ordinary course of business without further application to or order
of the Court.

Prior to the Petition Date, the Debtors paid a retainer to BMC in
the amount of $25,000.

As part of the overall compensation payable to BMC under the terms
of the Engagement Agreement, the Debtors have agreed to certain
indemnification obligations.

BMC represented that it is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code and neither holds
nor represents an interest adverse to the Debtors' estates nor has
a connection to the Debtors, their creditors or their related
parties.

                           About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VENOCO INC: To Protect NOLs by Restricting Common Stock Transfers
-----------------------------------------------------------------
Venoco, Inc., et al., ask the Bankruptcy Court to approve
procedures related to certain transfers of beneficial ownership of
common stock and claims of worthless stock deductions with respect
to common stock.

The Debtors related they have certain tax attributes, which include
a balance of approximately $570 million of net operating losses as
of Dec. 31, 2015.  They maintained that their ability to use their
NOL balance and other Tax Attributes to shelter future taxable
income and hence reduce potential future cash tax liabilities is of
potentially significant value to them.  

Sections 382 and 383 of the IRC limit the ability of a corporation
to utilize its Tax Attributes, including any NOL balance from
pre-change periods in taxable years following the occurrence of an
ownership change.

Accordingly, the Debtors proposed certain mechanism by which they
will monitor, and if necessary, object to certain transfers of
Beneficial Ownership of the Common Stock or claims of Worthless
Stock Deductions by certain Beneficial Owners.

"If no restrictions on transfers of the Common Stock or potential
claims of Worthless Stock Deductions with respect to Common Stock
are imposed as requested in the Tax Attribute Motion, the Debtors'
valuable Tax Attributes including the NOLs could be severely
limited or significantly diminished," said Scott M. Pinsonnault,
chief financial officer and chief restructuring officer of Venoco.

The Debtors suggested that any purchase, sale, or other transfer of
any Beneficial Ownership of Common Stock or claims of Worthless
Stock Deductions with respect to any Common Stock or any interest
therein, in each case in violation of the Procedures will be null
and void ab initio.

"Worthless Stock Deduction" means any attempt by any entity as
defined in Treasury Regulations Section 1.382-3(a)(1) or individual
to claim a loss on its U.S. federal income tax return with respect
to Beneficial Ownership of Equity Securities pursuant to section
165(g) of the Internal Revenue Code of 1986, 26 U.S.C.  1-9834, as
amended, the applicable Treasury Regulations thereunder and rulings
issued by the IRS.

                            About Venoco

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016.  Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VIPER VENTURES: Court Enters Final Decree Closing Case
------------------------------------------------------
Judge Catherine Peck McEweon on March 10, 2016, entered a final
decree closing Viper Ventures, LLC's Chapter 11 case.

In its application for a final decree, the Debtor reported that its
confirmed plan of reorganization has been substantially
consummated.

The Debtor on Nov. 12, 2015, received court approval of its
reorganization plan that provides that unsecured creditors will
eventually be paid in full with interest at the average five year
treasury rate of 1.53 percent per annum.  Holders of unsecured
claims are to be paid annually on account of their allowed
unsecured claims a pro rata share from the annual "net cash flow,"
if any, available from the disposable income of the Reorganized
Debtor.  Secured creditor Wells Fargo was to be satisfied with (i)
a payment of $3,300,000 on the Effective Date and installment
payments for the a remaining balance of $11,466,171, with interest
at 5% per annum, until paid in full on Nov. 16, 2020, or (ii) a
payment of $13,500,000 within 90 days of the Effective Date.

A copy of the Plan Confirmation Order is available at:

   http://bankrupt.com/misc/Viper_Ventures_241_Plan_Conf_Ord.pdf

Attorneys for Wells Fargo Bank, N.A.:

         Andrew M. Brumby
         SHUTTS & BOWEN LLP
         300 South Orange Avenue, Suite 1000
         Orlando, Florida 32801
         Tel: 407-423-3200
         E-mail: abrumby@shutts.com

              - and -

         Ryan C. Reinert
         SHUTTS & BOWEN LLP
         4301 W. Boy Scout Blvd., Suite 300
         Tampa, Florida 33607
         Tel: (813) 229-8900
         E-mail: rreinert@shutts.com

Counsel for the Debtor:

         Edward J. Peterson, III
         STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
         110 East Madison Street, Suite 200
         Tampa, Florida 33602
         Telephone: (813) 229-0144
         Facsimile: (813) 229-1811
         E-mail: epeterson@srbp.com

                      About Viper Ventures

Viper Ventures, LLC, is a Florida limited liability company that
owns 31 acres of waterfront land on Rattlesnake Point just south of
Gandy Boulevard in Tampa, Florida.

Viper Ventures filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 15-bk-03404) in Tampa, Florida, on April 1, 2015.
The case is assigned to Judge Catherine Peek McEwen.

The Debtor is represented by Edward J. Peterson, III, Esq., at
Stichter, Riedel, Blain & Prosser, PA, in Tampa, Florida.

The Debtor disclosed $6,669,137 in assets and $16,110,224 in
liabilities as of the Chapter 11 filing.


VIRTUAL PIGGY: Issues $200,000 Unsecured Promissory Note
--------------------------------------------------------
Virtual Piggy, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that it issued a $200,000
principal amount unsecured Promissory Note to an accredited
investor pursuant to a Promissory Note Agreement.  

The purchaser of the Note also received a two-year Warrant to
purchase a number of shares of common stock equal to twenty percent
of the principal amount invested at an exercise price of $0.90 per
share, resulting in the issuance of a Warrant to purchase 40,000
shares of Company common stock.

The Note bears interest at a rate of 10% per annum and matures on
the six month anniversary of the issuance date, or on such earlier
date that (i) the Company completes the closing of a specified
joint venture agreement or (ii) the Company completes the sale of
at least an additional $1 million of 10% Secured Convertible
Promissory Notes.  As an additional inducement, the purchaser of
the Note will receive, on the Maturity Date, a commitment fee equal
to 7.5% of the original principal amount.

                About Oink (Virtual Piggy, Inc.)

Virtual Piggy is the provider of Oink, a secure online and in-store
teen wallet.  Oink enables teens to manage and spend money within
parental controls, while gaining valuable financial management
skills.  The technology company also delivers payment platforms
designed for the Under 21 age group in the global market, and
enables online businesses the ability to function in a  manner
consistent with the Children's Online Privacy Protection Act and
similar international children's privacy laws.  The company, based
in Hermosa Beach, CA, is on the Web at: http://www.oink.com/and
holds three technology patents, US Patent No. 8,762,230, 8,650,621
and 8,812,395.

Virtual Piggy reported a net loss of $9.65 million in 2014, a net
loss of $16 million in 2013 and a net loss of $12.03 million in
2012.

As of Sept. 30, 2015, the Company had $1.31 million in total
assets, $6.26 million in total liabilities, all current, and a
$4.94 million stockholders' deficit.

Morison Cogen LLP, in Bala Cynwyd, PA, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the Company's losses from
development stage activities raise substantial doubt about its
ability to continue as a going concern.


VISTEON CORP: S&P Raises Rating to 'BB-', Outlook Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said that it has upgraded
Visteon Corp. to 'BB-' from 'B+'.  The outlook is positive.

At the same time, S&P raised its issue-level rating on the
company's senior secured debt to 'BB+' from 'BB'.  The '1' recovery
rating is unchanged, indicating S&P's expectation for very high
recovery (90%-100%) for debtholders following a hypothetical
payment default.

"We upgraded Visteon to reflect the company's sharper strategic
focus, lower debt levels, and improving credit metrics," said
Standard & Poor's credit analyst Lawrence Orlowski.  "The sale of
Visteon's Halla climate control (HVCC) segment and the company's
acquisition of JCI's electronics business have transformed it into
a pure play cockpit electronics company."  Management can now focus
its energy on competing in this space while continuing to realize
synergies from Visteon's acquisitions and expanding the company's
margins.  Moreover, the net proceeds from the sale of Visteon's
climate control business have allowed the company to reduce its
debt by about $250 million.  This, in turn, has improved the
company's key debt-based credit metrics and lowered its overall
level of financial risk.

The positive outlook on Visteon reflects that there is at least a
one-in-three likelihood that S&P could upgrade the company over the
next 12 months if it came to believe that it could sustain its key
credit metrics in line with a higher financial risk profile
assessment.

S&P could raise its ratings on Visteon if S&P expects that the
company will achieve and sustain a FOCF-to-total debt ratio of
greater than 15%.  S&P would also need to believe that the
company's debt leverage would remain below 3x on a sustained basis.
At the same time, S&P would expect to see Visteon demonstrate a
strong track record of performance, as indicated by the successful
realization of its expected synergies and cost-savings and
underscored by an improving competitive position in its cockpit
electronics business over the next 12 months.

S&P could revise its outlook on Visteon to stable if S&P came to
believe that the company could not sustainably improve its
competitive position in the cockpit electronics segment.  This
would be reflected by a decline in the company's key credit
metrics, namely the failure to sustain a debt leverage metric of
less than 3x and a FOCF-to-total debt ratio of greater than 15%.


WALTER ENERGY: Plan Filing Exclusivity Extended to July 9
---------------------------------------------------------
Judge Tamara O. Mitchell granted Walter Energy, Inc., et al., a
120-day extension (i) through and including July 9, 2016, of their
exclusive period for filing a reorganization plan; and (ii) through
and including Sept. 7, 2016, of their exclusive period for
soliciting acceptance of a reorganization plan.

This is the second exclusivity extension received by the Debtors.
In seeking the extension, the Debtors explained that they have made
significant progress since receiving a first extension.  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 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.
After closing the sale of the core assets, the Debtors will turn to
winding down the estates.

                       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.


WARREN RESOURCES: Remains in Talks with Lenders; Posts $619M Loss
-----------------------------------------------------------------
Denver, Colorado-based Warren Resources, Inc., which has elected to
not make the approximately $7.5 million interest payment due
February 1, 2016 on its senior notes, delivered to the Securities
and Exchange Commission on Thursday its Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2015.

The Company said it is in default under its credit agreements and
is continuing to seek a workable agreement regarding a consensual,
out-of-court restructuring of its debt.

Warren noted that failure to achieve an agreement with lenders will
likely necessitate seeking protection from its creditors through a
bankruptcy proceeding, in order to preserve and maximize value for
its stakeholders.

Warren added that the Company and its lenders are continuing to
evaluate whether a consensual restructuring should be effected
outside or through a bankruptcy proceeding.

Warren swung to a net loss of $619,963,000 for 2015 from net income
of $24,030,000 for 2014.  Total revenues dropped to $88,373,000 for
the year, from $150,723 in 2014.  A copy of the Annual Report is
available at http://is.gd/M1VYGC

Oklahoma City, Oklahoma-based Grant Thornton LLP, the Company's
independent registered public accounting firm, has included in its
audit opinion for the year ended December 31, 2015, a statement
that there is substantial doubt as to the Company's ability to
continue as a going concern.

Grant Thornton said on March 17, "The Company incurred a net loss
of approximately $620 million during the year ended December 31,
2015, and as of that date, the Company's current liabilities
exceeded its current assets by approximately $465.1 million and its
total liabilities exceeded its total assets by approximately $323.6
million. . . . subsequent to December 31, 2015, the Company is in
default on its unsecured senior notes, first lien credit facility
and second lien credit facility. These conditions, along with other
matters . . . raise substantial doubt about the Company's ability
to continue as a going concern."

Warren said it continues to aggressively review opportunities for
further strategic refinancing that will reduce the outstanding
principal amount of debt, provide additional liquidity and give an
opportunity to reduce cash interest expense going forward.

On May 22, 2015, Warren entered into a first lien credit agreement
by and among the Company, Wilmington Trust, National Association,
as Administrative Agent, and the lenders from time to time party
thereto, that provides for a five-year, $250 million term loan
facility which matures on May 22, 2020.  The First Lien Credit
Facility is guaranteed by Warren Resources of California, Inc.,
Warren E&P, Inc. and Warren Marcellus LLC, which are three of the
Company's wholly-owned subsidiaries and is collateralized by
substantially all of Warren's assets, including the equity
interests of the guarantors. After giving effect to certain
amendments to the First Lien Credit Facility that were adopted on
October 22, 2015, the First Lien Credit Facility includes an
escalation of certain covenants, including requirements that:

     (a) during the period commencing on June 30, 2016 until
         April 30, 2017, the consolidated first lien leverage
         ratio (as defined in the First Lien Credit Facility)
         for any period of four consecutive fiscal quarters shall
         not be greater than 5.5 to 1.0, determined as of the
         last day of each fiscal quarter, and

     (b) during the period following April 30, 2017 until the
         maturity date of the facility, the consolidated first
         lien leverage ratio for any period of four consecutive
         fiscal quarters shall not be greater than 5.0 to 1.0
         as of the last day of each fiscal quarter.

Additionally, the amendment allows for a draw down of an additional
$15 million in new first lien loans at the lender's sole
discretion, authorizes transition to a second lien credit facility
and makes certain additional changes to conform and respond to
provisions of the new Second Lien Credit Facility, including
provisions providing that:

     (a) any future draws by the Company of the remaining
         availability under the first lien facility will be at
         the discretion of the first lien lenders, and

     (b) the first lien lenders will retain discretion over
         the Company's ability to conduct asset sales with
         proceeds in excess of $1 million.

In addition, certain of the lenders exchanged approximately $69.6
million of the Company's previously issued 9.000% Senior Notes due
2022 at a discount for approximately $47.2 million of the first
lien term loans. This transaction was used to retire debt in the
amount of $14.4 million during 2015.

The annual interest rate on borrowings under the First Lien Credit
Facility is 8.5% plus LIBOR for the applicable LIBOR period (with a
minimum LIBOR rate of 1%) and is payable quarterly in arrears on
the next to last business day of each March, June, September and
December. At present, the interest rate is 9.5%. As of December 31,
2015 the Company had $234.7 million outstanding on its borrowings
under the First Lien Credit Facility and approximately $186
thousand in accrued and unpaid interest.

On October 22, 2015, the Company entered into a second lien credit
facility by and among the Company, Cortland Capital Market
Services, LLC, as Administrative Agent, and the lenders from time
to time party thereto. The Second Lien Credit Facility provides for
a five-year, approximately $51.0 million term loan facility that
matures on November 1, 2020. At closing, certain of the lenders
exchanged approximately $63.1 million in face value of
previously-issued Senior Notes held by them, plus accrued interest,
for

     (a) approximately $40.1 million of second lien term
         loans under the Second Lien Facility, and

     (b) 4,000,000 shares of Company Common Stock and, in
         addition, extended credit in the form of new second
         lien term loans in the amount of approximately
         $11.0 million.

The Second Lien Credit Facility is subject to prepayment out of the
proceeds of asset sales, subject to limited reinvestment rights and
certain excluded asset sales. The Second Lien Credit Facility is
guaranteed by Warren Resources of California, Inc., Warren E&P,
Inc. and Warren Marcellus LLC on substantially similar terms as the
guarantees related to the First Lien Credit Facility and is
collateralized by second-priority liens on substantially all of
Warren's assets, including the equity interests of the guarantors,
to the extent such assets or interests secure the First Lien Credit
Facility.

The annual interest rate on borrowings under the Second Lien
Facility is 12%, with interest payable semi-annually in arrears on
each April 20 and October 20. On the first three semi-annual
interest payment dates, beginning with April 20, 2016, the Company
may elect to pay up to all of such interest (6% per semi-annual
period) by capitalizing accrued and unpaid interest and adding the
same to the principal amount of the second lien loans then
outstanding. For the subsequent three semi-annual interest payment
dates, beginning with October 20, 2017 and ending October 20, 2018,
the Company may elect to pay up to one quarter of such interest
(1.5% per semi-annual period) by capitalizing accrued and unpaid
interest and adding the same to the principal amount of the Second
Lien Loans then outstanding. As of December 31, 2015, the Company
had approximately $52.2 million outstanding borrowings under the
Second Lien Credit Facility which consists of $51 million in
original borrowing and $1.2 million in accrued unpaid interest. The
Company has accounted for this transaction as a troubled debt
restructuring in accordance with authoritative guidance, whereby no
gain was recognized on the retirement of debt, and a premium on the
face value of the debt will be amortized over the life of the
instrument. The carrying value of the premium on Second Lien Credit
Facility as of December 31, 2015 was $22.7 million.

Due to the sustained level of lower prevailing oil and natural gas
prices and the necessity of a debt restructuring, Warren elected to
not make the approximately $7.5 million interest payment due
February 1, 2016 on its Senior Notes. The applicable 30-day grace
period for the interest payment has expired, and consequently an
event of default under the indenture governing such notes has
occurred and is continuing. This status gives the Indenture trustee
and the holders of not less than 25% in aggregate principal amount
of the Senior Notes the right declare the entire principal amount
of the Senior Notes plus accrued and unpaid interest due and
payable. In addition, this status has resulted in events of default
under Warren's First Lien Credit Facility and its Second Lien
Credit Facility, entitling the administrative agents and lead
lenders thereunder to declare all obligations under those credit
facilities to be immediately due and payable. Thus far, no such
acceleration of Warren's debt obligations has occurred.
Nevertheless, these debt instruments are now reclassified from
long-term liabilities to current liabilities.

Warren noted that as part of its plan to manage liquidity risks and
in recognition of lower oil prices, it has scaled back capital
expenditure budget and continues to explore opportunities to divest
non-core assets.

Standard & Poor's Ratings Services has lowered the Company's
corporate credit rating to 'D' from 'SD' (selective default)
following its announcement that it has skipped the interest payment
on its outstanding
$300 million 9% notes ($167 million outstanding) due 2022.  "S&P's
belief that the company will not make this payment before the
30-day grace period ends.  S&P believes that the default will be a
general default and the company will fail to pay all or
substantially all of its obligations as they come due," the ratings
firm said last month, according to a report by the Troubled Company
Reporter.

On February 18, 2016, Warren received a deficiency letter from the
Listing Qualifications Department of The NASDAQ Stock Market
notifying the Company that for the last 30 consecutive business
days the market value of the Company's publicly held shares has
been below the minimum $15 million market value of publicly held
shares requirement for continued listing on The NASDAQ Capital
Market as set forth in NASDAQ Listing Rule 5450(b)(3)(C).  In
accordance with the NASDAQ Listing Rules, the Company has been
provided a grace period of 180 calendar days, through August 16,
2016, to evidence compliance with the Rule. In order to satisfy the
Rule, the Company must evidence a market value of publicly held
shares of at least $15 million for a minimum of 10 consecutive
business days. The notice has no effect on the listing or trading
of the Company's common stock on  NASDAQ during the 180 day grace
period.

The Company was previously notified by the Staff that, based upon
its continued non-compliance with the minimum bid price
requirement, the Company's securities would be subject to delisting
from NASDAQ unless the Company timely requested a hearing before
the NASDAQ Hearings Panel. The Company has requested and been
granted a hearing date relating to the bid price deficiency, at
which hearing the Company will discuss its plans to evidence
compliance with the minimum bid price requirement.

On March 1, 2016, Marcus C. Rowland notified Warren of his decision
to resign from the Board of Directors, effective March 4, 2016. Mr.
Rowland's resignation was for personal reasons and was not due to
any disagreements with Company on any matter relating to the
Company's operations, policies or practices.

Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves.  It is primarily focused on the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.

At Dec. 31, 2015, Warren had $234,462,000 in total assets against
$558,026,000 in total liabilities and total stockholders' deficit
of $323,564,000.


WESTERN DIGITAL: Moody's Assigns Ba1 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has assigned a Ba1 corporate family
rating and a Ba1-PD probability of default rating to Western
Digital Corporation in conjunction with the company raising $18.1
billion of new debt (of which $17.4 billion is expected to be drawn
at closing) to fund the pending acquisition of SanDisk Corporation
and refinance existing debt at WDC and SanDisk.  As part of the
rating action, Moody's assigned a Ba1 rating to WDC's proposed
senior secured debt issuance and a Ba2 rating to WDC's proposed
senior unsecured debt issuance.  Moody's also assigned an SGL-2
rating indicating good liquidity.  The outlook is stable.

                         RATINGS RATIONALE

WDC's Ba1 CFR reflects the combined companies' substantial scale in
serving the storage needs for a broad range of customers across
nearly all storage media formats, with over $18 billion of combined
proforma revenues following the acquisition.  WDC will remain the
global leader in delivering hard disk drives ("HDD") in what has
become largely a duopoly after substantial industry consolidation
over the last decade.  The solid state storage market is much more
fragmented, but with the SandDisk acquisition, WDC will have the
broadest portfolio of higher growth solid state drive products
among its competitors.  WDC will augment its SSD offerings by
adding personal/removable storage products, and more importantly
will become a major provider of storage solutions for high growth
mobile devices.

The rating is tempered by WDC's significant increase in debt, the
execution risks involved in integrating SanDisk within its
operations and the revenue pressures both WDC and SanDisk have
faced over the last year.  In addition, competitor innovation,
challenging macroeconomic forces and technology changes may impact
the sales of the company's products in the future.

Moody's estimates that adjusted Debt/EBITDA leverage at closing
will be over 4.0 times, although the company expects to pay down $3
billion of bridge facilities shortly after closing, and Moody's
expects calendar year-end 2016 adjusted Debt/EBITDA leverage to be
around 3.5 times.  The rating also incorporates Moody's expectation
for operating improvements, margin expansion through cost and
revenue synergies, and expected absolute debt pay downs from
increased cash flow generation.  Moody's notes that the majority of
the combined assets and cash flows will be domiciled in foreign
subsidiaries, and efficiently accessing foreign cash flows will be
an essential component in WDC's deleveraging strategy.

The company's ability to rapidly delever may also be impacted by
the high capital requirements of the combined businesses, including
the investments needed to transition SanDisk's SSD platform to the
next generation 3D technology and the costs to incurred with the
SanDisk integration.  The SanDisk acquisition also follows on the
heels of WDC's ongoing assimiliation of its Hitachi Global Storage
Technologies operations, which had only recently been allowed to be
fully integrated by Chinese government regulators.

The SGL-2 rating reflects good liquidity, primarily supported by
large cash balances and solid availability under the revolving
credit facility.  Given the near-term cost assumptions to integrate
SanDisk, Moody's expects the company to generate modest free cash
flow through the end of calendar 2016, with free cash flow ramping
rapidly towards the end of 2017.  Moody's expects the company to
operate with about $3 billion of cash and equivalents on its
balance sheet.  The company will maintain a $1 billion revolving
credit facility as a source for external liquidity, with about $300
million expected to be utilized over the 12 months following the
close of the acquisition.

The ratings for WDC's debt instruments comprise both the overall
probability of default to which Moody's assigned a PDR of Ba1-PD
and an average family loss given default assessment.  Moody's rates
the company's senior secured debt Ba1, LGD-3, recognizing that a
substantial portion of the company's assets and cash flows are at
foreign subsidiaries.  The senior secured debt benefits from a
collateral package that includes upstream guarantees of certain
domestic subsidiaries, a pledge of the assets of certain domestic
subsidiaries and a pledge of the shares of certain domestic
subsidiaries and certain international subsidiaries.  The Ba2,
LDG-5 rating on the senior unsecured notes reflects the
instruments' junior position in the capital structure as the notes
do not share in the collateral package with the senior secured debt
holders.

The stable outlook reflects Moody's expectations that WDC will make
tangible progress in integrating SanDisk and will grow revenues and
operating margins in the near term.  Moody's expects WDC to
effectively manage the evolving transition of storage media, retain
its strong share of the HDD market and remain a major player in SSD
and other emerging storage technologies.

WDC's rating could be upgraded if the company successfully
integrates SanDisk, achieves strong revenue growth, and attains
synergies such that adjusted operating margins consistently stay
around 20% and high levels of free cash flow are generated.  The
rating could also be considered for an upgrade if the company
maintains adjusted Debt/EBITDA leverage below 3.0 times.

WDC's ratings could be downgraded if the company suffers
integration issues, its operating margins do not improve as
anticipated, the company loses market share, or there is a change
in the company's competitive position or it engages in aggressive
financial policies.  The rating may also be downgraded if WDC's
adjusted operating margins stay below 12% and adjusted Debt/EBITDA
leverage remains above 4.0 times.

Rating Actions

Western Digital Corporation --
  Corporate Family Rating -- Assigned Ba1
  Probability of Default Rating -- Assigned Ba1-PD
  Speculative Grade Liquidity Rating -- Assigned SGL-2
  Senior Secured Credit Facilities -- Assigned Ba1 (LGD3)
  Senior Secured Notes -- Assigned Ba1 (LGD3)
  Senior Unsecured Notes -- Assigned Ba2 (LGD5)

Outlook is stable

WDC is a worldwide leader in the design, manufacture and marketing
of storage hardware and solutions used in systems ranging from
personal computers and consumer electronics to data centers.  On
Oct. 21, 2015, the company announced the acquisition of SanDisk
Corporation.

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


WIDEOPENWEST FINANCE: Bank Debt Trades at 2% Off
------------------------------------------------
Participations in a syndicated loan under which WideOpenWest
Finance LLC is a borrower traded in the secondary market at 97.73
cents-on-the-dollar during the week ended Friday, March 11, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.38 percentage points from the
previous week.  WideOpenWest Finance pays 350 basis points above
LIBOR to borrow under the $1.41 billion facility. The bank loan
matures on April 1, 2019 and carries Moody's Ba3 rating and
Standard & Poor's B rating.  The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended March 11.


WILFRED HOLZINGER: U.S. Trustee Forms 2-Member Committee
--------------------------------------------------------
The Office of the U.S. Trustee appointed two creditors of Wilfred
Holzinger and Jean Susanne Holzinger to serve on the official
committee of unsecured creditors.

The committee members are:

     (1) City of Highland, Illinois
         Attn: Duane Clarke
         Bruckert, Gruenke & Long, PC
         1002 East Wesley Drive, Suite 100
         O'Fallon, IL 62269
         Phone: 618-624-4221
         Fax: 618-624-1812
         Email: dcc@bglattorneys.com

     (2) State Bank of St. Jacob
         Attn: Steven S. Aebischer
         102 West 4th Street
         St. Jacob, IL 62281
         Phone: 618-644-5555
         Fax: 618-644-5777
         Email: Steve.Aebischer@statebankofstjacob.com

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

                      About The Holzingers

Wilfred Holzinger and Jean Susanne Holzinger sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No.
16-30015) on January 8, 2016.


WINDSOR FINANCIAL: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Windsor Financial Group LLC, filed with the U.S. Bankruptcy Court
for Southern District of New York its schedules of assets and
liabilities, disclosing:

     Schedule A/B: Assets-Real and Personal Property

          1a. Real property:                                   $0

          1b. Total personal property:                   $274,238
                                                -----------------
          1c. Total of all property:                     $274,238

     Summary of Liabilities

          Schedule D: Creditors Who Have Claims
            Secured by Property                        $4,860,000

          Schedule E/F: Creditors Who Have
            Unsecured Claims

              3a. Total claim amounts of  
                  priority unsecured claims             $615,493

              3b. Total amount of claims of
                  nonpriority amount of
                  unsecured claims                    $14,495,155
                                                -----------------
          Total liabilities                           $19,970,648

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

         http://bankrupt.com/misc/Windsor_F_48_SAL.pdf

                     About Windsor Financial

Windsor Financial Group LLC owned and operated ASICS retail stores
in the United States through a license agreement with ASICS America
Corporation.  It opened 13 ASICS retail stores -- including ASICS's
North American flagship store in Times Square
-- expanding ASICS's brand and presence in the United States.

On June 24, 2015, ASICS terminated Windsor's retail operating
agreement due to breach, including for failure to pay for
merchandise it purchased for resale.

On July 28, 2015, ASICS filed a complaint against Windsor in the
California District Court, Civil Action No. 8:15-cv-01194-JVS-JVM,
for injunctive relief and damages for the Debtor's breach of the
MRA, trademark infringement and unfair competition.  ASICS seeks
damages of no less than $5,753,096.

Windsor Financial Group filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016, intending to
use the chapter 11 process to sue ASICS for its misconduct and
fraud in the hopes of using those litigation proceeds to provide a
distribution to creditors and equity.

Armando Ruiz, the CEO, signed the bankruptcy petition.

The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.

Lowenstein Sandler LLP serves as the Debtor's counsel.

The meeting of creditors to be held pursuant to section 341(a) of
the Bankruptcy Code has been adjourned twice, and is scheduled to
take place March 24, 2016.


WINDSOR FINANCIAL: Proposes May 10 Claims Bar Date
--------------------------------------------------
Windsor Financial Group LLC, is asking the U.S. Bankruptcy Court
for the Southern District of New York to enter an order directing
all persons and entities, that assert a claim arising prior to the
Debtor's bankruptcy filing to file a proof of claim in writing or
electronically on the Court's Web site at
http://www.nysb.uscourts.gov/so that the claim is received on or
before May 10, 2016 at 5:00 p.m. (prevailing Eastern time).  The
Debtor says it is withdrawing its previous motion, filed Feb. 23,
2016, seeking to establish deadlines for filing proofs of claim.

                     About Windsor Financial

Windsor Financial Group LLC owned and operated ASICS retail stores
in the United States through a license agreement with ASICS America
Corporation.  It opened 13 ASICS retail stores -- including ASICS's
North American flagship store in Times Square -- expanding ASICS's
brand and presence in the United States.

On June 24, 2015, ASICS terminated Windsor's retail operating
agreement due to breach, including for failure to pay for
merchandise it purchased for resale.

On July 28, 2015, ASICS filed a complaint against Windsor in the
California District Court, Civil Action No. 8:15-cv-01194-JVS-JVM,
for injunctive relief and damages for the Debtor's breach of the
MRA, trademark infringement and unfair competition.  ASICS seeks
damages of no less than $5,753,096.

Windsor Financial Group filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 16-10097) on Jan. 15, 2016, intending to
use the chapter 11 process to sue ASICS for its misconduct and
fraud in the hopes of using those litigation proceeds to provide a
distribution to creditors and equity.

Armando Ruiz, the CEO, signed the bankruptcy petition.

The Debtor estimated both assets and liabilities in the range of
$10 million to $50 million.

Lowenstein Sandler LLP serves as the Debtor's counsel.

The meeting of creditors to be held pursuant to section 341(a) of
the Bankruptcy Code has been adjourned twice, and is scheduled to
take place March 24, 2016.


WINDSTREAM SERVICES: Moody's Assigns B1 Rating on New Sr. Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD3) rating to
Windstream Services, LLC new senior secured term loan.  Windstream
plans to raise an incremental $400 million of secured debt to fund
the repayment of near term maturities.  Coincident with the term
loan offering, Windstream has launched a tender offer to redeem up
to $350 million of its 7.875% unsecured notes due November 2017.
Moody's has affirmed Windstream's B1 corporate family rating SGL-2
speculative grade liquidity rating and maintained stable outlook
based on the improvement in Windstream's liquidity profile from the
reduction in near term maturities.

Moody's has downgraded the ratings of Windstream's existing secured
debt to B1 from Ba3 as a result of the proposed increase in secured
debt.  Moody's believes the collateral for the secured debt is
deficient relative to the total secured indebtedness and an
increase in secured debt will result in a corresponding increase in
expected loss.  The ratings for Windstream's unsecured debt remain
at B2 (LGD4), one notch below the CFR due to its junior position in
the capital structure.  Moody's believes that the ratings
differential between the unsecured notes and the CFR will remain at
one notch even if Windstream continues to shift to a more secured
capital structure.  This assumes that the collateral for the
secured debt remains unchanged.

Issuer: Windstream Services, LLC

Assignments:

  Senior Secured Bank Credit Facilities, Assigned B1 (LGD3)

Affirmations:

  Probability of Default Rating, Affirmed B1-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-2
  Corporate Family Rating, Affirmed B1
  Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4)

Downgrades:

  Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3)
   from Ba3 (LGD3)

Outlook Actions:

  Outlook, Remains Stable

                         RATINGS RATIONALE

Windstream's B1 corporate family rating reflects its scale as a
national wireline operator with a stable, predictable base of
recurring revenues, offset by high leverage, a declining top line
and margin pressure.  The rating is also pressured by management's
shareholder friendly stance on capital allocation, as reflected in
the REIT sale-leaseback transaction and its recent share repurchase
activity.  The rating incorporates Moody's view that Windstream's
leverage will remain around 5x Debt to EBITDA (Moody's Adjusted)
for the next several years.  Moody's expects Windstream to monetize
its remaining stake in its REIT partner, Communications Sales &
Leasing (CS&L) over the next few quarters and that Windstream will
use 100% of the proceeds for debt reduction.

Moody's believes that Windstream faces a continued erosion of
EBITDA and cash flows as a result of prior underinvestment. Moody's
expects EBITDA to decline in the low single digit percentage range
for the next several years, although some of this impact could be
offset by expense reduction or the benefits of greater investment
into the consumer segment (both organically and through CAF-II).
To reflect this weaker outlook and the deterioration of
Windstream's equity cushion, Moody's has tightened the range of
credit metrics that represent the boundaries of Windstream's B1
rating by 0.5x.  Also, Moody's has changed how we reflect the
capital lease obligation in our analysis and will incorporate the
as-reported amount of the lease instead of our prior estimate at 5x
rent.  The incorporation of the as-reported capital lease amount
adds approximately 1x to Moody's adjusted leverage.  The result of
these changes is a new limit for leverage at B1 of 5.25x from 4.75x
prior.

Moody's views Windstream as having good liquidity, supported by $31
million of cash as of Dec. 31, 2015, and Moody's estimate of
approximately $700 million available on its $1.25 billion revolver
as of March 2016.  Pro forma for the refinance transaction,
Windstream will have $460 million of unsecured notes due November
2017.  Moody's expects Windstream to realize approximately $600
million from the sale of its stake in CS&L, which the company has
committed to use for debt reduction.  Moody's expects Windstream to
consume approximately $200 million of cash in 2016, which will
reduce revolver availability or cash proceeds from the CS&L sale.
The company's ability to borrow under the revolving facility is
subject to leverage and interest coverage covenants.  Moody's
expects Windstream to have ample amount of cushion under both of
its financial covenants.

The ratings for the debt instruments comprise both the overall
probability of default of Windstream, to which Moody's maintains a
PDR of B1-PD, the average family loss given default assessment and
the composition of the debt instruments in the capital structure.
Moody's rates the senior secured debt including the $1.25 billion
revolver and approximately $1 billion of term loans at B1, LGD3.

Windstream's secured debt benefits from a collateral package that
includes a pledge of assets and upstream guarantees from
subsidiaries representing approximately 20% of total company cash
flow.  Also, the secured debt benefits from a pledge of the equity
interest in certain non-guarantor subsidiaries.  The ratings
recognize that regulatory restrictions may that limit the
collateral pledge for certain non-guarantor subsidiaries.  In
addition the ratings on the secured debt reflect the change in
collateral value following the contribution of Windstream's outside
plant assets to the REIT entity.  For this reason, there is no
ratings gap between the secured debt and the CFR. Windstream's
senior unsecured notes are rated B2, LGD4, reflecting their junior
position in the capital structure.

The stable outlook reflects Moody's view that Windstream will
maintain approximately flat leverage in 2016 and 2017 as debt
repayment temporarily offsets EBITDA erosion.  Moody's could raise
Windstream's ratings if leverage were to be sustained below 4.5x
(Moody's adjusted) and free cash flow to debt were in the
mid-single digits percentage range.  Moody's could lower the
ratings if leverage were to be sustained above 5.25x (Moody's
adjusted) or free cash flow is negative, on a sustained basis.
Additionally, the ratings would face downward pressure if capital
investment is reduced below the level sufficient to improve the
company's competitive position or cost structure.

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010.

Windstream Corporation, Inc. is a telecommunications and IT
services provider headquartered in Little Rock, AR.  The company
was formed by a merger of Alltel Corporation's wireline operations
and Valor Communications Group in July 2006.  Windstream has
continued to grow through acquisitions and, following the
acquisition of PAETEC Holding Corp. in 2011, Windstream provides
services in 48 states.


ZLOOP INC: CRO Makes Interim Amendments to SALs and SOFAs
---------------------------------------------------------
ZLOOP, Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware interim amendments to its schedules of assets
and liabilities and statements of financial affairs based on
information disclosed to and discovered by William H. Henrich, who
was appointed CRO.  A copy of Interim Amendments to the Schedules
is available at no extra charge at:

           http://bankrupt.com/misc/ZLOOP_328_Am_SAL.pdf

In its schedules, the Debtor disclosed:

     Schedule A/B: Assets-Real and Personal Property

          1a. Real property:                           $2,568,403

          1b. Total personal property:                $14,702,650
                                                -----------------
          1c. Total of all property:                  $17,271,053

     Summary of Liabilities

          Schedule D: Creditors Who Have Claims
            Secured by Property                                $0

          Schedule E/F: Creditors Who Have
            Unsecured Claims                             $201,613

              3a. Total claim amounts of  
                  priority unsecured claims           $23,967,412

              3b. Total amount of claims of
                  nonpriority amount of
                  unsecured claims                    $14,495,155
                                                -----------------
          Total liabilities                           $24,169,025

                     About ZLOOP, Inc.

ZLOOP, Inc., and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015.  

ZLOOP operates a proprietary, state of the art, 100% landfill free
eWaste recycling company headquartered in Hickory, North Carolina.

The Debtors tapped DLA Piper LLP as counsel.

As of the Petition Date, the Debtors' unaudited consolidated
balance sheet reflect total assets of approximately $25 million,
including the land and improvements, but excluding certain
commodity inventories that are the output of eWaste recycling, and
total liabilities of approximately $32 million.

On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter
11 cases appointed Recycling Equipment Inc., E Recycling Systems
LLC and Carolina Metals Group to serve on the official committee
of
unsecured creditors.  The committee is represented by Cole Schotz
P.C.

                            *     *     *

Zloop, Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a Joint Chapter 11 Plan of Liquidation and
accompanying disclosure statement, which contemplate the sale of
substantially all of the Debtors's assets, before, on or following
the Effective Date.


ZLOOP INC: Wants Removal Period Extended to July 6
--------------------------------------------------
ZLOOP, Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a second motion to extend the time to file
notices of removal of related proceedings.  The Debtors are asking
the Court to extend by 120 days through and including July 6, 2016,
the deadline to file notices or motions of removal of related
proceedings.

                     About ZLOOP, Inc.

ZLOOP, Inc., and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015.  

ZLOOP operates a proprietary, state of the art, 100% landfill free
eWaste recycling company headquartered in Hickory, North Carolina.

The Debtors tapped DLA Piper LLP as counsel.

As of the Petition Date, the Debtors' unaudited consolidated
balance sheet reflect total assets of approximately $25 million,
including the land and improvements, but excluding certain
commodity inventories that are the output of eWaste recycling, and
total liabilities of approximately $32 million.

On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter
11 cases appointed Recycling Equipment Inc., E Recycling Systems
LLC and Carolina Metals Group to serve on the official committee
of
unsecured creditors.  The committee is represented by Cole Schotz
P.C.

                            *     *     *

Zloop, Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a Joint Chapter 11 Plan of Liquidation and
accompanying disclosure statement, which contemplate the sale of
substantially all of the Debtors' assets, before, on or following
the Effective Date.


[*] Moody's Concludes Reviews of 7 Oilfield Services Companies
--------------------------------------------------------------
Moody's Investors Service, on March 14, 2016, concluded rating
reviews on seven US oilfield services companies.  Moody's confirmed
one company's rating, downgraded one company's rating one notch,
three companies' ratings two notches, one company's rating three
notches and one company's rating four notches.

Oil prices have dropped substantially reflecting continued
oversupply in the global oil markets, very high inventory levels
and additional Iranian oil exports coming on line.  Moody's lowered
its oil price estimates on January 21 and expects a slow recovery
for oil prices over the next several years.  Moody's expects that
oilfield services companies will face an extremely challenging
operating environment through at least 2018. Significantly reduced
upstream capital spending and the declining creditworthiness of
upstream customers coupled with an already over-supplied equipment
market will keep pricing under heavy pressure through 2018.
Leverage and cash flow metrics are expected to deteriorate into
2017 as demand for oilfield services declines.

The drop in oil prices and weak natural gas prices has caused a
fundamental change in the energy industry, and its ability to
generate cash flow has fallen substantially.  Moody's believes this
condition will persist for several years.  As a result, Moody's is
recalibrating the ratings of many energy companies to reflect this
industry shift.  For oilfield service companies specifically,
weakening cash flow and liquidity, limited capital market access,
and depressed asset values will hinder the ability of companies to
meaningfully reduce debt creating significant stress in the
industry.  Moody's rating actions reflect the relative credit risk
of oilfield service providers based on each company's leverage,
liquidity, maturity profile, contract coverage, market position,
diversification, and the quality of the customer base.

                         RATINGS RATIONALE

FMC Technologies, Inc.
Lead Analyst: Amol Joshi, CFA

Moody's confirmed FTI's Baa2 senior unsecured rating, with a
negative outlook.  Moody's also confirmed the Prime-2 short-term
commercial paper rating.  The Baa2 senior unsecured rating is
supported by the company's leading position in subsea systems, its
sizable backlog, and management's long track record of conservative
financial policies.  FTI's rating also considers the company's
heavy reliance on the relatively limited and highly-specialized,
subsea equipment sector, an area that represented a significant
proportion of total revenues and operating income in 2015.  Margins
will be pressured through 2017 as the company competes for market
share and works with its customers under financial stress.  While
cash flow generation and credit metrics will weaken through 2017,
the deterioration will remain modest relative to peers.  Barring
any large debt financed acquisitions, leverage is expected to
remain under 2.5x and the company will maintain a strong liquidity
profile, which are important factors supporting the rating.

The negative outlook reflects the potential for a greater than
expected deterioration in credit metrics if the demand for the
company's products remains subdued or due to an increase in
shareholder distributions in the form of share repurchases.  An
increase in debt to fund a sizable acquisition or shareholder
distributions could result in a downgrade.  FTI's rating could be
downgraded if the ratio of debt to EBITDA approaches 3.0x.  To be
considered for an upgrade, FTI's debt to EBITDA needs to be
approaching 1.5x.  All share repurchases should be funded with
internally generated cash flow.

                  Forum Energy Technologies, Inc.

Lead Analyst: Andrew Brooks

Moody's downgraded Forum Energy's Corporate Family Rating to B1
from Ba2, with a stable outlook.  The downgrade reflects Forum's
direct exposure to the severe downturn in upstream E&P capital
spending in response to the collapse in crude oil prices.  The
revenue decline in 2015 has been significant leading to near
break-even EBITDA expectations entering 2016, despite substantial
cost reductions.  The rating is supported by the company's limited
use of debt financing and the strength of its conservatively
leveraged balance sheet, which has helped it manage downside risk
over periods of stressed business conditions.  Moreover, Forum's
limited capital spending requirements and conversion of working
capital into cash during cyclical downturns have enabled Forum to
consistently generate positive free cash flow since its 2012 IPO,
which it expects to continue in 2016-2017.  While Forum has
achieved a high rate of historical growth through acquisitions, it
has employed sound financial policies guided by a seasoned
management team, operating under a board of directors comprised of
senior executives with deep industry backgrounds.

Forum's stable outlook reflects its ability to generate free cash
flow and maintain strong liquidity over the course of very weak
industry conditions.  A rating downgrade would be considered should
Forum depart from its strategy of conservatively managing its
balance sheet such that debt/EBITDA is sustained above 4.5x or
should it undertake a leveraging acquisition.  A rating upgrade
could be considered should annual EBITDA exceed $200 million,
presuming this growth generates a 6% or higher consolidated return
on assets (EBIT/assets) with leverage remaining within the
company's stated goal of 2x net debt/EBITDA.

                   National Oilwell Varco, Inc.

Lead Analyst: Peter Speer

Moody's downgraded National Oilwell Varco's (NOV) senior unsecured
ratings to Baa1 from A2, with a stable outlook.  Moody's also
downgraded NOV's short-term commercial paper rating to Prime-2 from
Prime-1.  The Baa1 rating incorporates Moody's expectation that
NOV's cash flow will continue to decline in 2016 and likely remain
at significantly reduced levels for several years, resulting in
much weaker credit metrics through at least 2017. While demand for
the company's products and services tied to new offshore drilling
and land rig construction will remain weak, revenue from products
and services tied to ongoing production activity should provide a
meaningful base level of ongoing cash flow.  Moody's expects that
reduced capital spending and working capital balances will support
free cash flow generation to repay debt in 2016 and 2017, helping
to partially offset the company's reduced cash flow profile.  The
Baa1 rating is supported by the company's leading market positions,
proprietary technology that lowers its customers' finding and
development costs, and its large cash balances that mitigate its
financial risks.

The stable rating outlook is based on Moody's expectations for free
cash flow generation and debt reduction.  If net Debt/EBITDA rises
above 3x then NOV's ratings could be downgraded.  If NOV were to
make large acquisitions without substantial equity funding or
conduct further share repurchases then its rating could be
downgraded.  In order for the ratings to be upgraded, gross
Debt/EBITDA would need to be sustained below 2.5x, while
maintaining sizable cash balances.

                  Oceaneering International, Inc.

Lead Analyst: Sajjad Alam

Moody's downgraded Oceaneering's senior unsecured ratings to Baa3
from Baa2, with a stable outlook.  The downgrade incorporates
weaker cash flows and the challenging industry conditions that
Moody's anticipates for Oceaneering through 2017, based on
restrained drilling activity in global deepwater and
ultra-deepwater markets.  The Baa3 rating is supported by
Oceaneering's manageable leverage, leading market position in the
offshore remotely operated vehicles services segment, and
significant financial flexibility.  Although leverage could
approach 3x in 2017 in a severe downturn, Oceaneering is
aggressively trying to reduce costs and capex, and has indicated
its intention to reduce dividends if these cannot be covered with
internally generated cash flow.

Oceaneering's stable outlook reflects management's commitment to
maintain cash flow neutrality, ample liquidity and prudent
financial policies.  The rating could be downgraded if leverage
cannot be sustained below 3x.  Debt-funded shareholder-friendly
activities that compromise liquidity could also prompt a negative
rating action.  An upgrade to Baa2 is unlikely through 2016 given
unfavorable industry fundamentals.  Longer term, improved scale and
diversification combined with consistent free cash flow generation
and a debt to EBITDA ratio below 2x in a stable market could pave
the way for a higher rating.

                       SEACOR Holdings Inc.

Lead Analyst: Pete Speer

Moody's downgraded SEACOR's Corporate Family Rating (CFR) to B3
from Ba3, with a stable outlook.  Moody's also downgraded SEACOR's
senior notes due 2019 to Caa1 from Ba3.  The downgrade reflects the
company's high financial leverage metrics, caused primarily by the
deteriorating earnings in its offshore marine services segment that
Moody's expects to persist through at least 2017.  The downgrade
also incorporates the company's increased structural complexity,
with debt being issued at multiple subsidiaries, and the event risk
related to the potential spin-off of its offshore marine services
business.

The stable outlook is supported by SEACOR's large cash and
investment balances relative to debt, which provides strong
liquidity in light of the company's reduced operating cash flows,
sizable capital commitments and upcoming debt maturities.  If debt
(net of cash and investment balances)/EBITDA increases above 4x
then the ratings could be downgraded.  Substantial share
repurchases, special dividends or acquisitions that increases
leverage and/or significantly reduces the company's cash and
investment balances could result in a ratings downgrade.  In order
for the ratings to be upgraded, gross Debt/EBITDA would have to be
sustained below 5x.

                           SESI, L.L.C.

Lead Analyst: Sajjad Alam

Moody's downgraded SESI's senior unsecured notes to B2 from Baa3,
with a negative outlook.  Moody's also assigned SESI a B1 Corporate
Family Rating.  The downgrade reflects Moody's expectation of
significantly weaker cash flow and credit metrics through 2017 and
the elevated risks of a potential covenant breach in the second
half of 2016.  Moody's expects pricing and utilization for SESI's
products and services to remain depressed due to low upstream
capital spending and industry-wide overcapacity. D espite amending
its financial covenants in early 2016, Moody's believes the company
may have to renegotiate the covenants.  The B1 CFR is supported by
SESI's scale and diversification across most US basins, meaningful
international and offshore presence, broad suite of product and
service offerings and its $564 million of cash.  SESI's management
remains committed to maintaining conservative financial policies to
weather the current downturn and the rating reflects Moody's
expectation that management will preserve cash and use it prudently
given the uncertainty around the duration of the downturn.
Moreover, management is trying to trim operating costs, streamline
businesses and limit discretionary capex to protect its balance
sheet and liquidity.

The negative outlook considers the company's weakening credit
metrics and the potential need to renegotiate financial covenants.
SESI's CFR could be downgraded if the EBITDA/interest ratio cannot
be sustained above 2x or if the company's cash cushion is
substantially eroded.  An upgrade would be considered if SESI can
maintain leverage near 4x in a stable to improving market.

                  Weatherford International Ltd.

Lead Analyst: Gretchen French

Moody's downgraded Weatherford's (incorporated in Bermuda)
Corporate Family Rating (CFR) to Ba3 from Ba1, with a negative
outlook.  The downgrade reflects the expectation of fundamentally
weaker oilfield services conditions through 2017, which will
pressure Weatherford's cash flow and credit metrics.  While Moody's
positively notes the actions Weatherford has taken in response to
the downturn, including its recent equity raise, additional
headcount and cost reductions, and focus on free cash flow
generation and debt reduction, we anticipate very weak upstream
activity levels in 2016 and into 2017 to constrain cash flows.
With lower cash flows, Weatherford's ability to reduce debt with
free cash flow could become more constrained, resulting in a higher
reliance on external sources of capital to repay upcoming debt
maturities.  Weatherford's Ba3 CFR is supported by: its scale and
strong market positions in several product lines; its geographic
diversification, with a substantial portion of its revenue coming
from markets outside the more volatile North American market; and
its numerous patented products and technologies, which give the
company a competitive edge in several markets.

The negative rating outlook reflects the risk that cash flow could
be challenged into 2017, increasing the company's reliance on
external capital to refinance upcoming debt maturities.
Weatherford's ratings could be downgraded should liquidity weaken
or retained cash flow/debt remain in 5% or lower range, without a
clear trajectory to lower leverage levels.  The ratings could be
upgraded if Weatherford reduces debt levels sufficiently in order
to support retained cash flow/debt above 10% on a sustainable
basis.

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

Issuer: FMC Technologies, Inc.

Confirmations:

  Issuer Rating, Confirmed at Baa2
  Senior Unsecured Commercial Paper, Confirmed at P-2
  Senior Unsecured Regular Bond/Debentures, Confirmed at Baa2

Outlook Actions:

Issuer: FMC Technologies, Inc.
  Outlook, Changed To Negative From Rating Under Review

Issuer: Forum Energy Technologies, Inc.
Downgrades:

  Probability of Default Rating, Downgraded to B1-PD from Ba2-PD
  Corporate Family Rating, Downgraded to B1 from Ba2
  Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD
   4) from Ba3 (LGD 5)

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:

Issuer: Forum Energy Technologies, Inc.
  Outlook, Changed To Stable From Rating Under Review

Issuer: National Oilwell Varco, Inc.

Downgrades:
  Senior Unsecured Commercial Paper, Downgraded to P-2 from P-1
  Senior Unsecured Regular Bond/Debentures, Downgraded to Baa1
   from A2

Outlook Actions:

Issuer: National Oilwell Varco, Inc.
  Outlook, Changed To Stable From Rating Under Review

Issuer: Oceaneering International, Inc.
Downgrades:
  Senior Unsecured Bank Credit Facility, Downgraded to Baa3 from
   Baa2
  Senior Unsecured Regular Bond/Debenture, Downgraded to Baa3 from

   Baa2

Outlook Actions:

Issuer: Oceaneering International, Inc.
  Outlook, Changed To Stable From Rating Under Review

Issuer: SEACOR Holdings Inc.
Downgrades:
  Probability of Default Rating, Downgraded to B3-PD from Ba3-PD
  Corporate Family Rating, Downgraded to B3 from Ba3
  Senior Unsec. Shelf, Downgraded to (P)Caa1 from (P)Ba3
  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 (LGD

   4) from Ba3 (LGD 4)

Outlook Actions:

Issuer: SEACOR Holdings Inc.
  Outlook, Changed To Stable From Rating Under Review

Issuer: SESI, L.L.C.
Downgrades:

  Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD
   4) from Baa3

Assignments:

  Corporate Family Rating, Assigned B1

Reinstatements:

  Probability of Default Rating, Reinstated to B1-PD
  Speculative Grade Liquidity Rating, Reinstated to SGL-3

Outlook Actions:

Issuer: SESI, L.L.C.

  Outlook, Changed To Negative From Rating Under Review

Issuer: Weatherford International, LLC (Delaware)
Downgrades:
  Subordinate Shelf, Downgraded to (P)B1 from (P)Ba2
  Senior Unsec. Shelf, Downgraded to (P)Ba3 from (P)Ba1
  Senior Unsecured Regular Bond/Debentures, Downgraded to Ba3 (LGD

   4) from Ba1 (LGD 4)

Outlook Actions:

Issuer: Weatherford International, LLC (Delaware)
  Outlook, Changed To Negative From Rating Under Review

Issuer: Weatherford International Ltd. (Bermuda)

Downgrades:
  Probability of Default Rating, Downgraded to Ba3-PD from Ba1-PD
  Corporate Family Rating, Downgraded to Ba3 from Ba1
  Pref. Shelf, Downgraded to (P)B2 from (P)Ba3
  Subordinate Shelf Downgraded to (P)B1 from (P)Ba2
  Preference Shelf, Downgraded to (P)B2 from (P)Ba3
  Senior Unsec. Shelf, Downgraded to (P)Ba3 from (P)Ba1
  Senior Unsecured Regular Bond/Debentures, Downgraded to Ba3 (LGD

   4) from Ba1 (LGD 4)

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

Affirmations:

  Senior Unsecured Commercial Paper, Affirmed NP

Outlook Actions:

Issuer: Weatherford International Ltd. (Bermuda)
  Outlook, Changed To Negative From Rating Under Review



[*] Moody's Says Oil & Gas Stress Index Drops to Worst Level
------------------------------------------------------------
Moody's Oil & Gas Liquidity Stress Index surged to a record high of
27.2% following the downgrade of the ratings of 19 energy companies
in February 2016. The energy LSI has now surpassed its previous
high of 24.5% during the last recession, the rating agency says in
its most recent edition of SGL Monitor Flash.

February marks the biggest month ever for liquidity downgrades,
with the ratings of 17 energy exploration & production companies
among the 25 total companies downgraded. Ten E&P companies'
liquidity ratings were cut to SGL-4, Moody's lowest liquidity
rating, along with one energy oilfield services company.

Moody's also downgraded to SGL-4 renewable energy project company
TerraForm Power Operating LLC (B3 negative) and marine services
concern Teekay Corp. (B2 negative), each lowered one notch.

"The prolonged weakness in energy sector credit conditions is
driving the sustained increase in the LSI," said John Puchalla, a
Moody's Senior Vice President. "Energy liquidity downgrades came as
part of our ongoing review of oil & gas companies globally in light
of the weaker price environment."

Moody's composite Liquidity Stress Index jumped to 8.9% in February
from 7.9% in mid-January and is now at the highest level since
November 2009.

"The composite LSI has been increasing since November 2014 and has
moved above its long-term average," said Puchalla. "This
progression signals that the default rate will continue to rise as
the year progresses."

Moody's forecasts that the US spec-grade default rate will rise to
4.7% in January 2017 from a current 3.1%. Nevertheless, most
liquidity strains continue to relate to commodity price weakness
and the resulting derivative effects.


                            *********

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
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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.

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