TCR_Public/160325.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 25, 2016, Vol. 20, No. 85

                            Headlines

133 CHESAPEAKE: Court Junks Tenants' Appeal from Sale Order
ACTUANT CORP: Moody's Lowers CFR to Ba2, Outlook Negative
AIR CANADA: S&P Revises Outlook to Positive & Affirms 'B+' CCR
ALLEGHENY TECHNOLOGIES: S&P Lowers CCR to 'B+', Outlook Negative
ALLY FINANCIAL: Adopts Majority Voting Standard for Directors

AMAN RESORTS: Says Brown Rudnick Unauthorized to File Answer
ANACOR PHARMACEUTICALS: FDA Accepts NDA for Crisaborole Ointment
ASR 2401: Seeks Final Decree Closing Ch. 11 Case
ASR CONSTRUCTORS: Cases Dismissed, 2nd Distribution OK'd
B & L EXCAVATING: Case Summary & 20 Largest Unsecured Creditors

BIRMINGHAM COAL: Can Employ Jan Kizziah as Mining Consultant
BLUE EARTH: Establishes Procedures to Protect NOLs
BOYD GAMING: Fitch Rates $500MM Unsec. Notes Due 2026 'B-'/'RR5'
BOYD GAMING: S&P Assigns 'B-' Rating on $500MM Sr. Unsec. Notes
BTB CORPORATION: Amended Disclosure Statement Was Due March 24

CALFRAC HOLDINGS: Moody's Lowers CFR to Caa3, Outlook Negative
CALPINE CORP: Moody's Raises CFR to 'Ba3', Outlook Stable
CAREFREE WILLOWS: Guarantors Want AG Adversary Case Dismissed
CENTURYLINK INC.: Fitch Affirms Sr. Unsecured Notes at 'BB+/RR4'
CENTURYLINK INC: S&P Assigns 'BB' Rating on Proposed Sr. Notes

CHESAPEAKE ENERGY: Fitch Cuts Issuer Default Rating to 'B-'
CHESTER COMMUNITY: Fitch Cuts 2010A Revenue Bonds Rating to BB-
CINCINNATI TERRACE: Mortgage Holder, Receiver Seek Stay Relief
CINCINNATI TERRACE: Seeks DIP Financing, Removal of Receiver
COTY INC: S&P Affirms Preliminary 'BB+' CCR, Outlook Stable

COVANTA HOLDING: Moody's Affirms Ba2 CFR & Changes Outlook to Neg.
CUMULUS MEDIA: S&P Lowers CCR to 'CCC', Outlook Negative
EARL GAUDIO: Can Employ Binswanger Midwest as Real Estate Broker
EAST ORANGE: Exclusive Plan Filing Period Extended to May 8
ELBIT IMAGING: Signs Amendment to Bank Hapoalim Loan Agreement

FINJAN HOLDINGS: USPTO Concludes Rulings on 11 Petitions
FREE GOSPEL: Seeks to Employ Burns Law Firm as Co-Counsel
FRESH PRODUCE: Plan Administrator Winding Down Estate
FRONTIER STAR: Trustee Taps Navigant as Financial Consultant
GENON ENERGY: Moody's Lowers CFR to Caa2, Outlook Negative

GRAHAM GULF: Can Pay $2 Million to Critical Vendors
HHH CHOICES: HHHW Opposes UST Motion for Chapter 11 Trustee
HHH CHOICES: UST's Bid for Trustee in HHSH Case Denied
IHS INC: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable
ILLINOIS POWER: Moody's Lowers CFR to Caa3, Outlook Stable

INVENTIV HEALTH: Holds Conference Call to Discuss Results
LB STEEL: Time to Reject Leases Extended to April 18
LEHMAN BROTHERS: NY Appeals Court Tosses Suit Over Archstone Sale
LINDBLAD EXPEDITIONS: Moody's Assigns B2 Rating on $45MM Facility
LINN ENERGY: LinnCo Commences Exchange Offer

LPATH INC: Reports $10 Million Net Loss for 2015
MAGNETATION LLC: Taps Hatchett & Hauck as Environmental Counsel
MICROVISION INC: Expects to Receive $5.4M From Securities Sale
MIG LLC: Proofs of Claim Due Today
MIG LLC: Time to Remove Actions Extended to May 23

NEWALTA CORP: Moody's Lowers CFR to Caa1, Outlook Negative
NORANDA ALUMINUM: Sherwin Seeks Dismissal of NBL's Ch. 11 Case
NRAD MEDICAL: Has Until April 4 to File Ch. 11 Plan
NRG ENERGY: Moody's Affirms Ba3 CFR, Outlook Stable
OUTER HARBOR: Seeks April 1 Extension of Schedules Filing Date

PARK 91 LLC: Salvatore LaMonica Appointed Plan Administrator
PARKVIEW ADVENTIST: CMHC Objects to Amended Plan; Hearing April 5
PETTERS COMPANY: Opportunity Finance Wants SubCon Order Stayed
PGI INCORPORATED: Incurs $8.45 Million Net Loss in 2015
PIONEER ENERGY: Joins Scotia Howard Weil Energy Conference

PULZE RESIDENTIAL: Voluntary Chapter 11 Case Summary
QUICKSILVER RESOURCES: Selling Colorado Property for $3.75-Mil.
SADLER CLINIC: Trustee Wins Partial Summary Judgment vs. LabCorp
SANTA CRUZ BERRY: Hearing on Cal Coastal K&M Bid Set for April 21
SARATOGA RESOURCES: Court Extends Exclusivity Thru May 2016

SEARS HOLDINGS: Fairholme Capital Has 24.2% Stake as of March 17
SEMGROUP CORP: S&P Affirms 'B+' CCR & Revises Outlook to Negative
SFS LTD: Seeks to Convert Cases to Ch. 7 Liquidation
SFX ENTERTAINMENT: Court Allows $87.6-Mil. DIP Facility
SFX ENTERTAINMENT: Proposes Fame House Bid Procedures

SFX ENTERTAINMENT: Seeks Approval of Non-Core Units' KEIP and KERP
SFX ENTERTAINMENT: Wants Beatport Sale Bid Procedures Approved
SIGNODE INDUSTRIAL: S&P Raises Rating on Sr. Unsec. Debt to 'B-'
STANDARD REGISTER: Time to Remove Actions Extended to Aug. 3
SUBURBAN PROPANE: S&P Affirms 'BB-' Rating on Sr. Unsec. Notes

SURGERY CENTER: Moody's Assigns Caa2 Rating on $400MM Sr. Notes
TALEN ENERGY: Moody's Lowers CFR to Ba3, Outlook Stable
TEMPNOLOGY: Coolcore Acquires IP Assets
TENET HEALTHCARE: Appoints President of Hospital Operations
UCI HOLDINGS: S&P Lowers CCR to 'SD' on Missed Interest Payment

UCI INTERNATIONAL: Moody's Lowers CFR to 'C', Outlook Stable
USA DISCOUNTERS: Governmental Bar Date Extended to May 23
USA DISCOUNTERS: Removal Deadline Extended to May 18
WAGNER FORD ROAD: Case Summary & 20 Largest Unsecured Creditors
WHITING PETROLEUM: S&P Affirms 'B+' CCR, Outlook Negative

WILLISTON, ND: Moody's Lowers Rating on $1.4MM Revenue Debt to Ba3
WILLISTON, ND: Moody's Lowers Rating on $2.8MM GO Debt to Ba1
WP CPP: Moody's Reviews B2 CFR for Downgrade
WTE-S&S AG: Case Summary & 9 Unsecured Creditors
ZUCKER GOLDBERG: A. Atkins Okayed to Appraise NJ Properties

ZUCKER GOLDBERG: Examiner Retains Cole Schotz as Counsel
ZUCKER GOLDBERG: Panel Taps Tseitlin to Handle Chase Litigation
[*] Oil Slump Hurts States and Provinces, Moody's Says
[^] BOOK REVIEW: Risk, Uncertainty and Profit

                            *********

133 CHESAPEAKE: Court Junks Tenants' Appeal from Sale Order
-----------------------------------------------------------
Debtor-Appellee 133 Chesapeake St., LLC, filed a motion seeking
authority to sell certain property free and clear of all liens,
claims, encumbrances, and interests.  Appellants Delphine Jones and
Jacqueline King, two purported tenants on the property, objected.
The Bankruptcy Court granted the motion, hence the appeal.

133 Chesapeake St. filed a Motion to Dismiss Appeal, asserting that
the Court lacks jurisdiction over the Appeal due to the Appellants'
failure to timely file their Notice of Appeal.

In a Memorandum Opinion dated March 2, 2016, which is available at
http://is.gd/YAjqjEfrom Leagle.com, Judge Peter J. Messitte of the
United States District Court for the District of Maryland agreed
and granted the Debtor's Motion to Dismiss Appeal and, accordingly,
dismissed the Appeal.

The case is DELPHINE JONES, et al., pro se Appellants, v. 133
CHESAPEAKE ST., LLC, Debtor-Appellee, Civil No. PJM 15-1695 (D.
Md.).

Delphine Jones, Appellant, Pro Se.

Jacqueline King, Appellant, Pro Se.

133 Chesapeake St., LLC, Appellee, is represented by Richard Marc
Goldberg, Esq. -- rmg@shapirosher.com -- Shapiro Sher Guinot and
Sandler.

US Trustee - Greenbelt, Trustee, represented by Jeanne M Crouse,
Office of the United States Trustee.


ACTUANT CORP: Moody's Lowers CFR to Ba2, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Actuant
Corporation including its Corporate Family Rating and Probability
of Default Ratings to Ba2 and Ba2-PD from Ba1 and Ba1-PD,
respectively.  Concurrently, the rating on the company's senior
notes due 2022 was downgraded to Ba3 from Ba2.  The ratings
downgrade was driven by lower than expected operating performance
due to challenging end-market conditions in the energy, mining and
agricultural sectors and the likelihood that leverage will remain
elevated based on limited visibility into the timing and magnitude
of an end market recovery.  In addition, Moody's lowered the
company's speculative grade liquidity ("SGL") rating to SGL-3 from
SGL-2 based on increased potential for a covenant violation over
the next 12 months if earnings do not stabilize.  The outlook is
negative.

Moody's downgraded these ratings of Actuant Corporation:

  Corporate Family Rating, to Ba2 from Ba1

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

  $300 million senior notes due 2022, to Ba3 (LGD-5) from Ba2
   (LGD-5)

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

Outlook is Negative

                         RATINGS RATIONALE

Actuant's Ba2 CFR reflects the company's end-market and geographic
diversity counterbalanced by challenging end-market conditions with
uncertainty as to when the environment will improve.  The rating
remains constrained by the company's moderate revenue scale and
exposure to cyclical end-markets.  The meaningful decline in oil
and other commodity prices is leading to lower demand and capital
expenditures by energy, agricultural and mining customers that is
translating to lower revenue for Actuant.  Negative product mix and
lower volumes are expected to continue to contribute to lower
margins partially offset by the company's proactive restructuring
actions.  Moody's anticipates debt-to-EBITDA leverage (estimated
3.6x for the 12 months ended February 2016 incorporating Moody's
standard adjustments) will increase to a 4.0x range by the August
2016 fiscal year end and this will weakly position the company
within the rating.  The company's guidance indicates continued
revenue and EBITDA declines for the balance of the fiscal year.
During the company's most recent quarter ended Feb. 29, the company
recorded a goodwill impairment charge related primarily to
reductions in oil & gas spending and OEM production reductions in
its off-highway equipment markets.

The cyclical nature of the company's end-markets as well as current
headwinds from foreign currency movements are negatively affecting
the company's earnings and credit position.  Moody's believes that
the company's credit metrics will weaken over the next year due to
lower demand in its primary markets and negative product mix
contributing to margin pressures.  However, the ratings incorporate
the expectation that the company has sufficient free cash flow to
manage through the current cyclical downturn in its end markets if
a recovery takes hold.  Of note, the company continues to take
actions to reduce costs and other efforts to better align its
business with current industry conditions and revenue levels.
Additionally, the ratings reflect the expectation that the company
will take a balanced capital allocation approach, keeping share
repurchases lower than in the prior two years as the company
focuses on contending with the negative effect of challenging
end-market conditions on its EBITDA generation.

The company's SGL-3 speculative grade liquidity rating reflecting
our expectation that the company will maintain an adequate
liquidity profile over the next 12-15 months.  The cyclical
downturn in its end-markets is not expected to improve notably over
this time frame and it will take time to revert to more normalized
levels.  The company's adequate liquidity profile is characterized
by Moody's projection for roughly $100 million of annual free cash
flow generation, cash balances expected to remain at above the $100
million level and a $600 million revolver expiring in May 2020 with
minimal letters of credit and intra-quarter borrowings.  Actuant's
liquidity position is constrained by heightened risk of a violation
of the maximum 3.75x debt-to-EBITDA leverage covenant in the credit
facility that is also limiting the effective capacity under the
revolver.

The negative outlook is based on the uncertainty regarding when the
company's primary end-markets will stabilize and the extent to
which restructuring actions will be able to counterbalance these
pressures.

The ratings could be downgraded if the company's liquidity profile
weakens, Moody's expects business conditions will deteriorate
further or not stabilize, or if the company were to undertake a
debt-funded acquisition or shareholder actions, such as
debt-financed share repurchases, that substantially weaken the
credit profile.  Credit metrics that would contribute to a
downgrade include debt/EBITDA progressing towards 3.75 times,
EBITA/interest falling and sustained below 3.5 times or free cash
flow-to-debt falling below 12%.

The ratings could be upgraded if the company's operating
performance stabilizes, it demonstrates the ability to effectively
integrate recent and future acquisitions and if Moody's comes to
expect that debt/EBITDA will improve to 2.5 times or below and
EBITA/interest improves to above 5.5 times and is sustained at
those levels.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014.

Actuant Corporation, headquartered in Menomonee Falls, Wisconsin,
with operations in nearly 30 countries, is a diversified global
manufacturer of highly engineered position and motion control
systems and branded tools in a variety of industries.  The company
has three primary business segments: Industrial (approximately 32%
of net sales), Energy (33%), and Engineered Solutions (35%).  Last
twelve months ending February 29, 2016 revenue totaled
approximately $1.2 billion.


AIR CANADA: S&P Revises Outlook to Positive & Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Air Canada to positive from stable and affirmed its 'B+' long-term
corporate credit rating on the company.

"The positive outlook on Air Canada reflects our expectation that
the company will maintain its 2016 profitability at levels we
consider above average for airlines," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.

In addition, Standard & Poor's affirmed its 'BB' issue-level rating
on Air Canada's first- and second-lien debt.  The 1' recovery
rating on the debt is unchanged indicating very high (90%-100%)
recovery in default.  Standard & Poor's also affirmed its 'B'
issue-level rating on the company's unsecured debt.  The '5'
recovery rating on the debt (10%-30%; upper end of range) is
unchanged.

Finally, Standard & Poor's affirmed its various ratings on Air
Canada's enhanced equipment trust certificates.

The positive outlook on Air Canada reflects the potential for an
upgrade if S&P expects that the company will maintain its 2016
profitability at 2015 levels, which S&P considers "above average"
for airlines.  Air Canada generated about C$2.5 billion in adjusted
EBITDA and 18.5% in EBITDA margin, well in excess of S&P's
expectations for 2015, due to cost-cutting measures and volume
growth.  Air Canada's fleet flexibility, geographic diversity, and
management's focus on cost control should allow the company to
sustain its profitability in line with 2015 levels.  In addition,
S&P expects Air Canada to maintain its aggressive financial risk
profile, while the company continues with its large capital
expenditure program.  If Air Canada maintains its above average
profitability, in spite of industry softness, it could lead S&P to
reassess the company's business risk to fair from weak and raise
the ratings.

Air Canada is Canada's largest domestic and international
full-service airline.  The company is also the 15th-largest
commercial airline in the world, serving more than 41 million
customers annually.  As of Dec. 31, 2015, Air Canada operated a
mainline fleet of 171 aircraft and Air Canada Rouge, the company's
wholly owned leisure carrier, owns 39 aircraft.  In addition, it
has capacity purchase agreements with regional airlines that
operate under Air Canada Express.

S&P assess Air Canada's liquidity as adequate, based on S&P's
criteria.  S&P expects sources of liquidity to exceed uses by at
least 1.2x in the next 12 months, which is the minimum required for
an adequate liquidity assessment.

The positive outlook reflects the potential for an upgrade if S&P
believes that Air Canada will continue to maintain its
profitability, similar to 2015, for the next 12 months in spite of
some of the headwinds it currently faces.  S&P's outlook also takes
into account its forecast that Air Canada's credit ratio (FFO to
debt) will remain above 12%, in line with the aggressive financial
risk profile.

S&P could raise the rating if Air Canada continues to sustain its
EBITDA margins at above-average levels leading S&P to reassess the
company's business risk to fair from the current weak profile.
Although unlikely in the next 12 months, S&P could raise the
ratings if increasing cash flow resulted in FFO to debt exceeding
25% and free operating cash flow to debt exceeding 10%, and S&P
believed the ratios would be maintained at those levels.

S&P could revise the outlook to stable if the company's
profitability metrics shows deterioration from current levels,
either due to higher-than-expected costs incurred by the airline or
the negative impact of industry headwinds on Air Canada's operating
results.  S&P could also revise the outlook to stable if it
perceives the company's credit metrics weakening and FFO to debt
approaching 12%.



ALLEGHENY TECHNOLOGIES: S&P Lowers CCR to 'B+', Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Pittsburgh-based Allegheny Technologies Inc. to
'B+' from 'BB-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured notes to 'B+' from 'BB-'.  The recovery
rating on the unsecured notes remains '3', indicating S&P's
expectation for meaningful (50% to 70%; lower half of the range)
recovery in the event of a payment default.

"The negative outlook reflects the risk that continued weakness in
the company's credit metrics over the next 12 months could lead to
a lower rating," said Standard & Poor's credit analyst William
Ferara.  "A weak pricing environment and deteriorating demand
trends are pressuring ATI; however, cost reduction efforts and
additional long-term agreements in the aerospace segment could
provide some offset to these challenges in 2016.  We expect debt to
EBITDA of about 8x and EBITDA interest coverage of roughly 2x in
2016."

S&P could lower the rating if the company's business risk profile
deteriorates to fair from satisfactory or S&P expects debt to
EBITDA will be sustained notably above 8x and EBITDA interest
coverage of below 1.5x throughout 2016 and 2017.  This could occur
if shipments to ATI's key aerospace, energy, or other markets
continue to weaken, competitive pressures further erode prices and
margins, or it does not achieve targeted cost reductions.

S&P could revise the outlook to stable if ATI is able to improve
its operating and financial performance and S&P believes the
improvement will be sustained.  Specifically, S&P would expect
improved market conditions and for debt to EBITDA to be notably
less than 8x with EBITDA interest coverage of above 2x in 2016.
S&P views this scenario to be less likely over the next year given
its expectation for continued pricing pressure and challenging
demand conditions in this timeframe.  S&P do not view an upgrade as
likely in the next 12 months given market conditions and stainless
steel price expectations.


ALLY FINANCIAL: Adopts Majority Voting Standard for Directors
-------------------------------------------------------------
As disclosed in a regulatory filing with the Securities and
Exchange Commission, the Board of Directors of Ally Financial Inc.
adopted amendments to the Company's Bylaws, effective March 16,
2016.  The amendments, among other things:

* Adopt a majority voting standard for the election of directors
   in uncontested elections.  Under the new majority voting
   standard, in order to be elected in an uncontested election, a
   director nominee must receive a majority of the votes cast with
   respect to that nominee's election at any meeting for the
   election of directors at which a quorum is present.  In
   contested elections where the number of nominees for director
   exceeds the number of directors to be elected, the voting
   standard will continue to be plurality voting.

* Permit stockholders who hold at least 25% of the common shares
   in the aggregate, on a net long basis, in the outstanding
   common stock of the Company to call special meetings of the
   stockholders.  The amendments contain certain customary
   information requirements and timing mechanisms that are
   intended to avoid the cost and distraction that would result
   from multiple stockholder meetings being held in a short time
   period.

* Revise the notice period for proposals or nominations for
   annual meetings to be not less than 90 calendar days nor more
   than 120 calendar days prior to the first anniversary of the
   date of the preceding year's annual meeting or other notice
   periods in certain limited circumstances, and update the
   information requirements required for stockholders who wish to
   have a proposal or nomination brought before the Company's
   annual or special meetings.

On March 16, 2016, the Board also adopted amendments to the
Company's Governance Guidelines, effective immediately, to require
that incumbent director nominees that are not re-elected under the
majority voting standard immediately tender resignations that will
be effective upon acceptance of such resignations by the Board.

                      About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally reported net income of $1.28 billion on $4.86 billion of total
net revenue for the year ended Dec. 31, 2015, compared to net
income of $1.15 billion on $4.65 billion of total net revenue for
the year ended Dec. 31, 2014.  As of Dec. 31, 2015, the Company had
$158.58 billion in total assets, $145.14 billion in total
liabilities and $13.43 billion in total equity.

                           *     *     *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the April 3, 2014, edition of the TCR, Fitch Ratings has
upgraded Ally Financial Inc.'s long-term Issuer Default Rating
(IDR) and senior unsecured debt rating to 'BB+' from 'BB'.
The rating upgrade reflects increased clarity around Ally's
ownership structure given Ally's recent announcement that it has
launched an initial public offering those shares of its common
stock held by the U.S. Treasury (the Treasury).

As reported by the TCR on July 16, 2014, Moody's Investors Service
affirmed the 'Ba3' corporate family and 'B1' senior unsecured
ratings of Ally Financial, Inc. and revised the outlook for the
ratings to positive from stable.  Moody's affirmed Ally's ratings
and revised its rating outlook to positive based on the company's
progress toward sustained improvements in profitability and
repayment of government assistance received during the financial
crisis.


AMAN RESORTS: Says Brown Rudnick Unauthorized to File Answer
------------------------------------------------------------
Aman Resourts Group Limited ("ARGL") submitted its memorandum of
law to the U.S. Bankruptcy Court for the Southern District of New
York, to support its motion to:

   (a) Strike the Answer to Involuntary Petition and Consent to
Entry of Order for Relief,

   (b) Dismiss the Chapter 11 case, and

   (c) Impose Attorneys' Fees, Costs and Sanctions.

An involuntary Chapter 11 petition was filed against ARGL on March
4, 2016 by Omar Amanat, Peak Venture Partners and Carpentaria
Management Services Limited ("Original Petitioners").  ARGL relates
that Carpentaria and Peak Venture are controlled by
Mr. Amanat.

An amended involuntary petition was filed on March 7, 2016 against
ARGL by Carolyn Turnbull, George Robinson, Fonde Investment Capital
SA, and Adrian Zecha ("New Petitioners).  ARGL contends that the
Amended Petition did not include any original signatures of the New
Petitioners.  It further contends that it has requested copies of
the signatures of the New Petitioners, but none have been
provided.

ARGL relates that on March 7, 2016, at the direction of
Carpentaria, Mr. William R. Baldiga of Brown Rudnick LLP, purported
to act for ARGL by filing an Answer consenting to the Original
Petition that Carpentaria itself had filed on March 4, 2016.  It
notes that the Court entered an Order for Relief under Chapter 11
of the Bankruptcy Code on March 9, 2016.  ARGL further notes that
also on March 9, 2016.  Brown Rudnick filed a complaint with the
Court purportedly on behalf of ARGL, seeking to avoid the transfer
of certain assets by ARGL to certain third parties which had taken
place following a foreclosure process.

ARGL contends that Carpentaria had no authority to act on behalf of
ARGL.  It further contends that Kasowitz, Benson, Torres & Friedman
LLP is ARGL's only authorized counsel, having been appointed to
represent ARGL in the Chapter 11 case and any related actions
pursuant to the Minutes of a Telephonic Meeting of the Board of
Directors of Peak Hotels and Resorts Group Limited held on March 8,
2016.

ARGL tells the Court that the wrongfully filed bankruptcy case is
harming Aman Resorts.  ARGL relates that it shares a common name
with Aman Resorts for historic reasons, although the entities are
not affiliated and ARGL has no financial interest or control over
Aman Resorts.  ARGL argues that despite these facts, due to this
name overlap, the Chapter 11 Case has, and will continue to,
confuse future and potential guests, franchisees and vendors of
Aman Resorts hotels that it is subject to bankruptcy proceedings
when, in fact, it is not.

The Debtor's Memorandum of Law is supported by the Declarations of
(a) Olivier Jolivet, Chief Executive Officer of Silverlink Resorts
Limited, a luxury hotel group operating under the Aman Resorts
Brand in approximately 20 countries; (b) Gareth James Keillor,
senior associate in the London, UK office of Herbert Smith
Freehills LLP, London counsel for Tarek Investments Limited, the
majority (indirect) shareholder of Aman Resorts Group Limited; and
(c) Matthew B. Stein, a partner in the law firm of Kasowitz,
Benson, Torres & Friedman, LLP, counsel for Aman Resorts Group
Limited.  

Aman Resorts Group Limited is represented by:

          Andrew K. Glenn, Esq.
          Paul M. O'Connor III, Esq.
          Matthew B. Stein, Esq.
          KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
          1633 Broadway
          New York, NY 10019
          Telephone: (212)506-1700
          Facsimile: (212)506-1800
          E-mail: aglenn@kasowitz.com
                  poconnor@kasowitz.com
                  mstein@kasowitz.com


ANACOR PHARMACEUTICALS: FDA Accepts NDA for Crisaborole Ointment
----------------------------------------------------------------
Anacor Pharmaceuticals, Inc., disclosed that the U.S. Food and Drug
Administration has accepted for review Anacor's New Drug
Application seeking approval of crisaborole topical ointment, 2%, a
novel non-steroidal topical anti-inflammatory phosphodiesterase-4
(PDE-4) inhibitor in development for the potential treatment of
mild-to-moderate atopic dermatitis in children and adults.  The
Prescription Drug User Fee Act (PDUFA) goal date for the completion
of the FDA's review is Jan. 7, 2017.

"We believe there is a significant unmet medical need for a novel
non-steroidal topical anti-inflammatory treatment option for the
patients who are suffering with mild-to-moderate atopic
dermatitis," said Paul L. Berns, chairman and chief executive
officer of Anacor.  "We look forward to working with the FDA during
its review of the crisaborole NDA."

In July 2015, Anacor announced the positive top-line results from
its two Phase 3 pivotal studies of crisaborole.  In each of the two
Phase 3 pivotal studies, crisaborole achieved statistically
significant results on all primary and secondary endpoints and
demonstrated a safety profile consistent with previous studies.  In
October 2015, Anacor announced the top-line results from its
long-term safety study, in which crisaborole was found to be
well-tolerated and demonstrated a safety profile consistent with
that seen in the Phase 3 pivotal studies when used intermittently
for up to 12 months.

              About Crisaborole Topical Ointment, 2%

Crisaborole topical ointment, 2%, is an investigational
non-steroidal topical anti-inflammatory PDE-4 inhibitor in
development for the potential treatment of mild-to-moderate atopic
dermatitis.  Crisaborole is a novel boron-containing small molecule
and, although the specific mechanism of action is not yet
completely defined, Anacor believes that crisaborole inhibits PDE-4
in target cells, which reduces the production of pro-inflammatory
cytokines thought to cause the signs and symptoms of atopic
dermatitis.

                  About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

Anacor reported a net loss of $61.2 million on $82.4 million of
total revenues for the year ended Dec. 31, 2015, compared to a net
loss of $87.1 million on $20.7 million of total revenues for the
year ended Dec. 31, 2014.

As of Dec. 31, 2015, Anacor had $176 million in total assets, $124
million in total liabilities, $49,000 in redeemable common stock,
and $52.3 million in total stockholders' equity.


ASR 2401: Seeks Final Decree Closing Ch. 11 Case
------------------------------------------------
ASR 2401 Fountainview, LP, et al., ask the U.S. Bankruptcy Court
for the Southern District of Texas to approve final distributions
and enter a final decree closing the Chapter 11 cases.

On May 29, 2015, the Court confirmed the Debtors' Plan.  Pursuant
to the Plan, Ronald Sommers was appointed distribution agent.  Also
pursuant to the Plan, on or about July 29, 2015, the Debtors'
assets were sold to an affiliate of Jetall, Inc.

On July 30, 2015, the Distribution Agent received a transfer of
$15,177,722 from Declaration Title Company, LLC which made up the
net proceeds of the sale of the Debtors' property.  Since taking
possession of those funds, the Distribution Agent has made
distributions to creditors pursuant to the terms of the confirmed
Plan.

As of the filing of the motion, the Distribution Agent still holds
$360,448 in cash.  The amounts owed total $368,151, leaving a
shortfall of $14,202, plus any additional amounts the Distribution
Agent will bill prior to the closing of the cases.

In this relation, the Distribution Agent has informed the Debtors
that the three checks made to creditors remain uncashed and
outstanding:

   1. Check No. 1005 - City of Houston Fire Department in the      
     
                       amount of $500

   2. Check No. 1007 - City of Houston Code Enforcement in the
                       amount of $225

   3. Check No. 1016 - Home Depot in the amount of $118

These checks were written on July 31, 2015, and immediately mailed
to the creditors.  Pursuant to the Plan, after 90 days, uncashed
checks are deemed canceled and those funds remit back to the estate
to be used to pay creditors.

Therefore, the Debtors request that this Court enter an order (i)
approving the final distributions listed in Exhibit A (ii) entering
a final decree closing the cases,
and (iii) granting such other relief to which Debtors may be justly
entitled.

As reported in the Troubled Company Reporter on June 3, 2015, the
Chapter 11 plan of reorganization contemplates the sale of the
Debtors' lone asset, the 2401 Fountainview building in Houston,
Texas, to Jetall Real Estate Development.

                           About ASR 2401

ASR 2401 Fountainview, LP, owns and operates a 10-story office
building located at 2401 Fountainview, Houston, Texas 77057 ("2401
Fountainview").  2401 Fountainview was purchased in February 2006.
The property is located at the southeast corner of Burgoyne Road
and Fountainview Drive.  The land contains approximately 3.5789
acres or 155,897 square feet.  The office building contains
approximately 179,726 square feet of net rentable space.

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014.  Each debtor estimated assets and
debt of $10 million to $50 million.

The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.

By an agreed order entered Jan. 6, 2015, Preferred Income Partners
IV, LLC, the limited partner of the LP Debtor, was allowed to
assume operational control with respect to the operation and
management of 2401 Fountainview, and the LP Debtor was authorized
to retain Jetall Companies, Inc. to manage the property.

JPMCC 2006-LDP7 Office, 2401, LLC, has a secured claim on account
of a $12,750,000 loan to the Debtor to finance the purchase of 2401
Fountainview.  Petrochem Development I, LLC, and Dansk ASR
Investment, LLC, also assert secured claims against the Debtors but
the Debtors are objecting to their claims.

The Debtors and Dansk have submitted competing Chapter 11 plans for
the Debtors.

Dansk is represented by Julia A. Cook, Esq., and Jeffrey M. Hirsch,
Esq., at Schlanger, Silver, Barg & Paine, LLP.  JPMCC 2006-LDP7
Office 2401, LLC, is represented by Sean B. Davis, Esq., and Joseph
G. Epstein, Esq., at Winstead PC.  Preferred Income Partners IV,
LLC, is represented by Harold N. May, Esq., at Harold "Hap" May,
PC.


ASR CONSTRUCTORS: Cases Dismissed, 2nd Distribution OK'd
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
entered an order:

   1. approving compromise between Gotte Electric, Inc., ASR
Constructors, Inc., et al., and their insiders and Federal
Insurance Company; and

   2. approving procedures for (i) expedited resolution of claims
objections, (ii) distribution of funds of the estates and (iii)
dismissal of the Chapter 11 cases.

The order provides that these cases are dismissed:

   -- ASR Constructors, Inc., Case No. 13-25794;
   -- Another Meridian Company, LLC Case No. 13-27529; and
   -- Inland Machinery, Inc., Case No. 13-27532.

The Debtors are authorized to make the second distribution pursuant
to the terms of the settlement agreement and the 9019 order dated
Dec. 30, 2015.

Any checks from the first distribution and second distribution that
are not cashed within 60 calendar days of the date the check is
placed in the mail, such uncashed funds will be paid (i) first, to
Shulman Hodges & Bastian LLP if it has any outstanding fees not
paid under the terms of the settlement agreement, and (ii) second,
remaining uncashed funds, if any, will be deposited and interplead
to Gotte and Insurance Company of the West in the manner as
provided in the 9019 order.

In a separate filing, Alan Regotti, president of ASR Constructors,
Inc., submitted a declaration to update the Court and
parties-in-interest regarding the payments that have been made
pursuant to the Dec. 30, 2015.

According to Mr. Regotti, the First Distribution was made by way of
checks mailed to creditors on Jan. 4, 2016.  After the
deduction of (i) postage costs of $1,000, and (ii) $15,000 for
payment of the United States Trustee quarterly fees, the balance of
funds in the estates of $2,764,837 were paid to Federal.

As reported by the Troubled Company Reporter on Jan. 5, 2016, the
Debtors on Dec. 30, 2015, won approval from Judge Mark Houle of a
settlement that will govern the distribution of funds of the
estates, and the dismissal of the Chapter 11 cases.

The Debtors previously submitted a Chapter 11 liquidating plan but
later withdrew the plan and disclosure statement after reaching a
settlement with the Federal Insurance Company, a secured creditor
asserting $172 million in claims against the Debtors.

The Settlement Agreement provides for, among other things, (i)
resolution of Gotte Electric, Inc.'s avoidance action against
Federal, (ii) a carve-out from Federal's secured lien that will
fund a pro-rata distribution to priority and general unsecured
creditors that may not otherwise be available in the cases, (iii) a
carve-out from estate assets otherwise subject to Federal's secured
lien to pay professional fees in the case; and (iv) a structured
dismissal of the Debtors' Chapter 11 cases.

The parties to the settlement are as follows: Gotte Electric, Inc.,
a California corporation ("Gotte") and Insurance Company of the
West ("ICW"), on the one hand, and ASR, Inland, Meridian, Alan
Regotti and Stacey Regotti ("Regottis"), The Regotti Family Trust
dated Jan. 12, 2005 ("Regotti Family Trust"), Marc W. Berry and
Patricia Berry ("Berrys"), and Federal Insurance Company
("Federal"), on the other hand (the "Parties").

Under the Settlement Agreement, claims against the Estate to be
paid from the Claims Distribution Fund will be treated the same,
with no priority of payment given over another creditor (except for
the claims of Gotte and ICW).  In other words, priority claims
under the Bankruptcy Code, will not be paid first, but will be
treated equally with other unsecured creditors. (Examples of
priority claims under the Bankruptcy Code are certain tax claims,
or wage related claims.)  The fixed claim amounts will be paid
equally on a pro-rata basis, except that creditors Gotte and ICW
are to receive at 73% of the available Claims Distribution Fund
funds generated by the Settlement Agreement, with other unsecured
creditors to receive 27% of the available funds.

The Debtors and Federal stated that they have meritorious defenses
to the avoidance action pursued by Gotte, and that Federal has
liens on all of the Debtors' assets in an amount greater than the
value of such assets.  They argued that the settlement provides
finality in these cases where a plan is not confirmable (the cases
are administratively insolvent absent successful avoidance of the
pre-petition liens asserted by Federal or Federal's agreement to
the limited release of its liens and carve out).

The settlement parties warned that if the settlement is not
approved, it is not clear who, if anyone, will continue to fund the
litigation of the Gotte Avoidance Action which could very well
result in a dismissal of the Gotte Avoidance Action and thus, the
preservation of Federal's liens, under which scenario unsecured
creditors would receive nothing.

The Settlement Motion was submitted Nov. 17.  Hearings on the
Motion were conducted by Judge Houle on Dec. 8 and Dec. 23.

A copy of the Debtors' notice to creditors of the proposed final
resolution of the Debtors' cases is available for free at

    http://bankrupt.com/misc/ASR_C_579_Notice_to_Creditors.pdf

The Debtors are represented by:

         James C. Bastian, Jr., Esq.
         Melissa Davis Lowe, Esq.
         SHULMAN HODGES & BASTIAN LLP
         100 Spectrum Center Drive, Suite 600
         Irvine, CA 92618
         Tel: (949) 340-3400
         Fax: (949) 340-3000
         E-mails: jbastian@shbllp.com
                  mlowe@shbllp.com

                     About ASR Constructors

Based in Wildomar, California, ASR Constructors, Inc., is a general
contractor, completing over 850 public works projects, with clients
such as cities, school districts, and state and federal
governments, since its incorporation in May 1999.  Another Meridian
Company, LLC is in the business of real estate and owns a light
industrial building in Riverside, California, parcels of vacant
land in Riverside and San Bernardino, California, and a single
family residence in Phelan, California.  Inland Machinery Inc. is
in the business of machinery and equipment rental.

ASR's stockholders are the Regotti Family Trust dated Jan. 12,
2005, Alan Regotti and Stacey Regotti trustees (50% of the stock)
and Marc Berry and Patty Berry (each owning 25%).  Meridian's
members are Alan Regotti and Marc Berry (each owning 50%).
Inland's stockholders are Alan Regotti and Marc Berry (each owning
50%).

ASR, Meridian and Inland filed Chapter 11 petitions (Bankr. C.D.
Cal. Lead Case No. 13-25794) on Sept. 20, 2013.  The petitions were
signed by Alan Regotti, the president.  

ASR disclosed $17,647,556 in assets and $18,901,467 in liabilities
as of the Chapter 11 filing.

Judge Mark D. Houle presides over the cases.

James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP,
serves as the Debtors' bankruptcy counsel.  The Law Office of John
D. Mannerino serves as corporate counsel to the Debtors.  Rodgers,
Anderson, Malody & Scott LLP CPAs serves as accountant to the
Debtors.

                         *     *     *

The Debtors filed a proposed liquidating plan that proposes
to liquidate, collect and make distributions in respect of any
allowed claims against the Debtors' estates.  The Debtors in
December withdrew the Plan and Disclosure Statement after reaching
a settlement providing for the terms of the distributions to
creditors and for a dismissal of the cases.


B & L EXCAVATING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: B & L Excavating Co., Inc.
        P. O. Box 467
        Lynco, WV 24857

Case No.: 16-50068

Chapter 11 Petition Date: March 23, 2016

Court: United States Bankruptcy Court
       Southern District of West Virginia (Beckley)

Judge: Hon. Frank W. Volk

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  CALDWELL & RIFFEE
                  P. O. Box 4427
                  Charleston, WV 25364-4427
                  Tel: 304-925-2100
                  Fax: (304) 925-2193
                  E-mail: joecaldwell@frontier.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Terry St. Clair, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvsb16-50068.pdf


BIRMINGHAM COAL: Can Employ Jan Kizziah as Mining Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Birmingham Coal &
Coke Company, Inc., sought and obtained approval from the
Bankruptcy Court to retain Jan Edward Kizziah as Mining
Consultant.

The Unsecured Creditors' Committee is in need of a consultant to
examine the general operations of the Debtor, reasonableness of
business transactions with related parties and to discuss his
findings and other requested inquiries of the Unsecured Creditors'
Committee and attorney for the Committee regarding same.

Mr. Kizziah is an experienced mining operations/engineering manager
with over 35 years of experience working in very challenging
surface coal mines with multiple locations and unique geological
conditions.  The various mining sites have included large
draglines, up to 118 cubic yards, large excavators, rock trucks,
along with preparation plants, barge and loading facilities.

Mr. Kizziah will be compensated at his standard hourly rate of $120
per hour.

Mr. Kizziah 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 Committee.

Mr. Kizziah can be contacted at:

         Jan Edward Kizziah
         436 James Road
         Gordo, Alabama 35466
         Tel: (205) 657-9651
         E-mail: jekizziah@gmail.com

                      About Birmingham Coal

Birmingham Coal & Coke Company, Inc. produces and markets coal to
industrial, utility and export markets. It owns and operates three
coal mines with an average annual coal production of approximately
480,000 tons.  The company also offers coal brokerage services.
Birmingham Coal & Coke Company, Inc. was founded in 2000 and is
based in Birmingham, Alabama.  As of May 9, 2011, Birmingham Coal
operates as a subsidiary of CanAm Coal Corp.

On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting
& Reclamation LLC, and RAC Mining LLC each filed a voluntary
petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case
No. 15-02075) in Birmingham, Alabama.

The Debtors tapped Jones Walker LLP as counsel.

Birmingham Coal and Cahaba Contracting each estimated $10 million
to $50 million in assets and debt.  RAC Mining estimated $1 million
to $10 million in assets and debt.


BLUE EARTH: Establishes Procedures to Protect NOLs
--------------------------------------------------
Blue Earth, Inc. and Blue Earth Tech, Inc. ask the Bankruptcy Court
for authority to protect and preserve their valuable net operating
losses by establishing procedures to closely monitor certain
transfers of equity securities in Blue Earth, Inc., so as to be in
a position to act expeditiously to prevent those transfers if
necessary.

The Debtors estimate that, as of the Petition Date, they have
incurred consolidated net operating loss of approximately $42
million and other tax attributes.  The Debtors' consolidated NOL
are valuable assets of their estates because Section 382 of the
Internal Revenue Code generally permits corporations to carry
forward NOLs to offset future income, thereby reducing federal
income tax liability in future periods.

However, the ability of the Debtors to use their NOL carryforwards
is subject to certain statutory limitations.  One limitation is
when they undergo a change of ownership.

Specifically, trading of equity interests in BEI could adversely
affect the Debtors' NOLs if: too many 5% or greater blocks of
equity securities are created, or too many shares are added to or
sold from those blocks, such that, together with previous trading
by 5% shareholders during the preceding three year period, an
ownership change within the meaning of Section 382 is triggered
prior to consummation, and outside the context, of a confirmed
Chapter 11 plan.

The Debtors assert they need the ability to monitor and possibly
object to changes in the ownership of interests and Claims to
assure that (i) a 50% change of ownership does not occur before the
effective date of a Chapter 11 plan in these cases and (ii) for a
change of ownership occurring under a chapter 11 plan, they have
the opportunity to avail themselves of the special relief provided
by Section 382.

"If left unrestricted, such trading could severely limit the
Debtors' ability to use valuable assets of their estates, namely
their NOLs, and could have significant negative consequences for
the Debtors, their estates, and the reorganization process," said
John Lucas, Esq. at Pachulski Stang Ziehl & Jones LLP, attorney for
the Debtors.

The Debtors propose that any purchase, sale, conversion or other
transfer of equity securities of BEI in violation of the Equity
Transfer Procedures will be null and void ab initio and will confer
no rights on the transferee.

                          About Blue Earth

Blue Earth, Inc. and its subsidiaries are comprehensive providers
of alternative/renewable energy solutions for small and
medium-sized commercial and industrial facilities.  Blue Earth
builds, manages, owns and operates independent power generation and
management systems geared towards helping commercial and industrial
building owners save energy and money, and reduce their carbon
footprint.

Blue Earth, Inc. and Blue Earth Tech, Inc. filed Chapter 11
bankruptcy petitions (Bankr. N.D. Calif. Case Nos. 16-30296 and
16-30297) on March 21, 2016.  The petitions were signed by Robert
G. Powell as CEO.  The Debtors' other subsidiaries are not included
in the filing.

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

Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel.
Eos Capital Advisors LLC and Ice Glen Associates, LLC act as
valuators of the Debtors' assets.  Kurtzman Carson Consultants LLC
represents the Debtors as claims and noticing agent.

Judge Dennis Montali has been assigned the cases.


BOYD GAMING: Fitch Rates $500MM Unsec. Notes Due 2026 'B-'/'RR5'
----------------------------------------------------------------
Fitch Ratings has assigned a 'B-'/'RR5' rating to Boyd Gaming
Corp.'s (Boyd) $500 million senior unsecured notes maturing 2026.
Boyd's Issuer Default Rating (IDR) is 'B' with a Positive Outlook.
See the full list of ratings at the end of this release.

Boyd's announcement of the issuance mentions that the use of
proceeds could include, among other potential uses, consolidating
Peninsula Gaming LLC (Peninsula) into Boyd's credit group and
refinancing Boyd's existing debt. Boyd has 9% notes that become
callable at 104.5 in July. Peninsula's 8.375% notes are callable
now at 104.188 but there is no premium starting August. If the
proceeds are used to refinance debt, Fitch estimates $12 million -
$14 million of annual interest expense savings.

KEY RATING DRIVERS

The Positive Outlook reflects Boyd's substantial de-leveraging
efforts and improved operations. There is a good probability that
Fitch would upgrade Boyd's IDR within 12-24 months if leverage
continues to decline and the operating trends remain intact. Boyd's
consolidation of Peninsula into its restricted group would be
another catalyst for positive rating action.

Consolidated leverage was 6.1x for the period ending Dec. 31, 2015,
down from 7.5x a year ago. The deleveraging has been driven by
revenue growth across most of Boyd's markets, improved margins and
paydown of debt. Fitch expects these broad trends to continue in
2016 and forecasts consolidated leverage to decrease below 6x by
year-end 2016. Fitch's forecast takes into account new competition
in Biloxi, MS, and the potential softening in Louisiana, a market
exposed to the weakening oil industry.

Fitch will look for leverage to sustain below 6x before considering
an upgrade. Although Boyd has stated plans to continue to pay down
debt and its desire to get leverage to below 5x, the company has a
history of debt funding acquisitions (e.g. Peninsula and IP
Resort). That said, the company has also shown prudence in the
past, mothballing Echelon during the last recession and has taken a
more 'wait and see' approach with a REIT spin-off.

FREE CASH FLOW

Boyd has been generating significant free cash flow (FCF) since
2013 due to EBITDA expansion, declining interest costs, minimal tax
expense, and modest capex budgets. For the period ending Dec. 31,
2015, Boyd generated $209 million in FCF, which includes $78
million at Peninsula. Opportunistic refinancings and debt paydown
contributed to a roughly $60 million decrease in interest expense
from 2013 to 2015. Fitch expects Boyd's tax burden to remain
minimal thanks to $913 million of federal-level net operating
losses (NOLs) as of Dec. 31, 2015.

Fitch estimates Boyd's discretionary FCF run-rate at approximately
$250 million. The estimate (including Peninsula) incorporates:

-- $588 million of trailing 12-month property EBITDA for the
    period ending Dec. 31, 2015;

-- $60 million of corporate expense;

-- $180 million of interest expense (does not include potential
    interest expense savings);

-- $0 of income tax;

-- $110 million of maintenance capex;

-- $15 million of Borgata distributions.

Boyd has recently benefitted from a more robust recovery in the Las
Vegas Locals and Downtown Las Vegas markets, which comprise 27% and
8% of latest 12 month (LTM) EBITDA, respectively. The Las Vegas
Locals market's LTM gaming revenues grew by 2.3% during 2015.
Supporting these gains are limited new competition and strength in
the underlying economic fundamentals of the region, as seen by
trends in employment, housing, and consumer spending. Fitch is
positive on the Las Vegas Strip and the Las Vegas Locals market
indirectly benefits from underlying strength on the Strip.

The remainder of Boyd's operating exposure is in regional markets,
for which Fitch has a more muted outlook. A number of Boyd's
markets have been subject to new supply pressures (Biloxi, Lake
Charles) and energy-related economic weakness (Louisiana). Fitch
views Boyd's capex initiatives regarding food & beverage and hotel
upgrades positively as they help keep Boyd properties competitive
and have helped drive incremental EBITDA growth.

THE NOTES UPGRADE

The upgrade of Boyd's unsecured notes on March 10, 2016 reflects
the improved recovery prospects, as Boyd has been paying down debt
at its credit group and Peninsula using FCF. Additionally, the
reduction in debt and increased EBITDA at Borgata and the repayment
of the seller note at Peninsula increased the residual equity value
from these entities, benefitting the company.

In the event Boyd consolidates Peninsula into its restricted group
using additional secured debt to refinance Peninsula's debt, Fitch
feels comfortable that Boyd's unsecured notes will retain the 'RR5'
Recovery Rating (equates to 11%-30% recovery). If Boyd uses only
secured debt to refinance all of Peninsula's debt, its secured
leverage should not exceed 4.5x.

If Boyd uses a considerable mix of unsecured debt to refinance
Peninsula's debt, an upgrade of the unsecured notes to 'B/RR4' is
possible.

KEY ASSUMPTIONS

Fitch's expectations are based on its internally produced,
conservative rating case forecasts. They do not represent the
forecasts of rated issuers individually or in aggregate.

Key Fitch forecast assumptions include:

-- Fitch projects flat same-store revenue growth across Boyd's
    operating segments with the Las Vegas segments performing
    better relative to the regional markets.

-- Fitch assumes that state and federal NOLs absorb all tax
    liability through the rating case horizon.

-- Fitch has not incorporated any dividends or share repurchases
    in its rating case projections. Fitch assumes distributions  
    received from Borgata are steady at about $15 million per
    year.

-- FCF is used to prepay the Boyd credit facility at a similar
    pace to recent trends.”

BOYD RATING SENSITIVITIES

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

-- Debt/EBITDA declining and remaining below 6x (Fitch forecasts
    5.6x and 5.2x for 2016 and 2017, respectively);
-- Discretionary run-rate FCF exceeding $200 million on sustained

    basis (Fitch forecasts $255 million and $283 million for 2016
    and 2017, respectively);
-- Regional markets remaining stable or growing on same-store
    basis;
-- Consolidation of Peninsula into Boyd's restricted group.

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

-- Boyd's debt/EBITDA ratio excluding Borgata moving towards 8x
    (Fitch forecasts 5.6x and 5.2x for 2016 and 2017,
    respectively);
-- Discretionary run-rate FCF declining towards or below $75
    million (Fitch forecasts $255 million and $283 million for
    2016 and 2017, respectively);
-- Operating pressure with same-store revenues declining over an
    extended period;
-- Boyd pursuing a REIT spin-off or an M&A activity that would
    result in rent-adjusted leverage to increase.

FULL LIST OF RATINGS

Boyd Gaming Corp
-- IDR 'B'; Outlook Positive;
-- Senior secured credit 'BB/RR1';
-- Senior unsecured notes 'B-/RR5.

Peninsula Gaming LLC
-- IDR 'B'; Outlook Positive;
-- Senior secured credit facility 'BB/RR1'.

Peninsula Gaming LLC (Peninsula Gaming Corp. as co-issuer)
-- Senior unsecured 'B-/RR5'.


BOYD GAMING: S&P Assigns 'B-' Rating on $500MM Sr. Unsec. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating to Las Vegas-based Boyd Gaming Corp.'s $500 million senior
unsecured notes due 2026.  The '5' recovery rating reflects S&P's
expectation for modest (10% to 30%; lower half of the range)
recovery for lenders in the event of a payment default.

Boyd plans to use the proceeds for working capital and general
corporate purposes, which may include, among other things, reducing
or refinancing existing debt, consolidating Peninsula Gaming LLC
into the Boyd restricted group, expansion efforts, including
acquisitions of assets or businesses, and general capital
expenditures.  S&P expects initially the company will use the net
proceeds to repay revolver borrowings and add cash to the balance
sheet.  Additionally, as in past transactions, S&P expects Boyd to
consider increasing the size of the notes offering.  S&P expects
its rating will remain unchanged in the event the company increases
the offering as high as $750 million as it did last year when it
issued unsecured notes.

"We believe this notes transaction, which will increase Boyd's
revolver availability and add cash to the balance sheet, coupled
with the company's solid free cash flow generation ($150 million to
$200 million annually through 2017) that could be used to repay
debt and the company's solid relationships with its lending group,
should support a refinancing of Peninsula's capital structure.  (At
Dec. 31, 2015, Peninsula had approximately $663 million outstanding
bank debt maturing in November 2017 and $350 million of unsecured
notes maturing in February 2018.)  As a result, we are revising our
assumed hypothetical default year on Boyd to 2019 (in line with
other 'B' rated companies) from 2017.  Our previous default year
presumed an inability to refinance Peninsula's capital structure
because of a disruption in the debt capital markets.  We expect a
refinancing of Peninsula's debt to result in consolidation of
Peninsula into the Boyd restricted group and to support recovery
prospects in the 10% to 30% range for Boyd's senior unsecured
noteholders," S&P said.

S&P's 'B' corporate credit rating on Boyd and S&P's issue-level
ratings on the other debt of the company and its subsidiary
Peninsula Gaming LLC remain unchanged.  The rating outlook is
stable.

                        RECOVERY ANALYSIS

Key analytical factors:

   -- S&P is revising its simulated default year to 2019 (in line
      with other 'B' rated credits) from 2017 because S&P believes

      this transaction increases the likelihood that Boyd will
      successfully address Peninsula's 2017 and 2018 debt
      maturities.

   -- S&P's simulated default scenario contemplates a bankruptcy
      filing in 2019 at Boyd or Peninsula Gaming, which in turn
      files into bankruptcy the other company and related
      entities.  This is attributable to S&P's assumption that
      given the strategic relationships between these entities and

      their common management and ownership, Boyd's management
      will make decisions regarding operating and financial
      strategies with a view toward the collective group of
      companies.

   -- S&P's default assumes a significant decline in consolidated
      cash flows resulting from prolonged economic weakness and
      increased competitive pressures across the portfolio.

   -- S&P assumes a reorganization following the bankruptcy, using

      an emergence EBITDA multiple of 7x to value the company.

Simulated default assumptions:

Boyd Gaming Corp.

   -- Year of default: 2019
   -- Boyd consolidated EBITDA at emergence: $350 million
   -- EBITDA multiple: 7x
   -- Consolidated net enterprise value (after 7% administrative
      costs): $2.3 billion

Simplified waterfall:

Boyd Gaming Corp.

   -- Boyd's share of net enterprise value (70%): $1.6 billion
   -- Secured debt: $1.3 billion
      -- Recovery expectation: 90% to 100%
   -- Senior unsecured debt: $1.7 to $1.9 billion (depending on
      the final size of this notes issuance)
      -- Recovery expectation: 10% to 30% (lower half of the
      range)

Note: All debt amounts include six months of prepetition interest.


RATINGS LIST

Boyd Gaming Corp.
Corporate Credit Rating          B/Stable/--

New Rating

Boyd Gaming Corp.
$500 mil. notes due 2026
Senior Unsecured                 B-
  Recovery Rating                 5L


BTB CORPORATION: Amended Disclosure Statement Was Due March 24
--------------------------------------------------------------
BTB Corporation sought and obtained from Judge Mildred Caban Flores
of the U.S. Bankruptcy Court for the District Puerto Rico, the
extension of time to file its amended disclosure statement to March
24, 2016.  The Debtor contended that it needed an additional 21
days to file its amended disclosure statement as it was still in
negotiations with its secured creditor Banco Santander, and its
agreement with Banco Santander involves a repayment agreement with
a third party.

BTB Corporation is represented by:

          Alexis Fuentes-Hernández, Esq.
          FUENTES LAW OFFICES, LLC
          P.O. Box 9022726
          San Juan, PR 00902-2726
          Telephone: (787)722-5215,5216
          Facsimile: (787)722-5206
          E-mail: alex@fuentes-law.com

                       About BTB Corporation

BTB Corporation was organized in 2003 to be engaged in bitumen
supply activities and the rendering of any other services which
may be complementary to such activities. Debtor initiated
operations from a leased terminal and storage facility located in
Penuelas, Puerto Rico.

In 2007, BTB acquired 100% of the stock of The Placco Company of
Puerto Rico, Inc., ("PLACCO"), a corporation organized under the
laws of Puerto Rico on May 10, 1988 primarily to manufacture,
produce, process and sell bitumen and other related or similar
products.  PLACCO became a wholly owned subsidiary of BTB, and is
the owner of the bitumen terminal leased by BTB from where BTB
operates its business in Guaynabo, Puerto Rico.

In 2012, the current majority shareholders acquired BTB from IOTC
Asphalt, LLC, retaining Mr. Juan Vazquez as President of the
Company.

BTB Corporation sought Chapter 11 protection (Bankr. D.P.R. Case
No. 15-03681) in Old San Juan, Puerto Rico, on May 17, 2015.
Samuel Lizardi signed the petition as interim president.  The
Debtor disclosed total assets of $16.5 million and total
liabilities of $13.2 million.

BTB said it sought bankruptcy protection as it is unable to meet
obligations as they mature, and creditors are threatening suit and
have threatened to undertake steps to obtain possession of its
assets.

The Debtor tapped Alexis Fuentes Hernandez, Esq., at Fuentes Law
Offices, LLC, as its counsel.


CALFRAC HOLDINGS: Moody's Lowers CFR to Caa3, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Calfrac Holdings, LP's
Corporate Family Rating to Caa3 from B3, Probability of Default
Rating to Caa3-PD from B3-PD and senior unsecured notes rating to
Ca from Caa1.  The Speculative Grade Liquidity Rating was lowered
to SGL-4 from SGL-3.  The rating outlook is negative.  This action
resolves the review for downgrade that was initiated on Jan. 21,
2016.

"The downgrade reflects the anticipated decline in Calfrac's cash
flow in 2016 and 2017, which will result in debt to EBITDA leverage
rising above 20x and EBITDA to interest coverage falling towards
0.5x," said Paresh Chari, Moody's Analyst.  "We expect very few
pressure pumping fleets will be active, leading to continued
pricing pressure and making it very difficult for Calfrac to
generate any meaningful EBITDA over the next two years."

Downgrades:

Issuer: Calfrac Holdings, LP

  Probability of Default Rating, Downgraded to Caa3-PD from B3-PD
  Corporate Family Rating, Downgraded to Caa3 from B3
  Senior Unsecured Regular Bond/Debenture, Downgraded to Ca(LGD4)
   from Caa1(LGD4)

Outlook Actions:

Issuer: Calfrac Holdings, LP
  Outlook, Changed To Negative From Rating Under Review

Ratings Lowered:

Issuer: Calfrac Holdings, LP
  Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3

                         RATINGS RATIONALE

Calfrac's Caa3 Corporate Family Rating (CFR) reflects expected high
leverage (30x in 2016, decreasing to about 20x in 2017) and weak
interest coverage (around 0.5x in 2016 and 2017), driven by its
concentration and exposure to the weak pressure pumping market.
While Calfrac does have international diversification, mainly in
Russia and Argentina, repatriating earnings from Argentina could be
difficult.  Moody's credits Calfrac for its cost cutting efforts,
dividend elimination, capex reduction, and its well-maintained
fleet.  However, the conditions in the pressure pumping segment are
very weak and Moody's is concerned whether the company can survive
through this downturn.

Calfrac Energy's SGL-4 liquidity rating reflects weak liquidity. As
of Dec. 31, 2015, Calfrac had C$124 million of cash and about C$150
million available, after C$39 million of letters of credit, under
its C$300 million borrowing base revolving credit facilities due
September 2018.  Moody's expects the borrowing base could be
reduced significantly due to the limited activity, which will
reduce the available credit to Calfrac.  Moody's expects Calfrac
will incur about C$130 million in negative free cash flow through
March 31, 2017.  Moody's expects Calfrac to remain in compliance
with its three financial covenants through this period, however,
even with the C$25 million equity cure the company's ability to
comply with its Funded Debt to EBITDA (


CALPINE CORP: Moody's Raises CFR to 'Ba3', Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded Calpine Corporation's Corporate
Family Rating and Probability of Default (PD) Rating to Ba3 and
Ba3-PD, from B1 and B1-PD, respectively.  Concurrently, Calpine's
senior secured rating and unsecured rating were upgraded to Ba2 and
B2, from Ba3 and B3, respectively.  Calpine Construction Finance
Company's senior secured bonds are also upgraded to Ba2, from Ba3.
The outlook has been revised to stable, from positive. The rating
upgrades follow our assessment of the US merchant power sector in
the wake of a sustained period of low commodity prices, including
natural gas and electricity.

Upgrades:

Issuer: Calpine Construction Finance Company, L.P.
  Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD3) from

   Ba3 (LGD3)

Issuer: Calpine Corporation
  Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
  Corporate Family Rating, Upgraded to Ba3 from B1
  Senior Unsecured Shelf, Upgraded to (P)B2 from (P)B3
  Senior Secured Shelf, Upgraded to (P)Ba2 from (P)Ba3
  Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD3) from

   Ba3 (LGD3)
  Senior Secured Regular Bond/Debenture, Upgraded to Ba2 (LGD3)
   from Ba3 (LGD3)
  Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from B3

Outlook Actions:

Issuer: Calpine Corporation
  Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Calpine Corporation
  Speculative Grade Liquidity Rating, Affirmed SGL-1

                        RATINGS RATIONALE

"Calpine's financial profile will remain steady over the next few
years, and we calculate a ratio of cash flow, adjusted for
maintenance capital and nuclear fuel, to debt of approximately
6.4%", said Toby Shea, Vice President -- Senior Credit Officer.
"Calpine's corporate finance policies have demonstrated a strong
resiliency to absorb lower natural gas prices without materially
affecting cash flow margins."

Calpine's Ba3 CFR reflects the inherent volatility of the merchant
power sector and its considerable debt leverage (7.6% CFO
pre-working capital (WC)/debt for year-end 2015), tempered by the
scale and geographic diversity of its operations.  Calpine also has
a significant fuel concentration risk, as its fleet of generation
assets are predominantly natural gas-fired.  However, natural gas
plants are faring much better than most other generation assets in
the current low gas price environment.

Calpine's scale and geographic diversity play an important role in
its cash flow resiliency.  The company operates nationally with 83
plants in operation totaling 27.3 GW of generating capacity.  This
scale and focus on gas-fired facilities allow it to keep operating
expenses low while achieving high reliability.  Calpine has a major
presence in the Northeast/Mid-Atlantic, Texas and California.  Each
of these regions has a very different market environment and
regulatory regime, thus providing meaningful cash flow
diversification.  Calpine has high debt leverage, a credit
weakness.  Based on Moody's adjusted financials, Calpine's CFO
pre-WC/debt ratio for yearend 2015 was 7.6% which was an
improvement with the previous two years -- with 6.8% and 5.8%
registered in 2013 and 2014, respectively.  Despite this level of
debt burden, Calpine's ability to generate positive free cash flow
through the current low power price environment is an important
rating consideration.  Moody's estimates that Calpine has a
run-rate of cash flow from operation of $900 million with
maintenance and environmental capital expenditure of $120 million,
leaving about $780 million of free cash flow before growth capital
expenditures against about $12.4 billion of debt.  Unlike its
merchant peers with coal or nuclear generation, gas plants have a
relatively low level of maintenance and environmental compliance
capital expenditures.

Natural gas prices in the United States are at historic lows; after
declining sharply to the $3/MMBtu range at Henry Hub near the end
of 2014, the downward slide continued with current pricing under
$2/MMBtu in most markets.  Forward curves remain upward sloping,
with prices returning above $2/MMBtu in 2016; however, most
indications remain below $3/MMBtu for the foreseeable future.
Moody's is currently assuming average pricing of $2.25/MMBtu in
2016 and $2.50 MMBtu in 2017.  While low natural gas prices do not
necessarily translate directly into lower power prices,
particularly in the PJM Interconnection (PJM, Aa3 stable) where
there are delivery constraints and a meaningful amount of power is
still produced by coal-fired generating plants, they do tend to
move together.

                         Liquidity Profile

Calpine's speculative grade liquidity rating is SGL-1.  The company
continues to possess strong liquidity, with $906 million of
unrestricted cash on hand at the end of 2015 and about $1.2 billion
of unused capacity on its corporate revolving credit facility,
which was increased by $0.2 billion subsequent to year-end.
Excluding project finance debt maturities, Calpine's next scheduled
debt maturity is a first lien term loan due October 2019 and its
corporate revolving facility due June 2020.  The company generated
about $842 million of adjusted free cash flow before growth capital
expenditures for year 2015 and is forecast to generate $710 to $860
million of adjusted free cash flow in 2016.

Rating Outlook

Calpine's stable outlook reflects its continued resilient free cash
flow generation and disciplined approach to investments and asset
acquisitions.

What Could Change the Rating - Up

Moody's may consider a positive rating action should the industry
fundamentals improve significantly and Calpine's CFO Pre-WC/debt
rises to the mid-teens.

What Could Change the Rating -- Down

Moody's may revise the outlook to negative should industry
fundamental experience further deterioration and the company's CFO
Pre-WC/debt falls to the mid-single digit range on a sustained
basis.

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


CAREFREE WILLOWS: Guarantors Want AG Adversary Case Dismissed
-------------------------------------------------------------
Carefree Holdings Limited Partnership, et al., ask the U.S.
Bankruptcy Court to dismiss the Adversary Proceeding Case No.
14-01105, filed by AG/ICC Willows Loan Owner, LLC ("AG").

Debtor Carefree Willows, LLC entered into a Construction Loan
Agreement with Union Bank of California.  The Loan Agreement was
evidenced by a Promissory Note secured by a Deed of Trust.  The
Debtor then entered into an Amended and Restated Promissory Note
secured by a Deed of Trust.

Carefree Holdings, Limited Partnership, through its general partner
MLPGP, executed a Loan and Completion Guaranty in favor of Union
Bank ("Carefree Holdings Guaranty").  Ken L. Templeton Family Trust
dated October 8, 1993 ("Templeton Trust"), The Ken II Revocable
Trust dated May 4, 1998 ("Ken Trust") and Kenneth L. Templeton,
entered into the Templeton Guaranty.  The Guaranties state that
each Guarantor "promises to pay... all sums due or to become due"
under the (1) "Amended and Restated Promissory Note Secured by Deed
of Trust" and (2) "that certain Deed of Trust in favor of Bank...
securing the Note."

The Debtor executed a Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing, which excludes the Guaranties
executed by certain affiliates of the Debtor from the term "Loan
Documents."  The Deed of Trust provides that the term "Secured
Obligations" include the prompt and complete performance and
discharge of each obligation and agreement of the Debtor in the
Note or in the Construction Loan Agreement.

As it relates to the Guarantors, AG's Complaint seeks declaratory
judgment on the following issues:

     (a) That AG is not required to reconvey the Deed of Trust
pursuant to Section 2.4 of the Loan Agreement, unless the
Guarantors pay "all sums owing and outstanding" under the Loan
Documents.

     (b) That the Guarantors are "in default" under Sections 6(b),
6(l) and 6(i) of the Amended Note, as well as Section 7.4 of the
Loan Agreement, and the defaults must be cured under the proposed
plan.

     (c) The amounts necessary for the Guarantors to receive a
"discharge" are "all sums owing and outstanding" under the Loan
Documents.

     (d) Following reconveyance of the Deed of Trust, "... any
action to foreclose or otherwise enforce a mortgage or lien
'maintained' is void, ab initio, as a matter of law, and any and
all actions by AG or its predecessor in interest that might have
triggered the anti-deficiency defenses of Guarantors under NRS
40.495(3) are also void, ab inito, including, without limitation,
the actions of recording of a notice of default and suit seeking
the appointment of a receiver..."

The Guarantors cite the following reasons, among others, to support
their Motion seeking the dismissal of AG's adversary complaint:

     (1) The Deed of Trust does not secure the Guaranty.  The Deed
of Trust in very simple and straightforward language specifies that
it does not secure the Guaranties.

     (2) The Complaint fails to state a claim for declaratory
judgment.  Declaratory relief requires an actual controversy that
relates to a matter within federal court subject matter
jurisdiction.

     (3) The Complaint is really an objection to the Trustee's
proposed Cure Plan.

     (4) The State Court has already ruled on the issues.

Carefree Holdings Limited Partnership, et. al., are represented
by:

          Christopher H. Hart, Esq.
          SCHNADER HARRISON SEGAL & LEWIS LLP
          One Montgomery Street, Suite 2200
          San Francisco, CA 94104
          Telephone: (415)364-6700
          Facsimile: (415)364-6785
          E-mail: chart@schnader.com

                 - and -

          Michael R. Brooks, Esq.
          BROOKS HUBLEY LLP
          1645 Village Center Circle, Suite 200
          Las Vegas, NV 89134
          Telephone: (702)851-1191
          Facsimile: (702)851-1198
          E-mail: mbrooks@brookshubley.com

                      About Carefree Willows

Carefree Willows LLC owns the real property consisting of 11 acres
located at 3250 S. Town Center Drive, Las Vegas, Nevada.  The
property has improvements consisting of almost new, high quality,
two and three-story wood frame/stucco buildings with 300 apartment
units, which is referred to as "Carefree Willows Senior
Apartments."

Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 10-29932) on Oct. 22, 2010.  The Debtor disclosed $30.6 million
in assets and $36.5 million in liabilities as of the Chapter 11
filing.

The Law Offices of Alan R. Smith, in Reno, Nevada, served as
counsel to the Debtor.  AG/ICC Willows Loan Owner, LLC, was
represented in the case by Ali M.M. Mojdehi, Esq., Allison Rego,
Esq., Janet Dean Gertz, Esq., at COOLEY LLP.

After nearly five years of highly contentious disputes and
litigation, primarily between the Debtor and secured creditor
AG/ICC, which include the Debtor proposing five plans of
reorganization and AG proposing two plans, Samuel R. Maziel was
appointed the Chapter 11 trustee on Oct. 26, 2015.


CENTURYLINK INC.: Fitch Affirms Sr. Unsecured Notes at 'BB+/RR4'
----------------------------------------------------------------
Fitch Ratings has affirmed CenturyLink, Inc.'s Issuer Default
Rating (IDR) at 'BB+' and has assigned a 'BB+/RR4' rating to
CenturyLink's offering of $500 million (announced) of senior
unsecured notes due 2024. Net proceeds from the offering, plus
revolver borrowings and cash on hand, will be used to retire at
maturity, Embarq Corp.'s (Embarq) $1.184 billion of debt maturing
in June 2016.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The following factors support CenturyLink's ratings:

-- Revenues declined just 0.7% in 2015; Fitch expects CenturyLink

    will demonstrate similar declines of less than or equal to 1%
    in 2016 and 2017, with revenues flattening in the 2018
    timeframe.

-- EBITDA continues to be slightly pressured, as revenues
    continue to shift to strategic but lower-margin broadband and
    business services from higher-margin legacy voice revenues.
    EBITDA is currently not expected to stabilize until
    approximately 2018 or later.

-- Near-term consolidated free cash flows (FCFs -- defined as
    cash flow from operations less capital spending and dividends)

    in the $400 million to $600 million range in 2016.

-- Liquidity is expected to remain relatively strong over the
    rating horizon.

-- Qwest Corp.'s (QC) and Embarq's issue ratings are based on
    their relatively lower leverage and their debt issues' senior
    position in the capital structure relative to CenturyLink's
    senior unsecured debt.

The following factors are embedded in CenturyLink's ratings:

-- CenturyLink's financial policy, which incorporates a net
    leverage target of approximately 3.0x.

-- Prospects for share repurchases funded by free cash flow.

In December 2015, CenturyLink completed a $1 billion common stock
repurchase program under a 24-month program authorized in May 2014.
Stock repurchases have been primarily funded from FCF. At the
current time no new program has been authorized although should the
company succeed in selling its data center business the portion of
the proceeds beyond that needed to maintain a leverage neutral
profile may be used to repurchase stock. Fitch does not expect
CenturyLink to issue debt for future share repurchases in Fitch's
base case.

On a gross debt basis, CenturyLink's leverage at year-end 2015 was
2.99x, virtually the same as the 2.97x at the end of 2014. Leverage
has risen from the 2.84x posted in 2013, even though there has been
a modest reduction in debt, as there has been some pressure on
EBITDA. This pressure stems from the continued shift to
lower-margin strategic services from high-margin legacy services
such as voice. Fitch believes leverage will remain around 3.0x over
the next couple of years.

Fitch expects capital spending within the company's guidance of
approximately $3 billion for 2016. Within the capital budget, areas
of focus for investment include continued spending on broadband
expansion and enhancement, as well as spending on IPTV, the
company's facilities-based video program. Capital spending also
includes amounts for spending on the Connect America Fund Phase 2
(CAF 2) program.

KEY ASSUMPTIONS

-- Fitch assumes revenues will decline 1% or less in 2016 and
    2017, before stabilizing in 2018. EBITDA margins in 2016 and
    2017 are expected to decline slightly from the 38.4% recorded
    in 2015 as higher margin legacy revenues continue to decline.

-- In 2016, Fitch estimates consolidated capital spending will
    approximate $3.0 billion, up from approximately $2.9 billion
    spent in 2015.

-- Fitch has not included the potential sale of the data center
    colocation business in its assumptions as CenturyLink
    continues to evaluate its alternatives.

-- Since Fitch's base case assumes CenturyLink continues to own
    and operate its data centers, Fitch has assumed a modest level

    of share repurchases in 2016 and 2017 funded by free cash
    flow.

RATING SENSITIVITIES

Fitch does not expect a positive rating action over the next
several years based on its assessment of the competitive risks
faced by CenturyLink and Fitch's expectations for leverage.

A negative rating action could occur if:

-- Consolidated leverage through, but not limited to, operational

    performance, acquisitions, or debt-funded stock repurchases,
    is expected to be 3.25x or higher. Fitch has revised the
    leverage threshold down to 3.25x from 3.5x owing to the
    continued secular challenges faced by the wireline industry.

-- A reduction in capital spending that, in Fitch's evaluation,
    affects future revenue growth.

-- For QC or Embarq, which are notched up from CTL, leverage
    trends toward 2.5x or higher (based on external debt).

LIQUIDITY

CenturyLink's total debt was $20.5 billion at Dec. 31, 2015, and
readily available cash totalled $64 million (cash excludes $62
million in foreign bank accounts). Financial flexibility is
provided through a $2 billion revolving credit facility that
matures in December 2019. Approximately $1.67 billion was available
on the facility as of Dec. 31, 2015. CenturyLink also has a $100
million uncommitted revolving credit facility with one of the
lenders under its primary credit facility. The company also has a
$160 million uncommitted revolving letter of credit facility, which
at Dec. 31, 2015 had $109 million in letters of credit
outstanding.

Fitch believes CenturyLink has the financial flexibility to manage
upcoming maturities due to its FCF and credit facilities. The
current debt offering plus a previous offering at QC will address a
substantial portion of the approximately $1.5 billion of debt
maturing in 2016. In January 2016, QC raised $235 million to
address a May 2016 maturity and the current $500 million offering
will partially refinance the $1.184 billion maturing at Embarq. In
2017, maturities amount to approximately $1.5 billion.

The principal financial covenants in the $2 billion revolving
credit facility limit CenturyLink's debt to EBITDA for the past
four quarters to no more than 4.0x and EBITDA to interest plus
preferred dividends (with the terms as defined in the agreement) to
no less than 1.5x. QC has a maintenance covenant of 2.85x and an
incurrence covenant of 2.35x. The facility is guaranteed by certain
material subsidiaries of CenturyLink.

Going forward, Fitch expects CenturyLink and QC will be
CenturyLink's only issuing entities. CenturyLink has a universal
shelf registration available for the issuance of debt and equity
securities.

Fitch affirms the ratings and assigns recovery ratings (RR) on the
following:

CenturyLink
-- Long-term IDR at 'BB+';
-- Senior unsecured $2 billion RCF at 'BB+/RR4';
-- Senior unsecured debt at 'BB+/RR4'.

Embarq Corp.
-- IDR at 'BB+';
-- Senior unsecured notes at 'BBB-/RR2'.

Embarq Florida, Inc. (EFL)
-- IDR at 'BB+';
-- First mortgage bonds at 'BBB-/RR1'.

Qwest Communications International, Inc. (QCII)
--IDR at 'BB+'.

Qwest Corporation (QC)
-- IDR at 'BB+';
-- Senior unsecured notes at 'BBB-/RR2'.

Qwest Services Corporation (QSC)
-- IDR at 'BB+'.

Qwest Capital Funding (QCF)
-- Senior unsecured notes at 'BB+/RR4'.


CENTURYLINK INC: S&P Assigns 'BB' Rating on Proposed Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Monroe, La.-based
telecommunications provider CenturyLink Inc.'s proposed senior
notes due 2024 (amount to be determined).  The '4' recovery rating
indicates S&P's expectation for average (30%-50%; upper half of the
range) recovery in the event of payment default.

The company intends to use net proceeds from the notes along with
borrowings from its $2 billion revolving credit facility
(approximately $330 million amount outstanding as of Dec. 31, 2015)
to repay all of the outstanding $1.184 billion senior notes due
2016 at wholly-owned subsidiary Embarq Corp.

The 'BB' corporate credit rating and stable outlook on CenturyLink
are unchanged.  The transaction is unlikely to affect the company's
key credit measures, including leverage, which was about 3.6x as of
Dec. 31, 2015.  The ratings incorporate S&P's expectation that
leverage will remain in the high-3x area over the next couple of
years.

RATINGS LIST

CenturyLink Inc.
Corporate Credit Rating            BB/Stable/--

New Rating

CenturyLink Inc.
Senior Unsecured notes due 2024    BB
  Recovery Rating                   4H


CHESAPEAKE ENERGY: Fitch Cuts Issuer Default Rating to 'B-'
-----------------------------------------------------------
Fitch Ratings has concluded its review of North American energy
credits associated with its recently revised oil and gas price
deck.

On Feb. 24, 2016, Fitch revised its base case oil and gas price
assumptions lower to reflect bearish trends in inventory builds and
production that are expected to result in further delays in price
recoveries for both commodities. The new base case price for oil
(WTI and Brent) was lowered to $35/bbl in 2016, $45/bbl in 2017,
and $55/bbl in 2018, while the long-term price was left unchanged
at $65/bbl. Henry Hub natural gas base case prices were lowered to
$2.25/mcf in 2016, $2.50/mcf in 2017, and $2.75/mcf in 2018, while
the long-term natural gas price was left unchanged at $3.25/mcf.

Fitch has taken the following rating actions on publicly rated
entities linked to the Feb. 24 price revision:

Anadarko Petroleum Corporation: IDR affirmed at 'BBB' and Outlook
revised to Negative from Stable; Short-term rating downgraded to
'F3' from 'F2'

Apache Corporation: IDR downgraded to 'BBB' from 'BBB+'; Outlook
Stable

Chesapeake Energy: IDR downgraded to 'B-' from 'B'; Outlook remains
Negative

ConocoPhillips: Issuer Default Rating (IDR) downgraded to 'A-' from
'A'; Outlook remains Negative

Devon Energy Corporation: IDR affirmed at 'BBB+' and Outlook
revised to Negative from Stable

Southwestern Energy Company: IDR downgraded to 'B+' from 'BBB-';
Outlook remains Negative

Unit Corporation: IDR downgraded to 'B+' from 'BB'; Outlook revised
to Negative from Stable

Listed below are current Issuer Default Ratings (IDRs) and Outlooks
for publicly rated North American energy companies:

Exploration & Production:

Occidental Petroleum Corp: IDR 'A'/Stable Outlook
ConocoPhillips: IDR 'A-'/Negative Outlook
Apache Corporation: IDR 'BBB'/Stable Outlook
Devon Energy Corporation: IDR 'BBB+'/Negative Outlook
Marathon Oil Corporation: IDR 'BBB'/Negative Outlook
Anadarko Petroleum Corporation: IDR 'BBB'/Negative Outlook
Hess Corporation: IDR 'BBB'/Negative Outlook
EnCana Corporation: IDR 'BBB-'/Negative Outlook
EQT Corporation: IDR 'BBB-'/Stable Outlook
Pioneer Natural Resources Company: IDR 'BBB-'/Stable Outlook
Murphy Oil Corporation: IDR 'BB+'/Stable Outlook
Newfield Exploration Company: IDR 'BB+'/Stable Outlook
Southwestern Energy Company: IDR 'B+'/Negative Outlook
Unit Corporation: IDR 'B+'/Negative Outlook
Jones Energy Holdings, LLC: IDR 'B'/Stable Outlook
Chesapeake Energy Corporation: IDR 'B-'/Stable Negative
Energy XXI Gulf Coast, Inc.: IDR 'C'

Drilling & Services:

Halliburton Company: IDR 'A-'/Stable Outlook
Nabors Industries, Inc.: IDR 'BBB-'/Negative Outlook
Weatherford International: IDR 'BB'/Negative Outlook
Transocean, Inc.: IDR 'BB'/Negative Outlook
Seacor Holdings, Inc.: IDR 'B'/Stable Outlook

Refining/Downstream:

Marathon Petroleum Corporation: IDR 'BBB'/Stable Outlook
Valero Energy Corporation: IDR 'BBB'/Stable Outlook
CITGO Petroleum Corporation: IDR 'B'/Stable Outlook
CITGO Holding, Inc.: IDR 'B-'/Stable Outlook


CHESTER COMMUNITY: Fitch Cuts 2010A Revenue Bonds Rating to BB-
---------------------------------------------------------------
Fitch Ratings has downgraded approximately $54.3 million of charter
school revenue bonds, series 2010A issued by the Delaware County
Industrial Development Authority, PA (DCIDA) to 'BB-' from 'BB+'.
The bonds are issued on behalf of Chester Community Charter School
(CCCS).

Fitch has also placed the bonds on Rating Watch Negative.

SECURITY

The series 2010 bonds are secured by pledged revenues of CCCS,
backed by a mortgage on the property and facilities leased by the
school and a debt service reserve (DSR) cash-funded to transaction
maximum annual debt service (TMADS) of about $4.1 million.
Management fee payments to CSMI, LLC (CSMI) are subordinated to the
payment of debt service and DSR replenishment.

KEY RATING DRIVERS

PRESSURED OPERATING PERFORMANCE: The downgrade to 'BB-'/Rating
Watch Negative reflects Fitch's concern over CCCS' ability to
stabilize its financial profile. CCCS reported operating deficits
in fiscal 2015 and fiscal 2016 (projected) resulting in thinning
debt service coverage and slim liquidity. CCCS is transitioning to
a new long-term revenue framework grounded in lower per pupil
funding (PPF). A 10-year negotiated settlement provides for reduced
special education PPF, resulting in a lower expected revenue base.


ENROLLMENT DRIVES PERFORMANCE: The achievement of break-even
operations in fiscal 2017 is dependent upon enrollment growth of
approximately 4.9% (150 students) and expenditure reductions of
4.2% or $2.25 million. CCCS projections do not currently include
year-end revenue PPF revenue adjustments, which have trended
positively over the last few years and could provide added cushion
if realized again in fiscal 2017. According to management, CCCS
enrollment is currently about 3,100 after experiencing modest
growth in 2015-2016.

LIMITED BALANCE SHEET: CCCS' cash position is slim. CCCS' audited
fiscal 2015 available funds (AF; or unrestricted cash and
investments) of $3.6 million equates to a very low 4.9% of expenses
and 5% of outstanding debt. Absent offsetting action, management
anticipates using AF to partially cover the reduction in per pupil
funding through the 2016 school year.

STATE FUNDING DELAYS; EXTERNAL LIQUIDITY: CCCS's $30 million
taxable revenue anticipation notes, series 2015 (RAN) issued in
Nov. 2015 temporarily mitigates operating risk caused by the
commonwealth's budget impasse continuing into its ninth month.
While CCCS has managed operations well, the external funding
environment adds credit risk. The RAN matures on June 30, 2016 and
CCCS expects to issue new RANs or extend it through December 2016.


AUTHORIZOR IN RECEIVERSHIP; PROVEN INTERCEPT: The Chester Upland
School District (CUSD) has been in receivership since December
2012. CCCS revenues flow through the CUSD and in the event CUSD's
monthly PPF distributions are delayed, legal and structural
provisions include a tested trustee intercept of state aid that
provides first for debt service and secondly for operations. This
mechanism was first tested in June 2014 when the Pennsylvania
Department of Education (PDE) reimbursed the charter for delayed
payment, pursuant to the 2012 settlement agreement procedure, but
repayment was not as timely as expected due to delays in the
commonwealth's final approval of the 2014-2015 budget. Additional
information is provided in Fitch's press release dated March 23,
2015, available at wwww.fitchratings.com.

RATING SENSITIVITIES

ABILITY TO OUTPERFORM PROJECTIONS: Failure of Chester Community
Charter School to outperform fiscal 2017 projections which show low
cash levels and breakeven operations despite budgeted enrollment
growth and expense reductions will likely result in a downgrade to
the 'B' category. Fitch believes the school's key source of
flexibility is in its ability to grow enrollment and cut spending
beyond what is budgeted and realize additional revenues through the
CUSD annual year-end rate adjustment of tuition revenue based on
CUSD final budgeted expenditures.

LIQUIDITY: The stressed liquidity caused by state budget delays, as
well as the unique CCCS and CUSD relationship, required Chester
Community Charter School to obtain an external cash-flow facility.
Increased expenses related to the facility, as well as potential
extension costs, add credit risk which, if not managed, would drive
a downgrade.

STANDARD SECTOR CONCERNS: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions which, if pressured, could negatively impact Chester
Community Charter School's rating.

CREDIT PROFILE
CCCS was formed in 1998 to provide an alternative public school
option for residents in CUSD, which serves the City of Chester, PA,
Chester Township, PA and the Borough of Upland, PA. About 80% of
CCCS' students come from the CUSD. CCCS experienced consistent
enrollment growth over time, leading the charter school to expand
its grades K-8 academic offerings to three campuses in 2013.
Enrollment remains stable in fall 2015 at about 3,024; management
reports that final enrollment at the end of the 2015-2016 academic
year will be closer to 3,100.

CCCS has a strong relationship with CSMI, which was formed
specifically to manage the charter school's operations. CSMI's
management strategy has been fiscally conservative, resulting in
historically balanced operations and stronger academic performance
than CUSD.

Fitch notes the following criteria deviation per its internal
policies and procedures. Per Fitch's charter school criteria, Fitch
is required to attempt to correspond with the authorizer associated
with this credit, CUSD. After multiple attempts, there was no
direct contact. Given the sufficiency of the available information,
and a recent charter renewal, Fitch believes it is provided with
reasonable confirmation from the management team that the school is
in compliance with charter requirements. Available financial and
enrollment data support that determination.

CHARTER RENEWAL

CCCS has received multiple charter renewals during its 18-year
operating history, which Fitch views favorably. Following its
initial three-year charter, the charter has received four five-year
renewals. The most recent five-year charter renewal was granted in
August 2014 by CUSD, and is effective July 1, 2016 through June 30,
2021.

LIQUIDITY FLEXIBILITY

The commonwealth of Pennsylvania's nine-month impasse over the
fiscal 2016 budget continues to put operating pressure on school
districts and charter schools state-wide. CCCS has been forced to
obtain external financing to manage its cash flow due to delays in
state funding. The school secured a $10 million bank line of credit
in calendar 2015, which it subsequently repaid and converted to a
$30 million privately placed RAN which is due June 30, 2016. At
this time the full $30 million balance has been drawn, with
expectations of repaying it when the state approves the second half
of K-12 education appropriations later this spring. Fitch believes
the RAN financing adds further credit risk due to the added
interest expense and refinancing risk. Fitch notes that debt
service on the series 2010A bonds is paid monthly to the bond
trustee, so no large lump-sum debt service payment is due at the
end of a fiscal year. There is also a trustee-held debt service
reserve.

OPERATING PERFORMANCE

CCCS is highly reliant on PPF to support operations and the PPF
rate (90% of which comes from CUSD). Periodic true-up adjustments
are made based on enrollment and the home district's annual
operating expenditures, which CCCS typically benefits from. To date
in fiscal 2016, because of the state budget impasse, no true-up
calculation has been made.

Operating performance weakened in fiscal 2015 to negative 1.8%,
after generally positive margins (and a 7% margin in fiscal 2014),
due to a one-time extraordinary expense. As part of its settlement
agreement with CUSD, CCCS has written off a $5.6 million tuition
receivable from CUSD in fiscal 2015 in exchange for more stable
revenue computations over the next 10 years. The 10-year settlement
agreement was made among multiple parties, including the PA
Department of Education, the CUSD school board, the CUSD receiver,
and CCCS, and establishes a minimum special education PPF rate,
irrespective of future changes in state charter school laws.

The agreed special education PPF amount is based on the regular
education tuition rate of $10,683, with that figure multiplied by
2.53x; however, the rate cannot fall below $27,029 for each CUSD
special education student. While providing a stable funding floor,
this represents a decline of CUSD special education funding from
the current $40,000 per student. This reduced special education
rate is partly contributing to the projected weaker 4.0% fiscal
2016 operating deficit, and adding pressure for the fiscal 2017
budget.

ENROLLMENT BUDGET
Strong student demand supports CCCS enrollment. CCCS management
expects continued academics and financial pressures at both CUSD
and neighboring school districts will support enrollment growth at
CCCS. CCCS is budgeting a 4.9% increase in enrollment from the
current 3,100 students to 3,250 students in fall 2016, which Fitch
believes is reasonable. However, given CCCS's thin operating
performance, achieving or exceeding that enrollment target in fall
2016 is critical to meeting the fiscal 2017 operating budget.

There is limited charter-school competition for CCCS. Further,
about 54% of CUSD's K-8 student population attends CCCS. The
charter school provides a significant level of educational capacity
in the area, which while atypical of the sector provides CCCS with
an unusually strong market niche. There are no caps/limits on the
number of students that can be enrolled by CCCS. Management reports
that it has facility capacity for up to 3,500 students.

Fitch will monitor CCCS' enrollment trends, as there may be
long-term efforts from CUSD to grow enrollment to stabilize its
financial position.

DEBT MANAGEABILITY

CCCS has a high but manageable debt burden, which is common for the
charter school sector. However, the need to secure external funding
to manage cash-flow places further stress on CCCS and heightens the
risk to the series 2010 bondholders. TMADS was 8.4% of fiscal 2015
operating revenues, somewhat improved from a five-year average of
10.3%, but still high. Coverage of annual debt service averaged
1.0x between fiscal 2011 and 2015. Fiscal 2015 coverage was lower
at about 0.9x and is expected to be reduced further in fiscal 2016
given weaker operating performance. Coverage of debt service from
operations below 1.0x is characterized by Fitch as a low
speculative-grade attribute for charter schools.

If operating expenses in fiscal 2015 are adjusted to exclude $5.6
million, representing the one-time receivable cancellation, TMADS
coverage would have been a sound 2.1x. Fitch expects improved TMADS
coverage in fiscal 2017, at least 1.0x, even if management fees
need to be deferred or subordinated to meet coverage requirements.


CINCINNATI TERRACE: Mortgage Holder, Receiver Seek Stay Relief
--------------------------------------------------------------
Madison Realty Investments, Inc., asks the U.S. Bankruptcy Court
for the District of New Jersey for relief from the automatic stay.

Madison relates that the property at issue is 15 W. Sixth Street,
Cincinnati, Ohio ("Property") and that it is comprised of three
units owned by: (1) Cincinnati 926 Hotel, LLC; (2) Cincinnati 926
Office, LLC; and (3) the Debtor Cincinnati Terrace Plaza Retail,
LLC.  The parcel owned by the Debtor 20,657 square feet of the
476,000 square foot building, or 4 percent of the total Property.
Madison notes that the entire Property was appraised for $5,130,000
in a full appraisal.  The Hamilton County, Ohio Sheriff appraised
the Property for sheriff's sale at $5,100,000.

Madison is the holder of a mortgage on the Debtor's parcel which
was reduced to judgment in state court in December 2014.  The
principal amount of the judgment was $3,600,000 and is
substantially higher now.  As of Oct. 9, 2015, Madison was owed
over $5,280,000 which has increased substantially since but it not
currently ascertainable due to ongoing expenses.  Delinquent real
estate taxes are over $773,000.

The state court approved a receivership sale of the property
through an order ("Sale Order") entered Jan. 11, 2016.  The
Receiver conducted the sale process and Madison was the high bidder
at sale with a credit bid of $7,000,000.  The right of redemption
in the Property terminated in Jan. 16, 2016 pursuant to the Jan.
11, 2016 Sale Order.  Madison contends that the Debtor has no right
of redemption and the Property has been sold.  Madison further
contends that the only remaining item is confirmation of sale.

Madison tells the Court that the Property is in dire condition and
requires substantial carrying costs.  It further tells the Court
that the problems are so serious that the City has required that
the street to the south of the Property be blocked off due to the
hazard posed by brick or steel falling from the roof the high rise.
Madison notes that the reports of the Receiver explain the
Property's building code violations, fire code violations, severe
deferred maintenance issues, lack of insurance, and significant
carrying costs.

Madison asserts that the value of the Property is declining and
expenses are accruing at a substantial rate.  It further asserts
that because the Debtor is unwilling to provide adequate
protection, relief from stay is appropriate pursuant to 11 U.S.C.
Section 362(d)(1).

                   Receiver Joinder to Motion

Prodigy Properties, LLC, the receiver appointed by the state court,
tells the Court that the Property has been in an extremely unsafe
condition for several years, and is subject to numerous City health
and safety violations.  It further tells the Court that the City
recently required it to arrange to block portions of a public
street in order to avoid injury to pedestrians caused by falling
debris.

The Receiver contends that Alan Freidberg, on behalf of the Debtor
and related debtors, Cincinnati 926 Hotel, LLC and Cincinnati 926
Office, LLC, forcibly took control of the Property away from the
Receiver.  It further contends that it is no longer able to ensure
the health, safety or welfare of the tenants or their visitors at
the Property, nor is the Receiver able to ensure the health, safety
or welfare of the public in the area surrounding the Property.

The Receiver tells the Court that it joins in Madison's motion for
relief from stay so that the sale to Madison's designee can be
completed and the necessary safety actions can be taken.

Madison Realty Investments is represented by:

          W. Peter Ragan, Sr., Esq.
          RAGAN & RAGAN, APC
          3100 Route 138 West
          Brinley Plaza, Building One
          Wall, NJ 07719
          Telephone: (732)280-4100
          E-mail: wpr@raganlaw.com

Prodigy Properties is represented by:

          Patricia B. Fugée, Esq.
          FISHERBROYLES LLP
          27100 Oakmead Drive, #306
          Perrysburg, OH 43551
          Telephone: (419)874-6859
          Facsimile: (419)351-0032
          E-mail: pfugee@fisherbroyles.com


CINCINNATI TERRACE: Seeks DIP Financing, Removal of Receiver
------------------------------------------------------------
Cincinnati Terrace Plaza Retail, LLC, asks the U.S. Bankruptcy
Court for the District of New Jersey to authorize it to obtain
secured post-petition financing.

The Debtor also asks the Court to:

   (1) enter an order finding the state court appointed rent
receiver, Prodigy Properties, LLC, and mortgage holder, Madison
Realty Investments, Inc., in violation of the automatic stay and
grant damages stemming from the willful violation of the automatic
stay;

   (2) remove the receiver from custody of the property of the
bankruptcy estate;

   (3) compel the receiver to account for all money received and
disbursed with respect to property of the estate; and

   (4) compel the turnover of all estate property.

                  Secured Postpetition Financing

The Debtor is seeking authorization to incur postpetition financing
in order to make necessary repairs to the real property located at
15 West 6th Street, Cincinnati, Ohio.  The Debtor relates that the
funds will also be used to improve the real estate and provide for
carrying cost until it can be sold for a fair value.  The Debtor
further relates that only after making repairs and improvements, as
well as providing for adequate marketing efforts, will the property
yield its highest potential value and thereby satisfy the best
interest of the all interested parties.

The Debtor says it has been approved for post-petition financing as
described in the Term Sheet annexed to the Certification of Alan
Friedberg, the Debtor's managing member.  According to the Debtor,
a commitment letter is being drafted but cannot be provided until
the lender is given access to again inspect the Property.  The
Debtor notes that the state court receiver has restricted access to
the Property.  Once the commitment letter is received, it will be
filed in supplemental support of its Motion.

The Debtor relates that the postpetition loan would be secured by a
super-priority lien on the real property owned by all three
affiliated entities, Cincinnati Terrace Plaza Retail, LLC,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC.  The
Debtor is proposing to use these funds to make immediate necessary
repairs to the building in order to resolve violations with the
municipality.  The Debtor relates that funds are also allocated for
12 months of operational expenses, to establish a reserve for 12
months of real estate taxes and miscellaneous property expenses,
and $1,010,000 is allocated for additional improvements and repairs
to the property.

                  State Court Appointed Receiver

The Debtor tells the Court that the state court appointed receiver
is at best an impediment to its reorganization and at worst, a pawn
being used by Madison Realty Investments, Inc., to assist with its
surreptitious goals.  The Debtor requests the Court to sanction the
receiver for unduly frustrating the Debtor's access to the real
property.  The Debtor further tells the Court that the receiver has
not been forthright is responding to Debtor's counsel and has
refused to accept attempts to work together consensually.

The Debtor seeks sanctions against Madison for continuing efforts
to confirm the foreclosure sale despite having actual knowledge of
the bankruptcy filing of the Debtor and its affiliated entities.

               About Cincinnati Terrace Plaza Retail

Cincinnati Terrace Plaza Retail, LLC, and its affiliated entities,
Cincinnati 926 Hotel, LLC and Cincinnati 926 Office, LLC, together
own real property located at 15 West 6th Street, Cincinnati, Ohio
and commonly known as Terrace Plaza.  Terrace Plaza is a 19-story
commercial mixed-use building consisting of a total of 600,000
square feet of space. The building is currently occupied by retail
tenants on the ground floor, floors two through seven are purposed
for office tenants, and floors eight through nineteen is purposed
for hotel rooms. Only the retail portion of the building is
occupied.   Cincinnati Terrace Plaza Retail is the owner of the
ground floor retail space.

At the behest of mortgage holder Madison Realty Investments, Inc.,
the state court appointed Prodigy Properties, LLC, as receiver for
the Property.  The receiver conducted a sale process and Madison
was the high bidder at sale with a credit bid of $7,000,000.

Cincinnati Terrace Plaza Retail, LLC, based in Cincinnati, Ohio,
filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 16-13384)
on Feb. 25, 2016, to regain control of the property.

The petition was signed by Lionel Nazario, member.

Cincinnati Terrace estimated $10 million to $50 million in assets;
and $1 million to $10 million in liabilities.

David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the Debtor's counsel.


COTY INC: S&P Affirms Preliminary 'BB+' CCR, Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
preliminary 'BB+' corporate credit rating on Coty Inc.  The outlook
is stable.

S&P also assigned preliminary ratings to the debt of Coty B.V. (a
subsidiary of Coty Inc.).  Specifically, S&P assigned its
preliminary 'BBB-' issuer rating to the proposed incremental EUR100
million term loan A due in 2020 and the proposed incremental EUR300
million term loan B due in 2022.  The Coty Credit Agreement is
guaranteed by Coty Inc.'s wholly-owned domestic subsidiaries and
secured by a first priority lien on substantially all of the assets
of Coty Inc. and its wholly-owned domestic subsidiaries, in each
case subject to certain carve outs and exceptions.  The preliminary
recovery rating on the term loans is a '2', reflecting S&P's
expectation for substantial recovery (70%-90%; at the lower end of
the range) in the event of a payment default.

S&P also affirmed its preliminary 'BBB-' ratings on the credit
facilities issued by Coty and Galleria Co., an entity comprising
P&G's fine fragrance, color cosmetics, and hair color businesses.
The preliminary '2' recovery rating on these facilities, which
reflects S&P's expectation for substantial recovery (70%-90%) in
the event of a payment default, remains unchanged.  However, S&P
revised the recovery expectations on this debt to the lower end of
the 70%-90% range, because of the increase in debt.

The ratings are subject to the merger of Coty and P&G's beauty
business closing on substantially the terms provided to S&P.  Debt
outstanding pro forma for the incremental term loan issuance is
$7.2 billion.

The ratings affirmation reflects S&P's expectation that Coty will
reduce debt following both acquisitions with its good cash flow
generation.  The proposed financing is leverage neutral as the
proceeds from the upsized facilities will be used to repay revolver
borrowing that were drawn to pay for a portion of its acquisition
of the beauty and personal care businesses from Hypermarcas S.A.
The approximately $1 billion partially debt-financed acquisition
closed on Feb. 2, 2016.  Coty's leverage pro forma for the
acquisition modestly increases to 3.7x in 2016 (incorporating the
impact of Coty's merger with P&G's beauty business); our leverage
forecast prior to the Hypermarcas transaction was 3.3x.  The
acquisition provides Coty with manufacturing and distribution
facilities in Brazil, a region the company has a small presence in,
and should give it an immediate supply infrastructure and
speed-to-market boost in that region.  S&P expects Coty's merger
with P&G's beauty businesses to close in the second half of 2016.
S&P's forecast is based on preliminary terms and could differ upon
the closing of the merger if the transaction changes.  For example,
Coty has announced the Dolce & Gabbana and Christina Aguilera
Perfumes licenses will not be transferred upon completion of the
merger.  S&P do not expect these two licenses to have a significant
impact on its forecast.

"The ratings on Coty reflect our expectation it will be a
formidable player in the global cosmetic industry, with
approximately $10 billion of sales, pro forma for its merger with
the P&G Beauty business," said Standard & Poor's analyst Diane
Shand.

The pro forma company will hold the number one position in the
global fragrance market, with market share almost twice that of
L'Oreal, its next largest competitor.  In color cosmetics, the
combined company will hold the number three positon; though we
expect pro forma Coty will gain share from players such as Avon,
Shiseido, and Revlon, it could have difficulty gaining share from
L'Oreal and Estee Lauder, who have solid positions in most of their
categories, a history of strong brand management, and greater
financial wherewithal to invest in their businesses.

Pro forma Coty should also benefit from favorable trends in the
industry.  The beauty sector is one of the most attractive
industries in consumer products, with a $300 billion market
(according to Euromonitor) that has grown at a compound annual rate
(CAGR) to 3.8% over the last five years, and is expected to grow at
a 3.2% CAGR over the next five years.

Pro forma Coty should maintain a stable operating performance as it
will have a diverse portfolio of brands and products with a wide
range of price points.  The new company will also have strong
representation in all channels, and its greater scale should give
it better pricing and negotiating power with retailers.  Moreover,
pro forma Coty will have good geographic diversity, with additional
expansion opportunities in faster-growing markets such as Brazil
and Japan.  Its acquisition of Hypermarcas' beauty business should
accelerate its growth in Brazil.

"We have also factored into the ratings on pro forma Coty some
integration risk.  While we view the P&G beauty business to be
complementary to Coty's existing platform and acknowledge the
additional scale provided by the merger, merging the two companies
could be difficult.  The P&G beauty business has underperformed the
market for the past several years.  In addition, there could be
difficulties merging the two cultures--the P&G beauty business
operated under a large personal care/household products company
while Coty operates as a cosmetics company.  Pro forma Coty will
need to strengthen the P&G beauty business' innovation and
marketing capabilities, as well as its profitability; pro forma
Coty's EBITDA margin of modestly over 19% is well below that of
industry leaders L'Oreal and Estee Lauder, which have margins of
about 23%, and slightly below that of Revlon, which has margins of
about 20%.  We do not expect pro forma Coty's margins to exceed 20%
until fiscal 2018 (ending June 30)," S&P said.

The ratings also reflect pro forma Coty's good cash flow generation
capabilities and moderate financial policy, as demonstrated through
moderate balance sheet leverage.  S&P estimates adjusted leverage
will be about 3.7x in fiscal 2016 and the company's FFO to adjusted
debt will be 22%.  S&P expects these measures to strengthen to
about 3.3x and 25%, respectively, in fiscal 2017 through a
combination of debt reduction and EBITDA growth.  S&P expects pro
forma Coty to generate about $1.2 billion of free cash flow
annually and use it for debt reduction and dividend payments.
Although the new company could lower its leverage to the low 2.0x
area by fiscal year-end 2019, S&P expects leverage will remain
between 2.5x-3.0x as the company makes further acquisitions and/or
repurchases shares.

The stable outlook on pro forma Coty reflects S&P's expectation
that management will effectively merge Coty with P&G's beauty
businesses and improve EBITDA margin by leveraging its scale,
greater efficiencies in the former P&G brands, and cost reductions.
In addition, S&P expects the company to sustain leverage below
4.0x and FFO to adjusted debt in the low-20% area.


COVANTA HOLDING: Moody's Affirms Ba2 CFR & Changes Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed Covanta Holding Corporation's
Corporate Family Rating at Ba2 and Probability of Default Rating at
Ba2-PD, and lowered its speculative grade liquidity rating to SGL-3
from SGL-2.  Covanta's rating outlook was changed to negative from
stable.  The rating action follows our assessment of the US
merchant power sector in the wake of a sustained period of low
commodity prices, including natural gas and electricity.

Lowered:

Issuer: Covanta Holding Corporation
  Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2

Outlook Actions:

Issuer: Covanta Holding Corporation
  Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Covanta Holding Corporation
  Probability of Default Rating, Affirmed Ba2-PD
  Corporate Family Rating, Affirmed Ba2
  Senior Unsecured Regular Bond/Debenture, Affirmed Ba3, LGD5

Issuer: Delaware County Industrial Dev. Auth., PA
  Senior Unsecured Revenue Bonds, Affirmed Ba2, LGD3

Issuer: Essex County Improvement Authority, NJ
  Senior Unsecured Revenue Bonds, Affirmed Ba2, LGD3

                        RATINGS RATIONALE

"The change in Covanta's outlook to negative stems from the
company's continued shareholder friendly activities in the face of
declining revenues and margins from its wholesale power and metals
segments" said Lesley Ritter, Analyst.  "After stepping up its
dividend by 40% in June 2014, Covanta has opted to maintain this
higher dividend level and to also buy back shares in 2015, in spite
of markedly weaker commodity market conditions.  The company also
partially funded the higher dividend by drawing on its revolver,
adding debt and pressuring coverage metrics, a credit negative"
added Ritter.

The affirmation of Covanta's Ba2 CFR under these market conditions
predominantly reflects the generally stable cash flows from the
waste disposal and service revenues at its Energy-from-Waste (EfW)
projects, which represent about 70% of consolidated revenues.  The
majority of the EfW projects are underpinned by intermediate tenor
contracts with credit-worthy counterparties.  The rating also
incorporates the company's strong operating performance across the
portfolio and the high barriers to entry for most competing
technologies.  These strengths are mitigated by Covanta's exposure
to weak wholesale energy and metals markets, a levered capital
structure, an aging fleet with increasing operating expenses,
persistent challenges to grow the business, and a record of
shareholder friendly actions.

Covanta has seen a decline in its operating cash flows, primarily
as a result of falling commodity prices that have impacted the
non-contracted portion of its revenue stream.  The lower revenue
generation coincides with the company issuing incremental debt to
fund its new EfW facility in Dublin, Ireland, as well as drawing
more heavily on its revolver to help cover funding gaps from its
lower cash flow and higher dividends.

In June 2014, the company announced a material increase in its
dividend and kept it unchanged in 2015 despite facing declining
revenues and margins from its wholesale power and metals segments.
The company also opted to repurchase shares towards the end of 2015
using proceeds from pending asset sales.  Together these actions
have resulted in a reduction of its cash flow from operations
pre-working capital (CFO pre-WC) to debt ratio to below 11% in
2015, one of the metrics we have previously cited as a potential
downgrade threshold for Covanta, a material credit negative.

Moody's does not expect natural gas and metal prices to improve
materially over the next 12 to 18 months.  Moody's anticipates that
Covanta will continue to increase its leverage to help fund its
Dublin EfW project and to draw further on its revolver for its
internal cash needs.  Should 2015 trends continue well into 2016,
Covanta's metrics will continue to be pressured and these trends
could result in a negative rating action.

                         Liquidity Profile

Covanta's SGL-3 rating is driven by our expectation that the
company will maintain an average liquidity profile over the next
four quarters as a result of its generation of weaker but stable
operating cash flows, ongoing cash balances and access to committed
credit availability.  The reduction of the SGL rating to SGL-3 from
SGL-2 reflects lower than anticipated revenues primarily due to
depressed wholesale energy and metals pricing as well as elevated
capital expenditure levels.  Together these will place Covanta in a
negative free cash flow position which we anticipate will be funded
primarily through further draws on the company's revolver.
Covanta's negative free cash flow position is not expected to
improve until 2018 when capex levels come down and the Dublin EfW
facility is fully operational.

                          Rating Outlook

Covanta's negative outlook reflects Moody's expectation that
natural gas and metal prices are unlikely to improve over the next
12-18 months which, barring any increase in the company's operating
cash flows or change in financial policy, will translate into
weaker earnings and credit metrics that could be below the levels
appropriate for Covanta's Ba2 CFR.

                 What Could Change the Rating – Up

Covanta's outlook could be stabilized if there is an improvement in
its credit metrics such that its CFO pre-WC to debt ratio were to
remain above 11% on a sustained basis during the construction of
Dublin EfW, and closer to its mid-teens historical levels once
Dublin EfW comes online in 2018.  An unexpected increase in natural
gas and metal prices leading to higher cash flow from its wholesale
power and metals segments could also put positive pressure on the
rating.

                 What Could Change the Rating – Down

Covanta's rating could be lowered if it is unable to renew or
extend its EfW project contracts at competitive terms; if its
exposure to energy and metals markets continues to hurt earnings or
increase cash flow volatility; if leverage is significantly
increased to finance an acquisition or a return of capital to
shareholders; if several key projects have extended outages; or
there is a continued decline in the key financial metrics including
the ratio of cash flow to debt remaining below 11% and/or cash
interest coverage declining below 2.8x for an extended period.
Significant investments in developing markets without a record of
contract enforceability would place added downward pressure on the
rating.

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


CUMULUS MEDIA: S&P Lowers CCR to 'CCC', Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit ratings on Atlanta, Ga.-based Cumulus Media Inc.
and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'B-'.
The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on Cumulus'
7.75% senior notes to 'CC' from 'CCC'.  The recovery rating remains
'6', indicating S&P's expectation for negligible recovery (0%-10%)
of principal in the event of a payment default.

S&P also lowered its issue-level rating on the company's senior
secured credit facility to 'CCC' from 'B-'.  The '3' recovery
rating remains unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; upper half of the range) of principal
in the event of a payment default.

The downgrades follow Cumulus' announcement that it had been
pursuing a transaction that would exchange a portion of its 7.75%
senior notes due 2019 for debt and common stock in the company.  It
appears that the subpar debt exchange offer has not been agreed to,
but was disclosed nonetheless.  "The company's debt is trading at
significant discounts to par of 35%-65%, and we believe the
company's capital structure is unsustainable," said Standard &
Poor's credit analyst Jawad Hussain.  "We expect that the company
will consider a subpar exchange offer or redemption during the next
12 months."  If Cumulus completes the exchange transaction, S&P
would view it as distressed and tantamount to a default, based on
its criteria.  S&P could further lower its ratings on Cumulus in
the event that a subpar tender offer is announced.

The company offered to exchange a portion of its 7.75% notes due
2019 for common stock in the company and debt.  If the offer were
to successfully garner interest from 80% of the noteholders, the
transaction would reduce leverage by slightly more than 1x to about
9.2x from an extremely high 10.4x at the end of 2015. However, S&P
would still view the capital structure as unsustainable at these
levels.

"The negative rating outlook reflects the prospect that we could
further downgrade Cumulus over the next 12 months if the company
undertakes a subpar debt repurchase or exchange," said
Mr. Hussain.

S&P could lower its corporate credit rating on Cumulus if S&P views
a default as inevitable during the next six months, absent any
significant favorable changes in the company's circumstances. S&P
could lower the rating to 'CC' if the company announces a subpar
debt exchange.

S&P could raise the rating if the company's liquidity improves,
which would most likely occur if it raises additional equity or
executes additional deleveraging asset sales.  An upgrade would
also likely entail an improvement in the company's debt trading
levels that would preclude the possibility of subpar debt
repurchases or exchanges.


EARL GAUDIO: Can Employ Binswanger Midwest as Real Estate Broker
----------------------------------------------------------------
U.S. Bankruptcy Judge Mary P. Gorman has authorized Earl Gaudio &
Son, Inc., to employ 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.

The firm can be reached at:

         Gerald P. Norton
         Senior Vice PRsident
         Managing Director
         Midwest Region
         BINSWANGER MIDWEST OF ILLINOIS, INC.
         Tel: 952-831-1993
         Cell: 612-386-8433
         Fax: 952-835-5347
         E-mail: gnorton@binswanger.com

                 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.


EAST ORANGE: Exclusive Plan Filing Period Extended to May 8
-----------------------------------------------------------
U.S. Bankruptcy Judge Vincent F. Papalia has extended the time
within which East Orange General Hospital can file a Chapter 11
plan through and including May 8, 2016.  In addition, the Debtors'
exclusive period to solicit acceptances of such plan is extended
through and including July 7, 2016.

In seeking an extension, the Debtors explained that in order to
exit chapter 11 protection, the Debtors need to complete the sale
of their assets and the transfer of certain liabilities.  The
Debtors are diligently working towards that goal.  Moreover, the
Debtors have engaged in good faith negotiations with the Committee
and other parties in interest throughout the Sale process and will
continue to do so towards the formulation of a chapter 11 plan.
Accordingly, the Debtors have made good faith progress towards
exiting chapter 11.

                     About East Orange General

Located in East Orange, New Jersey, East Orange General Hospital is
211-bed hospital that claims to be the only independent, fully
accredited, acute-care hospital in Essex County and is a recognized
leader in behavioral health services, renal dialysis, wound care,
diagnostic services, emergency services, and family health care.

East Orange General Hospital, Inc. and parent Essex Valley
Healthcare, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D.
N.J. Case Nos. 15-31232 and 15-31233, respectively) on Nov. 10,
2015.  Martin A. Bieber, the interim president and chief executive
officer, signed the petitions.  The Debtors estimated both assets
and liabilities in the range of $100 million to $500 million.

The Debtors have engaged Lowenstein Sandler LLP as counsel,
PricewaterhouseCoopers LLP as financial advisor, McCarter &
English, LLP as special transactional counsel, and Prime Clerk LLC
as claims, noticing and balloting agent.

Judge Vincent F. Papalia has been assigned the case.

The Debtors employ approximately 860 individuals.

The Office of the U.S. Trustee appointed seven creditors to the
official committee of unsecured creditors.  The committee is
represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera &
Sodono, P.C.

Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23,
2015.  Ms. Katz is a member of the law firm of Saul Ewing, LLP,
which also serves as her counsel in the Ch. 11 case.


ELBIT IMAGING: Signs Amendment to Bank Hapoalim Loan Agreement
--------------------------------------------------------------
Elbit Imaging Ltd. announced it has signed on an amendment to the
Loan Agreement with Bank Hapoalim B.M., that will cancel and
replace the previous loan.

Under the Amendment, subject to the prepayment of EUR15 million to
the Bank by March 31, 2016, the following new terms will apply to
the loan:

  1. The repayment schedule of the loan will be as follows: EUR7
     million will be repaid on Nov. 30, 2016, and the balance will
     be repaid on Nov. 30, 2017, instead of one single payment in
     Feb. 20, 2017 in the existing Loan Agreement.
  2. The Company will not have prepayment obligation for
     notes' repurchase which will be executed by the Company
     during 2016 up to NIS 50 million.

  3. Any net cash flow that will be received by the Company from
     the refinancing of the Radisson Blu hotel in Bucharest
     Romania up to EUR97 million shall not have repayment
     obligations, and shall be used by the Company at its sole
     discretion.

                         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.


FINJAN HOLDINGS: USPTO Concludes Rulings on 11 Petitions
--------------------------------------------------------
Finjan Holdings, Inc., announced that on March 18, 2016, the Patent
Trial and Appeal Board for the United States Patent & Trademark
Office concluded its rulings on Symantec Corporation's attempts to
invalidate 8 of subsidiary, Finjan, Inc.'s patents through Inter
Partes Review, that Finjan accuses Symantec of infringing in the
U.S. District Court for the Northern District of California (Finjan
v. Symantec, 3-14-cv-02998-HSG).  Symantec attempted to invalidate
all 8 of the asserted Finjan's patents through 11 separate IPR
challenges.  The PTAB rejected 10 of the 11 challenges, or 30 of 31
grounds of invalidity sought by Symantec.

The most recent decisions took place on March 11, 2016, when the
PTAB denied institution of IPRs (IPR2015-01893 and IPR2015-01894)
on Finjan's US Patent Nos. 7,613,926 ("the '926 Patent"), and
6,154,844 ("the '844 Patent"), respectively, finding Symantec had
failed to establish a reasonable likelihood that it would prevail
at trial in showing either the '926 or the '844 Patents are
invalid.  With respect to IPR2015-01892 (US Patent No. 8,677,494 or
"the '494 Patent"), on March 18, the PTAB granted institution of
trial to hear evidence of whether certain '494 Patent claims are
invalid in light of prior art.  

"We applaud the PTAB's thoroughness in reviewing the onslaught of
IPRs brought by Symantec and are gratified with the results we have
thus far been able to achieve," commented Julie Mar-Spinola, Finjan
Holding's chief IP officer.  "We will vigorously defend the '494
Patent before the PTAB and establish that Finjan invented the
claimed subject matter first.  Further, we believe the PTAB’s
findings support the general strength, value, and relevance of
Finjan's patents and should simplify the issues for the District
Court trial."

Final summary of Symantec IPR challenges against Finjan Patents:

'154 Patent - IPR2015-01547:      4 Grounds; all denied
'182 Patent - IPR2015-01548:      2 Grounds; all denied
'289 Patent - IPR2015-01552:      2 Grounds; all denied
'299 Patent - IPR2015-01549:      2 Grounds; all denied
'494 Patent - IPR2015-01892:      4 Grounds; 3 denied, 1
                                             instituted
'494 Patent - IPR2015-01897:      4 Grounds; all denied
'844 Patent - IPR2015-01894:      3 Grounds; all denied
'926 Patent - IPR2015-01893:      2 Grounds; all denied
'926 Patent - IPR2015-01895:      2 Grounds; all denied
'996 Patent - IPR2015-01545:      4 Grounds; all denied
'996 Patent - IPR2015-01546:      2 Grounds; all denied

Finjan also has pending infringement lawsuits against FireEye,
Inc., Proofpoint Inc., Sophos, Inc., Palo Alto Networks, Inc., and
Blue Coat Systems, Inc. relating to, collectively, more than 20
patents in the Finjan portfolio.  The court dockets for the
foregoing cases are publicly available on the Public Access to
Court Electronic Records (PACER) website, www.pacer.gov, which is
operated by the Administrative Office of the U.S. Courts.

                           About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan reported a net loss of $10.47 million in 2014 following a
net loss of $6.07 million in 2013.

As of Sept. 30, 2015, the Company had $9.93 million in total
assets, $2.66 million in total liabilities and $7.27 million in
total stockholders' equity.


FREE GOSPEL: Seeks to Employ Burns Law Firm as Co-Counsel
---------------------------------------------------------
Free Gospel of the Apostles' Doctrine asks for approval to employ
John D. Burns and The Burns Law Firm, LLC, as co-counsel.

The professional services Burns Law Firm is to render include:

  (a) Providing the Debtor with legal advice concerning their
powers and duties as Debtor-in-possession;

  (b) Preparation of, as necessary, applications, answers, orders,
reports and other legal papers, to be filed by the Debtor;

  (c) Filing and prosecution of adversary proceedings against
necessary and duties as Debtor-in-possession;

  (d) Preparation of any disclosure statement or plan of
reorganization; and

  (e) Performance of Chapter 11 services for the Debtor and the
estate which may be necessary herein, with the exception of monthly
operating reports for which the Debtor will either employ an
accountant on separate Court Order, or prepare and file same on
their own initiative.

The Firm will NOT provide services which unduly overlap and
duplicate the work which Mr. Morris and his law firm are providing,
including general counseling and particularized representation to
the Debtor in the nature of their church ministry services required
and duties otherwise necessary to the representation of the Debtor
outside the context of the Chapter 11 strictures for which Burns
and his Firm are being retained to perform.  Burns and his Firm
will represent the Debtor in connection with Debtor's rights in the
companion affiliate case of FG Development for Chapter 11 work
only; however, Burns and his Firm are not retained nor will they
represent FG Development in which case Mr. Morris only is retained
as counsel.

The Burns Law Firm, LLC, has agreed to an initial retainer of
$7,500.  For bankruptcy services in the case, and a monthly
installment retainer of $1,500 per month is anticipated.  The
Debtor also paid an initial consultation and multi-hour assessment
and case recommendations fee of $1,000.

The firm can be reached at:

         John D. Burns, Esq.
         THE BURNS LAWFIRM, LLC
         6303 Ivy Lane; Suite 102
         Greenbelt, Maryland 20770
         Tel: (301) 441-8780
         E-mail: info@burnsbankruptcyfirm.com

John D. Burns, Esq., 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.

          About The Free Gospel of the Apostles' Doctrine

The Free Gospel of the Apostles' Doctrine, a non-profit, was
founded Feb. 9, 1996 as a Pentecostal denominational church.

Free Gospel is closely connected with F.G. Development Corporation.
F.G. Development guaranteed a loan to SMS Financial XXVI, LLC
("SMS") that was made to and for the benefit of Free Gospel.  After
Free Gospel defaulted on the loan, SMS looked to F.G. Development
for payment.

To stop SMS's collection efforts, The Free Gospel of the Apostles'
Doctrine filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 15-18209) on June 9, 2015.  The petition was signed by
Antoinette Green-Snow as executive administrator.  The Debtor
estimated assets of $10 million to $50 million and debts of $1
million to $10 million.  Frank Morris, II, Esq., at Law Office of
Frank Morris II, serves as the Debtor's counsel.

On June 9, 2015, F.G. Development also filed bankruptcy (Case No.
15-18210), estimating $1 million to $10 million in assets.  F.G. is
also represented by the Law Office of Frank Morris II.

Free Gospel and F.G. did not seek joint administration of their
Chapter 11 cases.


FRESH PRODUCE: Plan Administrator Winding Down Estate
-----------------------------------------------------
The Plan Administrator for Fresh Produce Holdings, LLC, reported
that during the fourth quarter of 2015, it made total disbursements
of $44,582, to pay these professionals:

                                       Amount
                                       ------
   * Hein & Associates LLP           $25,000
   * Ronald J. Friendman, Esq.        $5,000
   * Blank Rome LLP                  $14,582

The effective date of the Debtors' Joint Liquidating Plan occurred
on Nov. 30, 2015.  Final fee applications were due Jan. 14, 2016,
and administrative expense claims were due Dec. 28, 2015.

The Court on Nov. 13, 2015, entered an order confirming the Plan.

On May 15, 2015, the Debtors sold substantially all of their assets
to Blue Stripe LLC for a purchase price of $7,093,000.  The
$3,833,234 debt to secured creditors Wells Fargo has been paid from
the sale proceeds.

The Debtors on July 31, 2015, filed their proposed Joint
Liquidating Chapter 11 Plan.  Pursuant to the Plan, Ronald J.
Friedman at Silverman Acampora, LLP was appointed the Plan
Administrator.  Subject to oversight of a Post Effective Date
Committee, the Plan Administrator will review, analyze, reconcile
and object to claims and to make distributions to creditors.

With secured creditors already paid from the sale proceeds,
unsecured creditors are estimated to have a 15% to 25% recovery
under the Plan.

In December 2015, after the effective date of the Plan already
occurred, the Internal Revenue Service filed a motion to convert or
dismiss the Debtors' cases based on the Debtors' failure to file
tax returns for 2013 and 2014 to date.

The Plan Administrator submitted an objection.

"In so doing, the IRS fails to take notice, or even mention, the
current procedural posture of the cases.  As the Court is aware,
the Plan has been approved by this Court, the Effective Date
has occurred, and control over the administration of the Debtors'
assets and the wind-down of the estates has been vested in the Plan
Administrator," the Plan Administrator pointed out.

The Plan Administrator said he will be reconciling all claims
against the estates (including any claims asserted by IRS), and in
conjunction with the Debtors' retained accountants, complete the
necessary tax and regulatory filings needed to complete the
wind-down and dissolution of the Debtors' estates.  The Plan
Administrator intends to complete all of these tasks with all
deliberate speed.

Under these circumstances, the Plan Administrator avers that there
is simply no basis for dismissal or conversion of these cases as
the IRS suggests.

Ronald J. Friedman, Esq., the Plan Administrator, can be reached
at:

         Ronald J. Friedman, Esq.
         SilvermanAcampora LLP
         100 Jericho Quadrangle, Suite 300
         Jericho, NY 11753

Counsel to the Plan Administrator:

         Jay R. Indyke
         Jeffrey L. Cohen
         Michael Klein
         COOLEY LLP
         1114 Avenue of the Americas
         New York, New York 10036
         Telephone: 212.479.6000
         Facsimile: 212.479.6275

               About Fresh Produce Holdings

Headquartered in Boulder, Colorado Fresh Produce --
http://www.freshproduceclothes.com/-- designed, developed and   
marketed women's apparel and accessories.  Its products were
available in 26 company-owned boutiques located across the United
States, as well as 400 independent retail locations.

Fresh Produce Holdings, LLC, and five separate entities filed
Chapter 11 petitions (Bankr. D. Col. Lead Case No. 15-13485) in
Denver, on April 4, 2015.  Fresh Produce disclosed $15,657,041 in
assets and $13,320,303 in liabilities as of the Chapter 11 filing.

Subsidiaries earlier commenced bankruptcy cases on April 2, 2015:
FP Brogan-Sanibel Island, LLC (Case No. 15-13420), Fresh Produce
Coconut Point, LLC (Case No. 15-13421), Fresh Produce of
St. Armands, LLC (Case No. 15-13417), Fresh Produce Retail, LLC
(15-13415), and Fresh Produce Sportswear, LLC (15-13416).

The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt
Farber Schreck, in Denver, as counsel.

Following an auction on May 9, 2015, Blue Stripe LLC emerged as
the
winning bidder for most of the Debtors' assets, with its
$7,093,000
offer, beating stalking horse bidder Yellen Partners, which made
an
opening bid of $5,600,000.  The Court approved the sale on May 12,
and the sale closed May 15.

Bonnie Glantz Fatell was appointed as privacy ombudsman to review
the sale of customer data to Blue Stripe.  In her report, the
ombudsman recommended approval of the sale of customer data.  The
Court approved the sale of customer data to Blue Stripe on May 22,
2015.

With respect to the store leases, on May 15, 2015, the Debtors
filed motions to assume and assign 16 store leases to Blue Stripe
and a motion to approve store closing sales at the remaining store
locations.

The Court set a July 27, 2015 bar date for filing proofs of claim.

Under the Joint Liquidating Chapter 11 Plan of Reorganization
dated
July 31, 2015, holders of priority non-tax claims (Class 1) and
holders of secured claims (Class 2) are unimpaired, and thus will
have a 100% recovery.  Holders of general unsecured claims (Class
3) will receive its pro rata share of cash held by the estates
after payment of administrative claims and secured claims.
Unsecured creditors are estimated to have a 15 percent to 25
percent recovery.  All equity interests (Class 4) will be
canceled, and holders of these interests will not receive anything
under the plan.

The Official Committee of Unsecured Creditors tapped Cooley LLP as
counsel.


FRONTIER STAR: Trustee Taps Navigant as Financial Consultant
------------------------------------------------------------
P. Gregg Curry, Chapter 11 trustee for Frontier Star, LLC, et al.,
asks the U.S. Bankruptcy Court for the District of Arizona for
permission to employ Navigant Consulting, Inc., as his financial
consultant.

Navigant will provide general financial services regarding
financial documents, business records and other matters relating to
the Chapter 11 cases.  Specifically, Navigant will, among other
things:

   1. evaluate and analyze all aspects of the financial condition
of the Debtors including statement and schedules, cash collateral
budgets, cash flow projections, monthly operating reports ad
feasibility analyses;

   2. evaluate and analyze all chapter 11 plans and disclosure
statements that are at issue on the cases; and

   3.provide financial advice and consulting services in connection
with the debtor-in-possession financing arrangements.

Navigant's requested compensation for professional services
rendered to the Ch. 11 Trustee will be based on the hours actually
expended by each assigned professional at that professional's
hourly billing rate, as well as reimbursement for reasonable and
necessary expenses that Navigant customarily bills to its clients.
The Trustee has agreed to compensate Navigant for professional
services at its normal and customary hourly rates.  As is the case
with respect to rates charged in non-bankruptcy matters of this
type, Navigant's rates are subject to periodic adjustment to
reflect economic and other conditions.

To the best of the trustee's knowledge, Navigant is a
"disinterested person" as that term is defined in Section101(14) of
the Bankruptcy Code.

                       About Frontier Star

Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC
are large Carl's Jr. and Hardee's franchisees operated by three
grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger
chain, now owned by parent company CKE Restaurants, Inc.

The grandchildren include the LeVecke siblings Carl, Margaret and
Jason, who is listed as chief executive officer/manager of both
companies.  The LeVecke siblings had more than 130 Carl's Jr. and
Hardee's franchises in seven states and Puerto Vallarta, Mexico, as
of late 2013.

Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11
bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on
July 27, 2015.  The petitions were signed by Jason LeVecke as
CEO/manager.  The Cavanagh Law Firm serves as counsel to the
Debtors.

On Nov. 19, 2015, P. Gregg Curry was appointed as the Debtors'
Chapter 11 trustee.

Frontier Star disclosed $71.9 million in assets and $27.3 million
in debt in its schedules.


GENON ENERGY: Moody's Lowers CFR to Caa2, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded GenOn Energy, Inc.'s corporate
family rating (CFR) and probability of default (PD) rating to Caa2,
from B3, and Caa2-PD from B3-PD, respectively. GenOn's Speculative
Liquidity Rating (SGL) has also been revised to SGL-4 from SGL-3.
At the same time, Moody's downgraded the senior secured ratings of
its GenOn Mid-Atlantic, LLC (GenMA) subsidiary to B2, from Ba3,
downgraded GenOn Americas Generation, LLC's unsecured rating from
Caa1 to Caa2 and affirmed its GenOn REMA, LLC (REMA) subsidiary's
senior secured rating at B2.  The outlook remains negative.  The
rating downgrades and affirmation follow our assessment of the US
merchant power sector in the wake of a sustained period of low
commodity prices, including natural gas and electricity.

Downgrades:

Issuer: GenOn Americas Generation, LLC
  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from

   Caa1

Issuer: GenOn Energy, Inc.
  Probability of Default Rating, Downgraded to Caa2-PD from B3-PD
  Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
   SGL-3
  Corporate Family Rating, Downgraded to Caa2 from B3
  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from

   B3


Issuer: GenOn Mid-Atlantic, LLC
  Senior Secured Pass-Through, Downgraded to B2 from Ba3

Outlook Actions:

Issuer: GenOn Americas Generation, LLC
  Outlook, Remains Negative

Issuer: GenOn Energy, Inc.
  Outlook, Remains Negative

Issuer: GenOn Mid-Atlantic, LLC
  Outlook, Remains Negative

Issuer: GenOn REMA, LLC
  Outlook, Remains Negative

Affirmations:

Issuer: GenOn REMA, LLC
  Senior Secured Pass-Through, Affirmed B2

                         RATINGS RATIONALE

"GenOn has an untenable capital structure and is facing an extended
period of cash flow deficit, which is calling into question the
sustainability of its business model", said Toby Shea, Vice
President -- Senior Credit Officer.  "GenOn's two ring-fenced
entities -- Mid-Atlantic and GenOn REMA -- are not distressed but
had a large fall in cash flow for 2015.  We, however, only
downgraded GenOn Mid-Atlantic because GenOn REMA's has a relatively
low amount debt to asset value."

GenOn's Caa2 CFR largely reflects its high debt burden relative to
cash flow.  The default risk at the parent company is exacerbated
by dividend restrictions at its two ring-fenced subsidiaries: GenMA
and REMA.  The ring-fenced entities currently generate about 70% of
consolidated cash flow but only hold around 25% of the debt whereas
the rest of the company generates about 30% of the consolidated
cash flow but account for 75% of the consolidated debt.  More
specifically, we estimate that GenOn averaged about $438 million of
open EBITDAR annually over the past five years (2011-2015) and had
a total adjusted debt and lease obligation of $4 billion at the end
of 2015.  GenMA and REMA, combined, contributed about $304 million
of open EBITDAR with $1 billion of debt and lease obligations.

GenOn's downgrade reflects our concern regarding the company's
ability to meet its upcoming bond maturity in 2017 under the
current difficult industry and capital market environment.  Moody's
recognizes that GenOn has made progress in selling assets and
reducing debt through buybacks, but there is a clear potential for
default or distressed exchange to keep the company out of
bankruptcy.  Though GenMA and REMA are not distressed entities on
their own, Moody's has downgraded them to reflect the large drop in
cash flows registered for both entities in 2015, and the small
potential that should GenOn files for bankruptcy, it could also
pull GenMA and REMA into bankruptcy.

Natural gas prices in the United States are at historic lows; after
declining sharply to the $3/MMBtu range at Henry Hub near the end
of 2014, the downward slide continued with current pricing under
$2/MMBtu in most markets.  Forward curves remain upward sloping,
with prices returning above $2/MMBtu in 2016; however, most
indications remain below $3/MMBtu for the foreseeable future.
Moody's is currently assuming average pricing of $2.25/MMBtu in
2016 and $2.50 MMBtu in 2017.  While low natural gas prices do not
necessarily translate directly into lower power prices,
particularly in the PJM Interconnection (PJM, Aa3 stable) where
there are delivery constraints and a meaningful amount of power is
still produced by coal-fired generating plants, they do tend to
move together.

Moody's ratings also factor in NRG's approach in managing GenOn as
a non-recourse subsidiary.  Moody's don't believe that NRG will
develop new projects at GenOn and will only inject capital if the
return justifies the incremental investment.  Based on current
forecasts, GenOn without its ring-fenced subsidiaries is expected
to produce operating cash flow of about negative $33 million a year
and maintenance capital expenditure of $45 million per year. There
is also significant environmental capital expenditures in 2016.  On
the other hand, GenMA and REMA are projected to generate $90
million and $35 million a year of operating cash flow with
maintenance and environmental capital expenditure of $47 million
and $20 million a year, respectively.  REMA, however, also has a
sizeable growth capital expenditure associated with the gas
conversion of the Shawville coal plant in Pennsylvania.

                        Liquidity Profile

GenOn is actively selling assets and reducing debt but it is not
clear that these efforts will be adequate to avoid a default or a
distressed exchange in the next 12 to 18 months.  At yearend 2015,
the company had $174 million of unrestricted cash on hand and $222
million of availability under its revolving credit facility.  Asset
sales proceeds should add another $138 million in the first quarter
of 2016.  However, its cash flow drain is also daunting -- a
negative $104 million a year of cash flow from internal operations
in 2015 - and a $714 million debt maturity in 2017 followed by
another $708 million in 2018.

                          Rating Outlook

GenOn's negative outlook reflects the potential for default or
distressed exchange as its 2017 debt maturity comes due.

What can change the rating up

Moody's could stabilize the outlook should the company manage to
refinance its 2017 and 2018 debt maturities without going through a
distressed debt exchange.  An upgrade would require a material
improvement in the industry fundamentals, which we do not foresee
at this point.

What can change the rating down

Moody's may downgrade GenOn further if we believe that a default or
a distressed exchange has become more imminent.

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


GRAHAM GULF: Can Pay $2 Million to Critical Vendors
---------------------------------------------------
Chief U.S. Bankruptcy Judge Henry A. Callaway has authorized Graham
Gulf, Inc., to pay its prepetition obligations to certain vendors,
suppliers, service providers in an amount not to exceed $2,000,000
on a final basis.

The Debtor will condition payments to Critical Vendors on each
Critical Vendor's agreement to (i) accept that payment in
satisfaction of all or a part of its Claim; (ii) continue to
provide supplies or services to the Debtor during the Chapter 11
case consistent with those practices and programs; and (iii) waive
lien rights it may hold in respect of prepetition obligations
against a Debtor-owned vessel or property of the Debtor's
customers.

To operate its vessels, the Debtor purchases equipment, materials,
supplies, goods, and other "necessaries" from a variety of vendors.
These Critical Vendors furnish the Debtor with products
fundamental to its operations without which the Debtor would be
unable to operate its vessels, service its customers, or complete
its projects.  According to the Debtor, without these goods and
services its business would suffer severe disruption, jeopardizing
its ability to continue operating.

                       About Graham Gulf

Founded in 1996, Graham Gulf, Inc. operates 11 fast supply vessels
designed specifically for providing a more efficient and
cost-effective support for field production operations and remote
drilling location services.

Graham Gulf filed Chapter 11 bankruptcy petition (Bankr. S.D. Ala.
Case No. 15-03065) on Sept. 18, 2015.  The petition was signed by
Janson Graham, the president and owner.  The Debtor estimated
assets and liabilities in the range of $10 million to $50 million.

Helmsing, Leach, Herlong, Newman & Rouse PC serves as the Debtor's
counsel.

Six creditors were appointed to Graham Gulf's official committee of
unsecured creditors.  The creditors are Superior Shipyard &
Fabrication Inc., Thrustmaster of Texas Inc., American Supply LLC,
Safety Controls Inc., Force Power Systems LLC and United Power
Systems LLC.


HHH CHOICES: HHHW Opposes UST Motion for Chapter 11 Trustee
-----------------------------------------------------------
Hebrew Hospital Home of Westchester, Inc., on March 16, 2016, filed
documents asking the United States Bankruptcy Court Southern
District Of New York to deny a motion by the U.S. Trustee for the
appointment of a Chapter 11 trustee in HHHW's Chapter 11 case.

On Feb. 16, William K. Harrington, the United States Trustee for
Region 2, filed a motion seeking approval a Chapter 11 trustee for
HHHW for these reasons:

   (a) HHHW has at least two important pending motions which
involve transfers of HHHW funds to a sister company (the DIP
Motion) or to a third party (the Payment Motion).  These motions
seek payments that can deplete the HHHW estate, and there is no
fiduciary protecting HHHW's creditors. HHHW creditors have
complained about this.   A creditors' committee in the HHHW case
does not solve this problem of conflicted management. As it stands,
the same parties are on both sides of the transaction in connection
with the DIP Motion.

   (b) HHHW management seems disengaged from major decisions
involving HHHW, as demonstrated by the testimony at the creditors'
meeting and by management's delegation of duties to the financial
advisor.

   (c) HHHW has filed Schedules showing a major debt as undisputed,
the debt owed to 1199 SEIU Funds in the amount of $23,516,694.  It
is unknown if that debt is undisputed, but a third party fiduciary
should review this matter. If this debt is reduced or eliminated,
this estate may actually be solvent.

   (d) Among the assets is a receivable styled as a "Loan from sale
proceeds to affiliate, Hebrew Hospital Senior Housing, Inc. –
Restructuring Support and Loan Agreement dated October 20, 2015" in
the amount of $3,532,171.  Again, management approved this transfer
from HHHW to shore up the finances of another debtor. A third party
should review the process by which this transfer was made, from the
perspective of maximizing the value of the HHHW estate.

HHHW is asking the Court to deny the U.S. Trustee's motion.

"Same as HHSH, the appointment of a trustee is not in the best
interests of the creditors, HHHW's estate or any other interested
party.  There is neither legal nor factual support for any of the
UST's arguments in the Trustee Motion; rather, the UST is
attempting to forego the principal philosophy of chapter 11 that a
debtor have the opportunity manage its affairs while submitting to
the oversights built into the Bankruptcy Code.  It is very common
for affiliated debtors to share management, without giving rise to
any conflicts of interest.  HHHW is not using its estate for any
improper purpose; rather, the entire chapter 11 process and
statutory procedures ensure proper oversight and control of HHHW's
estate.  Except for ordinary course matters, all other transactions
require applications to the Court, which are highly visible and
provide an opportunity for full transparency. The appointment of a
trustee would only add an administrative overlay and delay
resolution of the HHHW estate.  Most importantly, the UST's
decision to finally appoint a Creditors' Committee provides the
needed fiduciary to protect and oversee the HHHW estate; thus,
rendering the UST's Trustee Motion moot," HHHW said in its
objection to the U.S. Trustee's motion.

According to HHHHW, there are many outstanding issues require
continuity at HHHW, particularly in management and personnel, some
of which include, but are not limited to, the following:

   (a) Ongoing negotiations and reconciliations of the Medical
Billing Collections Service Agreement with LTC Consulting Services,
a member of the HHHW Creditors' Committee;

   (b) Complex post-closing adjustments and reconciliations of the
Asset Purchase Agreement with HHH Acquisition, and corresponding
Interim Consultative & Management services Agreement with Premier
Home Health Care Serv.;

   (c) Potential disputes involving the HHHW sale to HHH
Acquisition by 1199SEIU Benefit and Pension Funds, another member
of the HHHW Creditors' Committee; and

   (d) Perhaps most importantly, successful completion of the
proposed joint venture with Bethel Nursing Home Company, Inc. and
Westchester Health Care Properties I, LLC, an asset of the HHHW
estate with a value of approximately $2,500,000.

                            *     *    *

The Court has denied a separate motion filed by the U.S. Trustee
for the appointment of a trustee in the Chapter 11 case of HHSH.

                         About HHH Entities

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, HHH Choices filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.  HHH Choices was engaged
in operating a managed long-term care program ("MLTCP").  HHH
Choices, which essentially was a health insurance maintenance plan,
sold its business in 2015.

On Dec. 9, 2015, Hebrew Hospital Senior Housing, Inc., commenced a
Chapter 11 case (Bankr. S.D.N.Y. Case No. 15-13264).  HHSH is
engaged in the sponsorship and operation of a 120-unit continuing
care retirement community ("CCRC") with ancillary components
consisting of; a 20 bed skilled nursing facility ("SNF"), which
includes an adult day healthcare program ("ADHCP"), and a 10-bed
enriched housing unit. These programs are commonly known as,
Westchester Meadows and Fieldstone.

On Jan. 8, 2016, Hebrew Hospital Home of Westchester, Inc.
commenced a Chapter 11 Case (Case No. 16-10028).  HHHW's
predecessor, Hebrew Hospital Home, Inc. owned and operated a
480-bed skilled nursing facility located in the Bronx.  In 1998,
HHHW opened a new 160-bed facility situated at 61 Grasslands Road,
Valhalla, New York.  HHHW sold the Bronx SNF in 2007 and the
Westchester SNF in mid-2015.  HHHW no longer has any active
business operations.  However, it still has responsibilities to
wind-up its affairs, including finishing any remaining billing and
processing, filing reports with regulatory agencies and closing its
books and records.  The true-up process and final reconciliation
with the purchasers of the Westchester SNF is incomplete.

The Debtors sought and obtained an order directing joint
administration of their cases under Case No. 15-11158.

Judge Michael E. Wiles oversees the cases.

Mary Frances Barrett is president of all of the Debtors.

The Debtors tapped Harter Secrest & Emery LLP as counsel and
Getzler Henrich & Associates LLC as financial advisor.


HHH CHOICES: UST's Bid for Trustee in HHSH Case Denied
------------------------------------------------------
Judge Michael E. Wiles in early March entered an order denying a
motion by the United States Trustee for the appointment of a
Chapter 11 trustee, or, in the alternative, the dismissal of the
Chapter 11 proceeding of Hebrew Hospital Senior Housing, Inc.

Following a hearing on Feb. 25, 2016, Judge Wiles denied the
Chapter 11 Trustee Motion without prejudice.

William K. Harrington, the United States Trustee for Region 2,
filed a motion seeking the appointment of a Chapter 11 trustee in
the Chapter 11 case of HHSH.  The U.S. Trustee accused the Debtor
of failing to explain its prepetition use of entrance fees and
obtaining financial support from other HHH entities.

HHSH, which operates as 120-unit continuing care retirement
community ("CCRC") known as, Westchester Meadows, explains that the
CCRC model and statutory scheme contemplates usage of entrance fees
to support working capital and debt repayment.  The Debtor added
that obtaining loans and financial support from other HHH entities
was neither nefarious nor improper.  To the contrary, according to
the Debtor, this was consonant with the collective mission of the
HHH entities.  Significantly, it enables the Debtor to maintain its
committed level of services and care to its residents.

Alan S. Pearce, the chairman of the board of HHSH, said that the
appointment of a Chapter 11 trustee will only delay the sale
process.

According to Mr. Pearce, the Debtor received a letter of intent on
Feb. 22, 2016.  The proposed sale price is targeted at $14 million
and provides for the assumption of the entrance fee refund
obligations.  The prospective purchaser is an established owner and
operator of a skilled nursing home in New York State.  The Debtor's
investment banker anticipates receiving a second letter of intent.

"The appointment of a trustee is not in the best interests of the
creditors or HHSH's estate.  The U.S. Trustee argues that greater
oversight is needed in order to protect the estate from the
allegedly proven inadequacies of HHSH, its Board of Directors, and
its retained professionals.  This is grossly self-serving and
unsupported contention.  The Chapter 11 process through its
statutory procedures ensures the necessary oversight.  Except for
odrinary course matters, all other transactions require
applications to the Court, which are highly visible and provide an
opportunity for a fully vetted process. This is particularly true
with such matters as significant as postpetition financing and/or
sale of assets," the Debtor said in its objection to the U.S.
trustee's motion.

The Official Committee of Unsecured Creditors in HHSH's case asked
the Court to continue the hearing on the U.S. Trustee's motion.
The Committee believes, after careful consideration, that the sale
process has reached a critical point and that the appointment of a
Chapter 11 trustee at this juncture may interfere and slow down the
sale process.

In response to the Debtor's objection, the U.S. Trustee said that
HHSH cannot demonstrate that a trustee would impede the sales
process. In fact, a trustee can provide certainty to all the
parties that a responsible, disinterested person will safeguard the
interests of the Debtor and its residents.

                         About HHH Entities

Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

With the consent from the board of directors, HHH Choices filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015.  HHH Choices was engaged
in operating a managed long-term care program ("MLTCP").  HHH
Choices, which essentially was a health insurance maintenance plan,
sold its business in 2015.

On Dec. 9, 2015, Hebrew Hospital Senior Housing, Inc., commenced a
Chapter 11 case (Bankr. S.D.N.Y. Case No. 15-13264).  HHSH is
engaged in the sponsorship and operation of a 120-unit continuing
care retirement community ("CCRC") with ancillary components
consisting of; a 20 bed skilled nursing facility ("SNF"), which
includes an adult day healthcare program ("ADHCP"), and a 10-bed
enriched housing unit. These programs are commonly known as,
Westchester Meadows and Fieldstone.

On Jan. 8, 2016, Hebrew Hospital Home of Westchester, Inc.
commenced a Chapter 11 Case (Case No. 16-10028).  HHHW's
predecessor, Hebrew Hospital Home, Inc. owned and operated a
480-bed skilled nursing facility located in the Bronx.  In 1998,
HHHW opened a new 160-bed facility situated at 61 Grasslands Road,
Valhalla, New York.  HHHW sold the Bronx SNF in 2007 and the
Westchester SNF in mid-2015.  HHHW no longer has any active
business operations.  However, it still has responsibilities to
wind-up its affairs, including finishing any remaining billing and
processing, filing reports with regulatory agencies and closing its
books and records.  The true-up process and final reconciliation
with the purchasers of the Westchester SNF is incomplete.

The Debtors sought and obtained an order directing joint
administration of their cases under Case No. 15-11158.

Judge Michael E. Wiles oversees the cases.

Mary Frances Barrett is president of all of the Debtors.

The Debtors tapped Harter Secrest & Emery LLP as counsel and
Getzler Henrich & Associates LLC as financial advisor.


IHS INC: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Englewood, Colo.-based IHS Inc.  The
outlook is stable.

At the same time, S&P placed its 'BB+' rating on the company's
senior unsecured instruments on CreditWatch with negative
implications.  S&P's '3' recovery rating remains unchanged.  S&P
will resolve the CreditWatch listing when more information about
the company's capital structure, including the structure of the
legal entities and guarantors, becomes available.

The stable outlook reflects S&P's view that IHS's good market
positions and recurring revenue base are likely to result in
consistent operating performance over the next 12 months.


ILLINOIS POWER: Moody's Lowers CFR to Caa3, Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded the corporate family and
senior unsecured ratings of Illinois Power Generating Company
(Genco) to Caa3 from B3.  The speculative grade liquidity rating
was also lowered to SGL-4 from SGL-2.  The loss given default was
adjusted to LGD-4 (51.07%) from LGD-4 (50%).  The outlook was
changed from stable to negative.  The rating downgrade follows our
assessment of the US merchant power sector in the wake of a
sustained period of low commodity prices, including natural gas and
electricity.

Downgrades:

  Probability of Default Rating, Downgraded to Caa3-PD from B3-PD
  Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-2
  Corporate Family Rating, Downgraded to Caa3 from B3
  Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3
   (LGD4) from B3 (LGD4)

Outlook Actions:
  Outlook, Changed To Negative From Stable

                         RATINGS RATIONALE

"The downgrade reflects the continued negative free cash flow
position and depleted liquidity reserves at Genco", said Swami
Venkataraman, Vice President -- Senior Credit Officer.  "Genco will
not be able to refinance its $300 million debt maturity in 2018 and
may even look to a distressed exchange given the level at which the
bonds currently trade".

The downgrade reflects Genco's ongoing negative free cash flow
profile and a sharp depletion in its liquidity following the
termination of Ameren Corp.'s (Ameren Baa1 stable) obligation to
provide up to $125 million in letters of credit to support Genco's
liquidity needs.  As a result, Genco has had to cash collateralize
its LC's, resulting in a decline in its cash balance from $174
million as of Dec. 31, 2014 to $65 million as of Dec. 31, 2015.
Although MISO shows declining reserve margins due to MATS driven
retirements, the regulated nature of many states in MISO and the
short-term (one-year) price signal for capacity continues to result
in low capacity prices.

Genco will benefit from lower coal and transportation costs
starting in 2017 and 2018 owing to renegotiated contracts.  At the
same time, Genco's growing retail power business may add some
additional margin.  Nevertheless, Moody's expects Genco to have
negative free cash flow under current market conditions, which
Moody's estimates to be around $10-20 million annually.  As a
result, Moody's believes that Genco will be unable to refinance its
$300 million maturity in 2018 -and will continue to deplete its
cash reserves.  With Genco's bonds trading substantially below par,
Moody's believes there is also a material risk of Genco pursuing a
distressed exchange offer.

Genco is a ring-fenced wholly-owned subsidiary of Illinois Power
Holdings (IPH unrated), itself a ring-fenced, 100% subsidiary of
Dynegy Inc (B2 stable).  Genco owns 2,947 MW of coal-fired
generating capacity in Illinois, which is a part of the Midwest
Independent System Operator (MISO).  IPH has three main segments:
Genco, Illinois Power Resources Generating (IPRG unrated) and
Illinois Power Marketing (IPM unrated).  IPRG owns another 1310 MW
of capcity.  As a non-recourse subsidiary, there is no support from
Dynegy and Genco is rated on its standalone merits.  Cash generated
from IPH's businesses is expected to remain within the IPH family.
The $825 million of rated debt at Genco does not enjoy a security
pledge of the IPRH assets.  However, interest payments at Genco
have a beneficial claim on cash flows from IPM generated from
assets at IPRH, after payment of operating expenses.

Liquidity Profile

Genco's speculative grade liquidity rating is SGL-4.  On Dec. 31,
2015, Genco had $61 million in cash and cash equivalents on hand,
down from $124 million as of Dec 31, 2014.  IPRH and IPM held very
little cash as of Dec. 31, 2015, compared to about $50 million on
Dec. 31, 2014.  Given negative free cash flow of about $10-20
million per year, Genco's liquidity position is precarious.
Further, any collateral postings must be managed by Genco from its
own liquidity and support from former parent Ameren ended on
Dec. 2, 2015.  With its 2018 maturity nearing, Genco is unlikely to
be able to refinance this maturity and clearly does not have the
liquidity to pay off this maturity.

Rating Outlook

Genco's outlook is negative, reflecting its depleted liquidity
position and nearing debt maturity.

What Could Change the Rating - Up

Genco's rating is unlikely to be upgraded in the near-term given
the continued challenging market conditions, negative free cash
flow and the upcoming debt maturity.  It would take a sustained
increase in energy prices and/or MISO capacity prices and a
successful refinancing of the 2018 maturity to consider an upgrade
and Genco's CFO pre-WC to debt would have to achieve a range 3%-5%
on a sustainable basis.

What Could Change the Rating - Down

Further depletion of Genco's liquidity or a move towards a
distressed exchange could lead to a further downgrade.

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


INVENTIV HEALTH: Holds Conference Call to Discuss Results
---------------------------------------------------------
inVentiv Health, Inc., discussed its financial results for the
fourth quarter of 2015 during a conference call on March 24, 2016.
During this conference call, the Company used a presentation, a
copy of which is available for free at http://is.gd/s23XSB

                       About inVentiv Health

inVentiv Health, Inc., is privately owned by inVentiv Group
Holdings, Inc., an organization sponsored by affiliates of Thomas
H. Lee Partners, L.P., Liberty Lane Partners and members of the
inVentiv Health management team.

inVentiv Health is a top-tier professional services organization
that accelerates the clinical and commercial success of
biopharmaceutical companies worldwide.  The Company's combined
Clinical Research Organization and Contract Commercial Organization
helps clients improve their performance to deliver much-needed
therapies to market.  With 13,000 employees providing services to
clients in 70 countries, inVentiv Health designs best practices,
processes and systems to enable clients to successfully navigate an
increasingly complex environment.
- See more at:
http://www.inventivhealth.com/our-company/investors#sthash.Oi040G6G.dpuf


As of Sept. 30, 2015, the Company had $2.20 billion in total
assets, $2.90 billion in total liabilities and a total
stockholders' deficit of $699 million.

                           *    *    *

As reported by the TCR on May 22, 2015, Moody's Investors Service
affirmed the Caa1 Corporate Family Rating and Caa1-PD Probability
of Default Rating of inVentiv Health, Inc. as well as all of the
instrument ratings.  The Caa1 rating reflects inVentiv's very high
leverage, history of negative free cash flow and significant
interest burden which will make a default event likely if the
company does not significantly improve its EBITDA performance well
ahead of 2018, when all of the company's debt matures.

The TCR reported on Dec. 12, 2012, that Standard & Poor's Ratings
Services affirmed its 'B-' corporate credit rating on Burlington,
Mass.-based contract research organization (CRO) inVentiv Health
Inc.


LB STEEL: Time to Reject Leases Extended to April 18
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended to April 18, 2016, LB Steel, LLC's deadline to assume or
reject leases of nonresidential real property.

                         About LB Steel

LB Steel, LLC, provider of outsourced machining, fabrication,
burning, and assembly services, sought Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015.
Michael Goich signed the petition as president.  The Debtor
estimated assets in the range of $10 million to $50 million and
debts of more than $50 million.  The Debtor has engaged Perkins
Coie LLP as counsel.  Judge Janet S. Baer is assigned to the case.



LEHMAN BROTHERS: NY Appeals Court Tosses Suit Over Archstone Sale
-----------------------------------------------------------------
Weil, Gotshal & Manges LLP said that on March 22, 2016, it won a
significant appellate victory for Lehman Brothers Holdings Inc. in
a suit brought by a minority investor objecting to the $16 billion
sale by Lehman of apartment owner Archstone Enterprise LP to Equity
Residential and AvalonBay Communities in 2012. In its Decision and
Order, the New York Supreme Court, Appellate Division, First
Department reversed the trial court's denial of defendants' motion
to dismiss in its entirety, and directed the Clerk of the Court to
enter judgment dismissing the complaint.

Plaintiff filed its complaint in January 2013, shortly after Lehman
announced the sale of Archstone, claiming that the sale process and
price were "grossly unfair" to plaintiff, which had invested in an
Archstone limited partnership in October 2007, right before the
beginning of the financial crisis. Plaintiff asserted a number of
causes of action, including breach of the limited partnership
agreement, breach of the implied covenant of good faith and fair
dealing, breach of fiduciary duty, aiding and abetting breach of
fiduciary duty, fraud and conversion.

In October 2014, the trial court issued an order granting in part
and denying in part defendants' motion to dismiss, permitting
plaintiff to commence discovery on the surviving claims, including
a portion of plaintiff's claim for breach of fiduciary duty by the
general partner of the limited partnership in which plaintiff
invested. Under that claim, plaintiff asserted that Lehman failed
both to run a fair sale process and to obtain a fair price for
Archstone. Defendants filed an interlocutory appeal to the First
Department.

In significant part, the First Department held in its decision and
order that "[e]ven under the heightened entire fairness standard
advocated by plaintiff, the claim is insufficient." Notably, the
First Department found that plaintiff failed to show that the
partnership's general partner did not engage in a reasonable
alternative analysis to ensure the protection of the partnership's
assets, and that plaintiff itself conceded that "the $16 billion
transaction price attained Archstone's current value at the time of
the transaction."

The decision is unique in that the First Department chose to throw
out the suit mid-case, while the parties were actively engaged in
discovery. The decision also should provide comfort to fiduciaries
(including boards of directors and general partners of limited
partnerships) that they can act on a deal that is before them,
without being second guessed by a disgruntled party that the deal
wasn't good for them and that a better deal "might have become
available in the future."

Litigation Department co-head Jonathan D. Polkes --
jonathan.polkes@weil.com -- led the Weil team, which included
partner Stephen A. Radin -- stephen.radin@weil.com -- counsel
Ashish D. Gandhi -- ashish.gandhi@weil.com -- and associate Adam J.
Bookman -- adam.bookman@weil.com


LINDBLAD EXPEDITIONS: Moody's Assigns B2 Rating on $45MM Facility
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Lindblad
Expeditions, LLC's newly executed $45 million incremental revolving
facility.  At the same time, Moody's affirmed the company's
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) at B2 and B3-PD, respectively.  Concurrently, Moody's
affirmed the B2 rating on the company's $175 million senior secured
term loan.  The Speculative Grade Liquidity Rating of SGL-1 was
also affirmed.  The outlook is maintained at stable.

This rating has been assigned:

  $45 million senior secured revolving credit facility at B2
   (LGD3);

These ratings have been affirmed:

  Corporate Family Rating at B2;
  Probability of Default Rating at B3-PD;
  $175 million senior secured term loan at B2 (LGD 3);
  Speculative Grade Liquidity Rating at SGL-1.

The outlook is maintained at stable.

                         RATINGS RATIONALE

Lindblad's B2 Corporate Family Rating (CFR) reflects its relatively
small size, narrow product focus, and exposure to consumer
confidence and discretionary spending dynamics.  These factors are
somewhat offset by the company's relatively high margins and
expectations for improvement in leverage.  Over the next 12 to 18
months, EBITDA margins are expected to remain in the 20% range,
debt-to-EBITDA is expected to trend below 4.0 times and interest
coverage as measured by EBITA-to-interest is expected to remain at
roughly 2.7 times after factoring in a full year of interest
expense from debt assumed in 2H15.  The company's credit profile is
also enhanced by its ongoing partnership with National Geographic,
which has been intact for over 10 years and expires at the end of
calendar year 2025.  The rating derives additional support from
Lindblad's differentiated distribution channels relative to the
large cruise lines, as the company relies less on travel agents
than its larger peers.  Furthermore, Lindblad's target market of
affluent people over 50 generates significantly higher yields per
passenger by commanding premium pricing. Liquidity during the next
twelve months is expected to be very good supported by large cash
balances and the presence of a $45 million revolving credit
facility.  However, increases in capital investment for new ships
in an effort to grow the top-line could weaken liquidity over
time.

The stable rating outlook reflects Moody's expectation that the
company will grow its revenues and profitability moderately while
maintaining at least a good liquidity profile over the next twelve
months as it embarks upon the build out of its new fleet.  The
rating could be downgraded if Lindblad's leverage, as measured by
Moody's adjusted debt-to-EBITDA, is sustained above 4.0 times or if
liquidity weakens materially.  More specifically, if total
liquidity falls below $30 million the rating could be downgraded.
An upgrade is unlikely in the near-term given the relatively small
size of the company, its narrow product and industry focus, and its
relatively aggressive ship build out over the next few years. Over
time, the ratings could be upgraded if Lindblad is able to
establish a longer track record and grow its scale materially while
maintaining solid credit metrics including EBITDA margins above 20%
and leverage being maintained below 3.0 times.

The company's new $45 million first lien senior secured revolver
and existing $175 million first lien senior secured term loan are
rated B2 (LGD3), in line with the company's B2 CFR, reflective of
its senior position in the capital structure relative to the
company's unsecured obligations and a 65% expected recovery rate
due to its first lien status and presence of a financial
maintenance covenant.

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

Lindblad Expeditions, LLC and its consolidated subsidiaries
headquartered in New York, NY, is a provider of tour and adventure
travel related services to over 40 destinations spanning all seven
continents.  The company owns and operates six expedition ships and
four seasonal charter vessels with capacities ranging from roughly
25 to 150 guests per voyage.  The company established a partnership
with National Geographic in 2004, which is an exclusive strategic
alliance that involves co-selling, co-branding, and marketing
arrangements including all Lindblad owned ships carrying the
National Geographic name (i.e. National Geographic Endeavour,
National Geographic Explorer etc.).  In March 2015, Lindblad
entered into a definitive merger agreement with Capitol Acquisition
Corp. II in a cash and stock transaction valued at $439 million.
Lindblad generated sales for the twelve months ended Dec. 31, 2015,
of approximately $210 million.


LINN ENERGY: LinnCo Commences Exchange Offer
--------------------------------------------
LinnCo, LLC, announced that it has commenced an offer to exchange
each outstanding unit of LINN Energy, LLC for one LinnCo share.
LinnCo and LINN Energy are affiliates.

The Exchange Offer is being made upon and is subject to the terms
and conditions set forth in the Prospectus/Offer to Exchange dated
March 22, 2016, and the accompanying Letter of Transmittal dated
March 22, 2016.  The Exchange Offer will expire at 12:00 midnight,
New York City time, on April 18, 2016, unless extended or earlier
terminated by LinnCo.  Tenders of the LINN units may be withdrawn
at any time at or prior to the Expiration Date.

The purpose of the Exchange Offer is to permit holders of LINN
units to maintain their economic interest in LINN through LinnCo,
an entity that is taxed as a corporation rather than a partnership,
which may allow LINN unitholders to avoid future allocations of
taxable income and loss, including cancellation of debt income,
that could result from future debt restructurings or other
strategic transactions by LINN.  LinnCo believes that many LINN
unitholders may benefit by participating in the Exchange Offer.
However, because the tax situation of each LINN unitholder is
unique, LinnCo recommends that each LINN unitholder consult with
such unitholder's own individual tax advisor to determine whether
it is in such unitholder's best interest to participate in the
Exchange Offer.

LinnCo's obligation to accept for exchange the LINN units validly
tendered in the Exchange Offer is subject to the effectiveness of
the registration statement on Form S-4 filed with the U.S.
Securities and Exchange Commission on March 22, 2016, of which the
Prospectus is a part, and the lack of legal prohibitions.

                       About Linn Energy

LINN Energy, LLC (NASDAQ: LINE) -- http://www.linnenergy.com/-- is
an oil and natural gas company.  The Company is focused on
acquiring, developing and maximizing cash flow from a portfolio of
oil and natural gas assets.  The Company's properties are located
in the United States, in the Rockies, the Hugoton Basin,
California, east Texas and north Louisiana (TexLa), the
Mid-Continent, the Permian Basin, Michigan/Illinois and south
Texas.

Linn Energy reported a net loss of $4.75 billion on $2.88 billion
of revenues for the year ended Dec. 31, 2015, compared to a net
loss of $452 million on $4.98 billion of revenues for the year
ended Dec. 31, 2014.  As of Dec. 31, 2015, Linn Energy had $9.97
billion in total assets, $10.2 billion in total liabilities and a
$269 million in unitholders' deficit.

                        *     *     *

The TCR, on March 21, 2016, reported that 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'.

"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.

As reported by the TCR on March 18, 2016, Moody's Investors Service
downgraded Linn Energy, LLC's (LINE) Corporate Family Rating (CFR)
to Ca from Caa1.


LPATH INC: Reports $10 Million Net Loss for 2015
------------------------------------------------
LPath, Inc. filed with the Securities and Exchange Commission its
annual report on Form 10-K disclosing a net loss of $10.01 million
on $1.59 million of total revenues for the year ended Dec. 31,
2015, compared to a net loss of $16.55 million on $5.08 million of
total revenues for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, LPath had $11.61 million in total assets,
$1.08 million in total liabilities and $10.53 million in total
stockholders' equity.

"Since inception, our operations have been financed primarily
through the sale of equity and debt securities and funds received
from corporate partners pursuant to research and development
collaboration agreements.  From inception through December 31,
2015, we had received net proceeds of approximately $86.2 million
from the sale of equity securities and the issuance of convertible
promissory notes.  In addition, we had received a total of $44.3
million from corporate partners, including a total of $26.6 million
in funding from our research and development arrangement with
Pfizer during the years ended December 31, 2011 through 2015," the
Company stated in the report.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company's recurring losses and
negative operating cash flows 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/pW3tFq

                          About LPath

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.


MAGNETATION LLC: Taps Hatchett & Hauck as Environmental Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
Magnetation LLC, et al., to employ Hatchett & Hauck LLP as Indiana
local environmental counsel nunc pro tunc to Dec. 31, 2015.

Hatchett is expected to provide legal services as Hatchett and the
Debtors will deem appropriate and feasible during the Chapter 11
cases in connection with environmental compliance under Indiana
law, well as other matters that may involve Indiana and related
federal environmental law, as requested by the Debtors.

The Debtors believe that the services will not duplicate the
services that other professionals will be providing to the Debtors
in the cases.

David L. Hatchett, Esq., an attorney of Hatchett, tells the Court
that the hourly rates for professionals likely to work on the
matter are:

         Name and Position                      Hourly Rate
         -----------------                      -----------
         David Hatchett, attorney                  $340
         Jaime Saylor, attorney                    $235
         Alyson Ackerman, law clerk                 $80

In addition to hourly fees, the Debtors agreed reimburse Hatchett
for reasonable photocopy charges, outside vendor costs, court
reporter charges and specialized database fees.

To the best of the Debtors' knowledge, Hatchett and its
professionals are "disinterested persons" as that term is defined
in Section 101(14) of the Bankruptcy Code.

The Debtors and Hatchett intend to make a reasonable effort to
comply with the U.S. Trustee's requests for information and
additional disclosures as set forth in the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
Under Section 330 of the Bankruptcy Code by Attorneys in Larger
Chapter 11 Cases, both in connection with the application and the
interim and final fee applications filed by Hatchett in the course
of its engagement.

The firm may be reached at:

         David Hatchett, Esq.
         Jaime Saylor, Esq.
         HATCHETT & HAUCK LLP
         111 Monument Circle, Suite 301
         Indianapolis, IN 46204
         Tel: (317) 464-2620
         Email: david.hatchett@h2lawyers.com
                Jaime.Saylor@h2lawyers.com

                      About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint  
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9%
owner).

Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings
basins.

Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.

Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring. The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone
Advisory Partners LP as financial advisor; and Donlin, Recano &
Company, Inc., as the claims agent.

The U.S. Trustee for Region 12 appointed three creditors of
Magnetation LLC to serve on an official committee of unsecured
creditors.


MICROVISION INC: Expects to Receive $5.4M From Securities Sale
--------------------------------------------------------------
MicroVision, Inc., entered into an underwriting agreement with
Northland Securities, Inc., on March 22, 2016, which provides for
the sale of 3,529,412 shares of common stock, par value $0.001 per
share, at a public offering price of $1.70 per share, less
underwriting discounts and commissions of $0.102 per share, as
disclosed in a regulatory filing with the Securities and Exchange
Commission.  

The Company also granted the Underwriter a 30-day option to
purchase up to an additional 529,411 shares of Common Stock to
cover over-allotments, if any.  The sale of the shares of Common
Stock pursuant to the Underwriting Agreement is expected to close
on or about March 28, 2016, subject to the satisfaction of
customary closing conditions.  The Shares are being offered and
sold pursuant to the Company's registration statement on Form S-3
(Registration No. 333-192864) declared effective by the Securities
and Exchange Commission on Dec. 30, 2013.  A prospectus supplement
relating to the sale of the shares of Common Stock has been filed
with the SEC.

The Company expects to receive net proceeds from the offering of
approximately $5.39 million, or approximately $6.24 million if the
Underwriter exercises its option to purchase additional shares in
full, after deducting underwriting discounts and commissions and
estimated offering expenses.  The Company intends to use the net
proceeds of the offering for general corporate purposes.

                       About MicroVision

Redmond, Washington-based MicroVision, Inc. is developing its
PicoP(R) display technology that can be adopted by its customers to
create high-resolution miniature laser display and imaging modules.
This PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.

MicroVision reported a net loss of $14.5 million on $9.18 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $18.12 million on $3.48 million of total revenue for
the year ended Dec. 31, 2014.  As of Dec. 31, 2015, MicroVision had
$14.04 million in total assets, $14.19 million in total liabilities
and a total shareholders' deficit of $153,000.

Moss Adams LLP, in Seattle, Washington, 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 net capital deficiency, which
raises substantial doubt about its ability to continue as a going
concern.


MIG LLC: Proofs of Claim Due Today
----------------------------------
U.S. Bankruptcy Judge Kevin Gross set March 25, 2016, at 5:00 p.m.
(Eastern Time) as the General Bar Date, the Governmental Unit Bar
Date and the Sec. 503(b)(9) Claims Bar Date.

Holders of claims against the Debtors arising from the rejection of
an executory contract or unexpired lease must file a proof of claim
on or before the General Bar Date; 30 days after entry of an order
authorizing the rejection; and such other date the Court may fix.

                       About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The cases
are assigned to Judge Kevin Gross.  MIG LLC disclosed $15.9 million
in assets and $254 million in liabilities.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.


MIG LLC: Time to Remove Actions Extended to May 23
--------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has extended to May 23, 2016, the
deadline for MIG LLC to file notices of removal of lawsuits under
the Bankruptcy Rue 9027(a) involving the company and its affiliate
ITC Cellular LLC.

                       About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The cases
are assigned to Judge Kevin Gross.  MIG LLC disclosed $15.9 million
in assets and $254 million in liabilities.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118). It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of Walter
M. Grant, Paul N. Kiel, and Lawrence P. Klamon.


NEWALTA CORP: Moody's Lowers CFR to Caa1, Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded Newalta Corporation's
Corporate Family Rating to Caa1 from B1, Probability of Default
Rating to Caa1-PD from B1-PD, and its senior unsecured notes rating
to Caa2 from B2.  The Speculative Grade Liquidity Rating was
lowered to SGL-3 from SGL-2.  The rating outlook is negative.  This
action resolves the review for downgrade that was initiated on Jan.
21, 2016.

"The downgrade reflects the sharp and sustained decline in
Newalta's EBITDA as well as negative free cash flow that will lead
to an increase in leverage this year and next," said Paresh Chari,
Moody's Analyst.

Downgrades:

Issuer: Newalta Corporation

  Probability of Default Rating, Downgraded to Caa1-PD from B1-PD
  Corporate Family Rating (Local Currency), Downgraded to Caa1
   from B1
  Senior Unsecured Regular Bond/Debenture, Downgraded to
   Caa2(LGD4) from B2(LGD4)

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

Outlook Actions:

Issuer: Newalta Corporation
  Outlook, Changed To Negative From Rating Under Review

                         RATINGS RATIONALE

Newalta Corporation's Caa1 Corporate Family Rating (CFR)
predominantly reflects Moody's expected high leverage in 2016 (9x)
and 2017 (7.5x) and weak EBITDA to interest coverage (1.3x in 2016
and 1.5x in 2017) caused by the impact of poor oilfield services
industry conditions.  Commodity prices and drilling/completion
activity levels decreased dramatically in 2015, leading to a 50%
decline in EBITDA for Newalta and Moody's expects EBITDA to decline
by another 30% in 2016.  The rating also reflects the company's
small size within the broader oilfield services and waste
management industries.  However, the rating also considers
Newalta's regulatory permits and technological expertise that
provide competitive advantages and a long-standing customer base.

The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity through the first quarter of 2017.  At Dec. 31, 2015,
Newalta had minimal cash and C$82 million available (after C$20
million in letters of credit) under its C$160 million secured
revolver due July 2018.  Moody's expect roughly C$50 million of
negative free cash flow through the fifteen months to March 31,
2017, which can be funded under its revolver.  Compliance under the
two covenants is expected to be very tight and the interest
coverage covenant can be waived for one quarter if needed.  Newalta
has no refinancing risk over the next 12 to 18 months. Alternate
liquidity is somewhat limited by the fact that all of the assets
are pledged to the secured revolving credit facility lenders.
In accordance with Moody's Loss Given Default (LGD) Methodology,
both the C$125 million and C$150 million senior unsecured notes are
rated Caa2, which is one notch below the Caa1 Corporate Family
Rating due to the priority-ranking C$160 million secured revolving
credit facility.

The negative outlook reflects Moody's view that leverage will
remain above 7x and EBITDA to interest around 1.5x.

The ratings could be upgraded if debt to EBITDA is likely to stay
sustainably below 7x, EBITDA to interest is above 2x and liquidity
is adequate.

The ratings could be downgraded if EBITDA to interest trends
towards 1x or if liquidity weakens.

Newalta Corporation (Newalta) is a Calgary, Alberta-based oilfield
waste management service provider primarily operating in Western
Canada.

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


NORANDA ALUMINUM: Sherwin Seeks Dismissal of NBL's Ch. 11 Case
--------------------------------------------------------------
Sherwin Alumina Company, LLC, asks the U.S. Bankruptcy Court to
dismiss the Chapter 11 case of Noranda Bauxite Ltd. ("NBL"), an
affiliate of Noranda Aluminum Inc.

Sherwin accuses NBL of forum shopping.

"... NBL is a Jamaican company that operates the St. Ann bauxite
mine in Discovery Bay, Jamaica.  It has no facilities or offices in
the United States, let alone Missouri.  Instead, to establish a
basis for jurisdiction in the United States, NBL relies upon two
U.S. bank accounts and some cash retainers held by its counsel, but
NBL has refused to produce any discovery related to these assets,
such as when the accounts were opened and whether they were opened
only to establish a jurisdictional basis for NBL filing in the
United States.  Even worse, NBL filed its Chapter 11 Case in this
Court – not out of a good faith need to restructure its business
here – but rather to avoid adjudication concerning its supply
agreement with Sherwin by the Bankruptcy Court in the Southern
District of Texas, where Sherwin had already filed its own chapter
11 case, or in its own home forum of Jamaica," Sherwin contends.

NBL is a Jamaican limited liability company that operates the St.
Ann bauxite mine in Discovery Bay, Jamaica.  Within the Noranda
corporate family, NBL's role is to support the "upstream" segment
of the business by providing bauxite to its parent, Noranda Alumina
LLC, where it is refined into alumina at a refinery in Gramercy,
Louisiana.

NBL's business depends on a continuing relationship and concession
agreement with the Government of Jamaica.  The Government of
Jamaica (with a 51% interest) and NBL (with a 49% interest) jointly
own Noranda Jamaica Bauxite Partners ("NJBP"), which mines the
bauxite and owns the physical mining assets at St. Ann.

According to Sherwin, while NBL's ties to Jamaica and its
Government are clear, its connection to the United States is
tenuous at best.  Although NBL's affiliates own and operate
facilities in the United States, including a primary aluminum
reduction plant and fabrication facilities in Missouri, NBL
itself maintains no facilities or offices anywhere in the United
States.

Sherwin's business enterprise -- which employs nearly 600
individuals and supports an additional 1,500 jobs along the Texas
Gulf Coast—consists of operating an alumina plant in Gregory,
Texas that produces aluminum oxide (or alumina), which is the
primary component of aluminum.  At its Gregory facility, Sherwin
produces 1.65 million metric tons of smelter grade alumina per year
from a brick-red-colored ore called bauxite.  To ensure that
Sherwin receives a reliable supply of bauxite, Sherwin entered into
the Supply Agreement, dated as of Dec. 29, 2012 (as amended), with
NBL pursuant to which Sherwin sources nearly two-thirds of all
bauxite it utilizes.

Sherwin Alumina Company is represented by:

          Joshua A. Sussberg, Esq.
          Joseph Serino, Esq.
          Shireen Barday, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          601 Lexington Avenue
          New York, NY 10022
          Telephone: (212)446-4800
          Facsimile: (212)446-4900
          E-mail: joshua.sussberg@kirkland.com
                  joseph.serino@kirkland.com
                  shireen.barday@kirkland.com

                 - and -

          James H.M. Sprayregen, Esq.
          Gregory F. Pesce, Esq.
          KIRKLAND & ELLIS LLP
          KIRKLAND & ELLIS INTERNATIONAL LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312)862-2000
          Facsimile: (312)862-2200
          E-mail: james.sprayregen@kirkland.com
                  gregory.pesce@kirkland.com

                 - and -

          Cullen D. Speckhart, Esq.
          WOLCOTT RIVERS GATES
          200 Bendix Road, Suite 300
          Virginia Beach, VA 23452
          E-mail: cspeckhart@wolriv.com

                 - and -

          Mory S. Cole, Esq.
          GRAY, RITTER, GRAHAM, PC
          701 Market Street, Suite 800
          St. Louis, MO 63101
          Telephone: (314)241-5620
          Facsimile: (314)241-4141
          E-mail: mcole@grgpc.com

                  About Sherwin Alumina Company

Sherwin Alumina Company, LLC and Sherwin Pipeline, Inc. filed
Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos.
16-20012 and 16-20013, respectively) on Jan. 11, 2016.  Thomas
Russell signed the petitions as authorized signatory.  Judge David
R Jones has been assigned the case.

The Debtors have engaged Kirkland & Ellis LLP as general counsel,
Zack A. Clement PLLC as local counsel, Huron Consulting Services
LLC as financial advisor and Kurtzman Carson Consultants LLC as
claims, notice and balloting agent.

Sherwin operates an alumina plant in Gregory, Texas that produces
aluminum oxide (or alumina), which is the primary component of
aluminum, from bauxite.  Sherwin produces alumina through the
"Bayer Process," a refining technique that produces alumina from
bauxite ore by dissolving the bauxite in a caustic solution.

The Debtors, on Feb. 5, 2016, the disclosed total assets of
$254,617,187 and total liabilities of $218,177,760.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  Robin Russell, Esq., Timothy S. McConn,
Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston,
Texas, represent the Committee.

                      About Noranda Aluminum

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

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

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

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


NRAD MEDICAL: Has Until April 4 to File Ch. 11 Plan
---------------------------------------------------
Judge Louis A. Scarcella of the United States Bankruptcy for the
Eastern District of New York, upon the request of NRAD Medical
Associates, P.C., further extended the Debtor's exclusive period
within which it must file a Chapter 11 Plan through April 4, 2016,
and further extended the Debtor's exclusive period within which it
must solicit acceptances of its Plan through June 3, 2016.

This is the Debtor's second request for a 90-day extension of its
exclusive periods; however, the Debtor still requires additional
time to present adequate information to and negotiate its Plan with
the Official Committee of Unsecured Creditors and Sterling National
Bank, the Debtor's prepetition lender.  According to the Debtor,
neither the Committee nor Sterling will object to the relief the
Debtor requested.

NRAD Medical Associates is represented by:

     Gerard R. Luckman, Esq.
     Brian Powers, Esq.
     SILVERMANACAMPORA LLP
     100 Jericho Quadrangle, Suite 300
     Jericho, NY 11753
     Telephone: (516)479-6300
     E-mail: Gluckman@SilvermanAcampora.com
             Bpowers@SilvermanAcampora.com

         About NRAD Medical Associates

NRAD Medical Associates, P.C., operated a regional radiology
imaging medical practice and a regional radiation therapy practice
with 16 locations throughout Long Island and Queens, New York,
before selling its assets in June 2015.

NRAD Medical sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7,
2015.  The case is assigned to Judge Louis A. Scarcella.

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

The Debtor is represented by Anthony C Acampora, Esq., at Silverman
Acampora LLP, in Jericho, New York.


NRG ENERGY: Moody's Affirms Ba3 CFR, Outlook Stable
---------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
and Ba3-PD Probability of Default Rating, along with the Baa3
rating on NRG Energy, Inc.'s (NRG) senior secured revolver and term
loans and B1 rating on the unsecured notes.  The outlook is stable.
The rating affirmation follows Moody's assessment of the US
merchant power sector in the wake of a sustained period of low
commodity prices, including natural gas and electricity.

Outlook Actions:

Issuer: NRG Energy, Inc.
  Outlook, Remains Stable

Affirmations:

Issuer: Chautauqua (Cnty of) NY, Ind. Dev. Agency
  Senior Secured Revenue Bonds, Affirmed Baa3

Issuer: Delaware Economic Development Authority
Senior Secured Revenue Bonds, Affirmed Baa3

Issuer: Fort Bend County Industrial Development Corp
  Senior Secured Revenue Bonds, Affirmed Baa3

Issuer: NRG Energy, Inc.
  Probability of Default Rating, Affirmed Ba3-PD
  Speculative Grade Liquidity Rating, Affirmed SGL-2
  Corporate Family Rating (Local Currency), Affirmed Ba3
  Senior Secured Bank Credit Facility, Affirmed Baa3
  Senior Unsecured Regular Bond/Debenture, Affirmed B1

Issuer: Sussex (County of) DE
  Senior Secured Revenue Bonds, Affirmed Baa3

Issuer: Texas City Industrial Development Corp., TX
  Senior Secured Revenue Bonds, Affirmed Baa3

                         RATINGS RATIONALE

"NRG Energy's financial profile will remain adequate for its
existing ratings over the next few years, and we calculate a ratio
of cash flow, adjusted for maintenance capital and nuclear fuel, to
debt of approximately 7%", said Toby Shea, Vice President -- Senior
Credit Officer.  "NRG corporate finance policies will also take
credit friendly steps, including a reduction in both debt
outstanding and common shareholder dividends."

NRG's Ba3 corporate family rating (CFR) primarily reflects its
position as the largest independent power producer in the US in
terms of generating capacity and a retail operation in Texas that
provides sizeable, stable cash flow.  The rating also incorporates
the company's significant debt leverage and the current weak market
conditions for U.S. merchant companies, for which Moody's do not
foresee a meaningful recovery in the next few years.

Natural gas prices in the United States are at historic lows; after
declining sharply to the $3/MMBtu range at Henry Hub near the end
of 2014, the downward slide continued with current pricing under
$2/MMBtu in most markets.  Forward curves remain upward sloping,
with prices returning above $2/MMBtu in 2016; however, most
indications remain below $3/MMBtu for the foreseeable future.
Moody's is currently assuming average pricing of $2.25/MMBtu in
2016 and $2.50 MMBtu in 2017.  While low natural gas prices do not
necessarily translate directly into lower power prices,
particularly in the PJM Interconnection (PJM, Aa3 stable) where
there are delivery constraints and a meaningful amount of power is
still produced by coal-fired generating plants, they do tend to
move together.  That said, prices for wholesale power in ERCOT,
where most of NRG's assets are located, are also at or near
historic lows.

The company's cash flow to debt leverage, as primarily measured by
cash flows from operations (CFO) pre-working capital over debt, has
been in the high single digits and rose to 11% in 2015, which is
below the benchmark for NRG's rating but is acceptable given the
size and diversity of its asset base as well as the strong cash
flow generated from its retail operation in Texas.  This ratio is
calculated by deconsolidating its non-recourse subsidiary GenOn
Energy (Caa2 negative) and proportionately consolidating NRG Yield
(Ba2 stable).  NRG is also committed to reduce debt by $1 billion
in 2016 and potential more in 2017.  NRG's corporate family rating
of Ba3 is rated five notches higher than the corporate family
rating for its GenOn (Caa2 CFR, negative) subsidiary, reflecting
the fact that GenOn has a less favorable stand-alone credit profile
with limited NRG support.

                         Liquidity Profile

NRG's speculative grade liquidity rating is SGL-2.  The company
continues to possess good liquidity with $742 million of
unrestricted cash on hand and $1.373 billion of unused capacity at
yearend 2015 on its revolving credit facility.  NRG's $2.5 billion
revolving credit facility is secured by first-priority perfected
security interests in substantially all of the property and assets
owned or acquired by NRG and its subsidiaries, other than certain
limited exceptions, including assets under GenOn and other
non-recourse financing subsidiaries.  NRG is well within compliance
of its covenants under the revolving credit agreement, which
includes 6x Debt/EBITDA and 1.75x interest coverage, excluding
GenOn debt.

Excluding non-recourse maturities, NRG does not have any major debt
maturities until 2018.  NRG's $2.5 billion revolving credit
facility also expires in 2018.  The company expects to generate
about $1.1 billion of free cash flow before growth capital
expenditures for 2016.  Committed capital allocations which for
2016 includes $309 million of growth capital expenditures, $75
million common stock dividends and $20 million of debt
amortization, is significant but should be manageable.

Rating Outlook

NRG's stable outlook reflects the stability of its cash flows
provided by its retail operation and its diverse asset base.
Moody's views the company's strategic decision to limit investments
in residential distributed generation, sell assets and reduce debt
as stabilizing factors for the company.

What Could Change the Rating - Up

A fundamental improvement in the merchant power market or a
moderation in NRG's current debt leverage to facilitate a 12% or
above CFO-pre-working-capital/debt ratio on a sustained basis could
result in upward rating pressure.

What Could Change the Rating - Down

Moody's may take a negative rating action should cash flow leverage
deteriorate significantly to 7% CFO-pre-working-capital to debt.
Moody's could take a negative rating action should the stability of
the retail cash flows come under pressure.  The rating could also
come under pressure should NRG change its financial policy
regarding the treatment of GenOn as a non-recourse entity.

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


OUTER HARBOR: Seeks April 1 Extension of Schedules Filing Date
--------------------------------------------------------------
Outer Harbor Terminal, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to extend its deadline to file its schedules
of assets and liabilities, schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, and statements of financial affairs until April 1, 2016.

According to the Debtor, it has filed a list of creditors in
accordance with Local Bankruptcy Rule 1007-2, which totals number
of creditors above 200.  In this relation, it needed more time to
prepare the schedules and statements which information is best used
to implement an orderly wind-down of its operations in order to
maximize value for the Debtor's estate and its creditors.

                    About Outer Harbor Terminal

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

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

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


PARK 91 LLC: Salvatore LaMonica Appointed Plan Administrator
------------------------------------------------------------
At the behest of 2013 NY Funding I LLC, Judge James L. Garrity,
Jr., on March 11, 2016, entered an order appointing a plan
administrator for Park 91 LLC.

In October 2015, Park 91 won confirmation of its Plan of
Liquidation, which was based on a settlement with 2013 NY Funding,
a secured creditor with an allowed $8.98 million claim.  The Plan
provided that Michael Gardner will continue to manage the Debtor's
property and will have until June 30, 2017 to sell the assets to
pay 2013 NY Funding's claim in full.  However, in an event of
default, a plan administrator will be appointed by 2013 NY Funding,
and the plan administrator will sell the property within 60 days.
Failure to make interest-only payments, pay real estate taxes, and
maintain insurance on the property each constitutes as an event of
default.

By letter dated Jan. 26, 2016, 2013 NY Funding provided written
notice of the defaults.  The defaults remain uncured, Events of
Default exist, and the Post Event of Default Commencement Date has
occurred, according to a Feb. 23 filing by 2013 NY Funding.

On March 11, 2016, Judge James L. Garrity, Jr., granted a motion by
2013 NY Funding for an order:

  * appointing Salvatore LaMonica, Esq., as plan administrator, who
will have the full authority and control over the Post-confirmation
Estate, including the Property, to effectuate and consummate the
Auction of the Property and otherwise perform his duties in
accordance with the terms of the Plan; and

  * approving proposed procedures for conducting an auction for the
assets.

Counsel for 2013 NY Funding I LLC:

         WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP
         Thomas A. Draghi, Esq.
         1201 RXR Plaza
         Uniondale, NY 11556
         Tel: (516) 622-9200
         E-mail: tdraghi@westermanllp.com

                           About Park 91

Park 91 LLC is the fee simple owner of a townhouse located at 1145
Park Avenue, New York.  The townhouse is located in the Carnegie
Hill Historic District on Park Avenue and 91st Street.  

Park 91 sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 15-10957) in Manhattan on April 17, 2015.  

Bankruptcy Judge James L. Garrity Jr. presides over the case.  The
Debtor is represented by Scott S. Markowitz, Esq., at Tarter
Krinsky & Drogin LLP, in New York.

Park 91 won approval of its Plan of Liquidation on Oct. 2, 2015.


PARKVIEW ADVENTIST: CMHC Objects to Amended Plan; Hearing April 5
-----------------------------------------------------------------
The Bankruptcy Court has rescheduled the hearing to consider
confirmation of Parkview Adventist Medical Center's Third Amended
Chapter 11 Plan of Reorganization to April 5, 2016, at 9:00 a.m.
Objections are due March 29, 2016.

The Court previously set a March 10 hearing to consider
confirmation of the Plan after approving the Second Amended
Disclosure Statement on Jan. 14, 2016.  The Debtor filed a Third
Amended Plan of Reorganization and Disclosure Statement on Feb. 23,
2016.

Central Maine Healthcare Corporation ("CMHC") and Central Maine
Medical Center ("CMMC," and together with CMHC, the "CM Parties"),
the largest secured and unsecured creditors, object to confirmation
of the Third Amended Plan.

"The Plan cannot be confirmed because it fails to satisfy numerous
requirements of Section 1129(a) of title 11 of the United States
Code (the "Bankruptcy Code"), as well as the so-called "cramdown"
provisions of section 1129(b) (to the extent they are triggered).
As described more fully below, the Plan's unconfirmability flows
primarily from two sources.  First, the Plan is designed to
accomplish the goal of harming the CM Entities at any cost,
including by gerrymandering and utilizing means forbidden both by
the Bankruptcy Code and applicable nonbankruptcy law.  Second,
despite several rounds of amendment, the Plan fundamentally remains
a liquidation without any chapter 11 reorganizational purpose," the
CM Parties said in their objection.

Among other things, the CM Parties argued that given the size of
CMHC's potential super-priority claim, and the dearth of the
Debtor's unencumbered assets, the Plan should be amended either to
(1) withhold payment of any administrative expenses until
super-priority claims are determined (this violates section
1129(a)(9) and renders the Plan unconfirmable), or (2) reserve
sufficient funds to fully pay CMHC's super-priority claim if and
when it is allowed (in which case the Debtor clearly has
insufficient cash to pay other administrative expenses, violates
Section 1129(a)(9), and renders the Plan unconfirmable).

The CM Parties also pointed out that the Plan does not require the
Liquidator to reserve any amounts for disputed unsecured claims in
Class 5, i.e., the largest claims, which are held by the CM
Parties.  "The effect of this provision could be devastating for
the CM Parties – even though it holds a vast majority of Class
Five claims, the Liquidator may reserve for secured,
administrative, and priority claims, and then choose to distribute
all remaining funds to Class Five claimants before the CM Parties'
claims are allowed.  This provision violates the bedrock principle
of "equality of distribution" under the Bankruptcy Code and renders
the Plan unconfirmable under section 1129(a)(1)," the CM Parties
stated.

Another party, Mid Coast Hospital, filed an objection, complaining
that:

   * The Plan provides for an indefinite and unreasonable effective
date leaving uncertain the date when administrative claims will be
paid and requiring administrative expense claimants to bear all the
risk occasioned by the delay.

   * Rather than providing a date upon which administrative
claimants, such as Mid Coast, can expect full payment on their
claims, the Plan gives the Debtor and the Liquidator the discretion
to determine when payments are made and provides for an unspecified
outside limit on the date of payment.

   * Although the Plan defines the "Implementation Date" as "thirty
(30) days after the Confirmation Date," the definition of the
Effective Date provides an open-ended and uncertain timeframe
dependent on the Liquidator's sole determination to discontinue
pursuit of the liquidation of "Claims and/or Hospital Assets."

Mid Coast Hospital's attorneys:

         D. Sam Anderson, Esq.
         Roma N. Desai, Esq.
         BERNSTEIN SHUR SAWYER & NELSON, P.A.
         100 Middle Street
         P.O. Box 9729
         Portland, ME 04104-5029
         Tel: (207) 774-1200
         Fax: (207) 774-1127
         E-mail: sanderson@bernsteinshur.com

Central Maine Healthcare Corporation and Central Maine Medical
Center are represented by:

         Darcie P.L. Beaudin, Esq.
         Michael R. Poulin, Esq.
         SKELTON, TAINTOR & ABBOTT
         95 Main Street
         Auburn, ME 04210
         Telephone: (207)784-3200
         E-mail: dbeaudin@sta-law.com
                 mpoulin@sta-law.com

               - and -

         Jeremy R. Fischer, Esq.
         DRUMMOND WOODSUM
         84 Marginal Way, Suite 600
         Portland, ME 04101-2480
         Telephone: (207)772-1941
         E-mail: jfischer@dwmlaw.com

Parkview Adventist Medical Center is represented by:

         George J. Marcus, Esq.
         Jennie L. Clegg, Esq.
         David C. Johnson, Esq.
         Andrew C. Helman, Esq.
         MARCUS, CLEGG & MISTRETTA, P.A.
         One Canal Plaza, Suite 600
         Portland, ME 04101
         Telephone: (207)828-8000
         E-mail: gmarcus@mcm-law.com
                 jclegg@mcm-law.com
                 djohnson@mcm-law.com
                 ahelman@mcm-law.com

                        The Chapter 11 Plan

The Debtor is proposing a Chapter 11 plan, as amended, that
provides that:

   * Allowed secured claims of Central Maine Healthcare Corporation
(Class 1) will be paid on the Effective Date.

   * Allowed secured claims of Maine Health and Higher Education
Facilities Authority (Class 2) will be allowed in the amount of
$476,813 and will be paid 30 days after the Confirmation Date.

   * Other allowed secured claims (Class 3) are unimpaired.

   * All claims of MDOL arising out of the Debtor's obligations to
reimburse MDOL for unemployment compensation for former employees
are unimpaired.

   * Unsecured claims (Calss5) will be paid from the net proceeds
of the liquidation of the pending claims and any other hospital
assets of the Debtor.

   * Members of the Debtor (Class 6) will retain their interests
and their interests are unaffected.

At the inception of the Chapter 11 case, the Debtor laid out the
framework for this plan of reorganization.  Specifically, working
in collaboration with Mid Coast Hospital of Brunswick, Maine
("Mid Coast"), the Debtor developed a multi-phase plan which
redefined its patient delivery services from both a financial and a
clinical perspective.  The multi-phase plan began with the
Hospital's termination of emergency and inpatient services, and was
consummated with the sale on Aug. 20, 2015, approved by the
Bankruptcy Court, certain of the Debtor's clinical assets to Mid
Coast, and the continuation by Mid Coast of the Debtor's faith
based health care mission.

Having transitioned the Hospital operations portion of the Debtor's
business to Mid Coast, the Plan provides for the sale of all
remaining Hospital Assets of the Debtor, the settlement and
satisfaction of its remaining, unpaid clams, and the continuation
of the Debtor's charitable mission.  Specifically, after
confirmation of the Plan, the Debtor intends to change its name and
continue its charitable mission.  In conjunction with any name
change and implementation of future initiatives, the Debtor will
consult with Mid Coast to ensure that there is no likelihood of
confusion of the public regarding the separateness of the Debtor,
the Hospital, Mid Coast and Mid Coast-Parkview Health System and
that no actions will be taken that are inconsistent with the
contracts between the Debtor and Mid Coast, including that certain
Second Amended and Restated Asset Purchase Agreement entered into
by Mid Coast and the Debtor on or about Aug. 20, 2015. To do so, it
will reformulate its business model into one in which the Debtor
will become focused on a community health initiative.

The Plan anticipates the appointment of a Chief Liquidating Officer
for the Debtor who will oversee the sale of the Debtor's remaining
Hospital Assets and claims and causes of action against third
parties, and the distribution of the proceeds thereof in the manner
required by this Plan and applicable law.

A copy of the Third Amended Disclosure Statement filed Feb. 23,
2016, is available for free at:

      http://bankrupt.com/misc/Parkview_A_591_3rd_Am_DS.pdf

              About Parkview Adventist Medical Center

Parkview Adventist Medical Center, a Maine non-profit corporation,
operates the Parkview Hospital, a 55-bed faith-based acute care
community hospital located in Brunswick, Maine, affiliated with the
Seventh
Day Adventist Church.  Its mission is to provide services
supporting the physical, emotional and spiritual wellness of its
patients.

Parkview sought Chapter 11 protection (Bankr. D. Maine Case No.
15-20442) in Portland, Maine, on June 16, 2015.  The case is
assigned to Judge Peter G. Cary.

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

The Debtor is represented by George J. Marcus, Esq., at Marcus,
Clegg & Mistretta, PA, in Portlane, Maine.



PETTERS COMPANY: Opportunity Finance Wants SubCon Order Stayed
--------------------------------------------------------------
Opportunity Finance, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Minnesota to stay the effect of its Order Granting
Trustee's Motion for Substantive Consolidation ("SubCon Order"),
based on the ongoing appeal of the SubCon Order.

The Court ordered the substantive consolidation of the chapter 11
estates of Petters Company, Inc. ("PCI") with estates of various
Petters-related special purpose entities ("PCI Estates").
Opportunity Finance, together with other objectors, appealed the
SubCon Order to the District Court, which held that Opportunity
Finance lacked standing to appeal.  Opportunity Finance then
appealed to the U.S. Court of Appeals for the Eighth Circuit, where
the appeal is currently pending.

Opportunity Finance relates that the Trustee filed his proposed
Chapter 11 Plan of Liquidation and Disclosure Statement and that in
those filings, the Trustee disclosed that he would be attempting to
use the Plan to substantively consolidate the purportedly
already-consolidated PCI Estates with the estates of Petters Group
Worldwide, LLC ("PGW") and Petters Capital, LLC.  Opportunity
Finance further relates that the Plan assumes that the PCI Estates
are already substantively consolidated into one entity, thereby
treating the SubCon Order as if it were finally resolved, despite
the pending Eighth Circuit appeal and any potential further
judicial review.

Opportunity Finance tells the Court that disclosure of the Plan
raised the possibility that the Plan—if confirmed in the form the
Trustee has proposed—could, at least in the Trustee's view,
equitably moot Opportunity Finance's pending appeal of the SubCon
Order, thereby harming Opportunity Finance's defense of the pending
PCI adversary proceeding and depriving it of the possibility of any
appellate review.

Opportunity Finance asserts that in light of the Trustee's stated
intent—to attempt to use the Plan confirmation process to moot
appellate review of the SubCon Order and to lock in the substantial
adverse effects on Opportunity Finance, and the other Appellants,
of that order—Opportunity Finance is compelled to seek to stay
the SubCon Order pending the ongoing appellate review process.

Opportunity Finance, et al., are represented by:

         Joseph G. Petrosinelli, Esq.
         Jonathan M. Landy, Esq.
         Christopher J. Mandernach, Esq.
         WILLIAMS & CONNOLLY LLP
         725 Twelfth Street, N.W.
         Washington, D.C. 20005
         Telephone: (202)434-5000
         Facsimile: (202)434-5029
         E-mail: jpetrosinelli@wc.com

                - and -

          John R. McDonald, Esq.
          Kari S. Berman, Esq.
          Benjamin E. Gurstelle, Esq.
          BRIGGS AND MORGAN, P.A.
          2200 IDS Center
          80 South 8th Street
          Minneapolis, MN 55402
          Telephone: (612)977-8746
          Facsimile: (612)977-8650
          E-mail: jmcdonald@briggs.com

                   About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in
1988.

Petters Company, Inc., is the financing and capital-raising unit
of
Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates
filed separate petitions for Chapter 11 protection (Bankr. D.
Minn.
Lead Case No. 08-45257) on Oct. 11, 2008.  In its petition,
Petters
Company estimated its debts at $500 million and $1 billion.
Parent
Petters Group Worldwide estimated its debts at not more than
$50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection
(Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on
Oct.
6, 2008.  Petters Aviation is a wholly owned unit of Thomas
Petters
Inc. and owner of MN Airline Holdings, Sun Country's parent
company.

The Official Committee of Unsecured Creditors is represented by
David E. Runck, Esq., Lorie A. Klein, Esq., at Fafinski Mark &
Johnson, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.


PGI INCORPORATED: Incurs $8.45 Million Net Loss in 2015
-------------------------------------------------------
PGI Incorporated filed with the Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $8.45
million on $8,000 of revenues for the year ended Dec. 31, 2015,
compared to a net loss of $6.51 million on $16,000 of revenues for
the year ended Dec. 31, 2014.

As of Dec. 31, 2015, PGI had $867,000 in total assets, $92.45
million in total liabilities and a stockholders' deficiency of
$91.58 million.

BKD, LLP, in St. Louis, Missouri, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has a significant
accumulated deficit, and is in default on its primary debt, certain
sinking fund and interest payments on its convertible subordinated
debentures and its convertible debentures.  These matters 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/bjAb7J

                     About PGI Incorporated

St. Louis, Mo.-based PGI Incorporated, a Florida corporation, was
founded in 1958, and up until the mid 1990's was in the business
of building and selling homes, developing and selling home sites
and selling undeveloped or partially developed tracts of land.
Over approximately the last 15 years, the Company's business focus
and emphasis changed substantially as it concentrated its sales
and marketing efforts almost exclusively on the disposition of its
remaining real estate.  This change was prompted by its continuing
financial difficulties due to the principal and interest owed on
its debt.

Presently, the most valuable remaining asset of the Company is a
parcel of 366 acres located in Hernando County, Florida.  The
Company also owns a number of scattered sites in Charlotte County,
Florida (the "Charlotte Property"), but most of these sites are
subject to easements which markedly reduce their value and/or
consist of wetlands of indeterminate value.  As of Dec. 31, 2011,
the Company also owned six single family lots, located in Citrus
County, Florida.


PIONEER ENERGY: Joins Scotia Howard Weil Energy Conference
----------------------------------------------------------
From time to time, senior management of Pioneer Energy Services
meets with groups of investors and business analysts.  

In connection with management's participation in those meetings and
participation in the Scotia Howard Weil 2016 Energy Conference on
March 22, 2016, the Company had prepared slide which provide an
update on the Company's operations and certain recent developments,
which among others, include the following:

Revised Guidance for First Quarter 2016

  * Production Services revenue now expected to be down 19% to 24%
    from the prior quarter as compared to prior guidance of down
    10% to 15% primarily due to reduced utilization and pricing in
    Well Servicing

  * Production Services gross margin percentage now expected to be
    13% to 16% as compared to prior guidance of 15% to 20%

Drilling

  * February quarter-to-date utilization was 49%; current   
    utilization is 42% based on a total fleet of 31 rigs

Well Servicing

  * February quarter-to-date utilization was 48% as compared to
    55% in the prior quarter

  * March month-to-date utilization is approximately 37%

  * February quarter-to-date hourly rate of $527 as compared to
    $562 in the prior quarter

Coiled Tubing

  * February quarter-to-date utilization was 23% as compared to
    25% in the prior quarter

The slides are available for free at http://is.gd/6ozrXP

                       About Pioneer Energy

Pioneer Energy Services Corp. provides land-based drilling services
and production services to a diverse group of independent and large
oil and gas exploration and production companies in the United
States and internationally in Colombia.  The Company also provides
two of its services (coiled tubing and wireline services) offshore
in the Gulf of Mexico.

Pioneer Energy reported a net loss of $155.14 million in 2015
following a net loss of $38.01 million in 2014.

As of Dec. 31, 2015, Pioneer had $829.77 million in total assets,
$487.13 million in total liabilities and $342.64 million in total
shareholders' equity.

                         *   *    *

As reported by the TCR on March 7, 2016, Moody's Investors Service,
on March 3, 2016, downgraded Pioneer Energy Services Corp.'s
Corporate Family Rating (CFR) to Caa3 from B2, Probability of
Default Rating (PDR) to Caa3-PD from B2-PD, and
senior unsecured notes to Ca from B3.

"The rating downgrades were driven by the material deterioration in
Pioneer Energy's credit metrics through 2015 and our expectation of
continued deterioration through 2016.  The demand outlook for
drilling and oilfield services is extremely weak, as witnessed by
the steep and continued drop in the US rig count" said Sreedhar
Kona, Moody's Vice President. "The negative outlook reflects the
deteriorating fundamentals of the services sector and the
likelihood of covenant breaches"

Pioneer Energy carries a "B+" corporate credit rating from Standard
& Poor's Ratings.


PULZE RESIDENTIAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pulze Residential Care Group, LLC
        300 S Highland Springs Ave, Ste 6C #244
        Banning, CA 92220

Case No.: 16-12559

Chapter 11 Petition Date: March 23, 2016

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

Judge: Hon. Mark D. Houle

Debtor's Counsel: Michael Avanesian, Esq.
                  AVANESIAN LAW FIRM
                  801 N. Brand Blvd., Suite #1130
                  Glendale, CA 91203
                  Tel: 818-276-2477
                  Fax: 818-208-4550
                  E-mail: michael@avanesianlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dierre L. Sibley, treasurer and
responsible person.

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


QUICKSILVER RESOURCES: Selling Colorado Property for $3.75-Mil.
---------------------------------------------------------------
Quicksilver Resources Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware for authorization to
sell real property free and clear of all liens, claims,
encumbrances and other interests.

The Debtors seek to sell all their rights, title and interest in
approximately 3,400 acres of unimproved property located in Routt
County, Colorado ("Colorado Property") to SBRJWM Ltd.

The Contract to Buy and Seal Real Estate executed between the
Debtors and SBRJWM Ltd. for the purchase of the property contain,
among others, the following terms:

     (a) Earnest Money Deposit: Within three business days after
the mutual execution of the Contract ("MEC"), the Buyer will make a
$100,000 Earnest Money deposit, which will be held in escrow.

     (b) Purchase Price: The purchase price for the Colorado
Property is $3,750,000 in cash.

     (c) Closing and Other Deadlines: The Closing Date is thirty
days after the MEC, at which time the Debtors will deliver the deed
to, and possession of, the Colorado Property to the Buyer.

     (d) Broker Compensation: The Agent is entitled to the Agent's
Fee which is set at a fixed 6% of the Purchase Price of the sale.

The Debtors contend that if authorized, the sale will liquidate one
of the few assets that will remain following the sale of
substantially all of their assets to BlueStone Natural Resources
II, LLC, provide additional cash for the Debtors' estates, and
eliminate any continued accrual of administrative expenses
associated with maintaining the Colorado Property.  The Debtors
believe that the sale of the Colorado Property is a prudent and
reasonable exercise of their business judgment, maximizes the value
of the Colorado Property, is in the best interest of their estates
and creditors, and should be approved.

                       Reservation of Rights

The Official Committee of Unsecured Creditors does not object to
the Debtors' proposed sale of the Colorado Property.  It expressly
reserves its right to request that any encumbered sale proceeds be
deposited into an escrow account pending resolution of how
unencumbered property will be distributed to unsecured creditors.

Quicksilver Resources Inc. and its affiliated debtors are
represented by:

          Paul N. Heath, Esq.
          Amanda R. Steele, Esq.
          Rachel L. Biblo, Esq.
          RICHARDS, LAYTON & FINGER, P.A.
          One Rodney Square
          920 North King Street
          Wilmington, DE 19801
          Telephone: (302)651-7700
          Facsimile: (302)651-7701
          E-mail: heath@rlf.com
                 steele@rlf.com
                 biblo@rlf.com

                 - and -

          Charles R. Gibbs, Esq.
          Sarah Link Schultz, Esq.
          Travis A. McRoberts, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          1700 Pacific Avenue, Suite 4100
          Dallas, TX 75201
          Telephone: (214)969-2800
          Facsimile: (214)969-4343
          E-mail: cgibbs@akingump.com
                 sschultz@akingump.com
                 tmcroberts@akingump.com

                 - and -

          Ashleigh L. Blaylock, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          Robert S. Strauss Building
          1333 New Hampshire Avenue, N.W.
          Washington, D.C. 20036-1564
          Telephone: (202)887-4000
          Facsimile: (202)887-4288

The Official Committee of Unsecured Creditors is represented by:

          Richard S. Cobb, Esq.
          Matthew B. McGuire, Esq.
          Joseph D. Wright, Esq.
          LANDIS RATH & COBB LLP
          919 Market Street, Suite 1800
          Wilmington, DE 19801
          Telephone: (302)467-4400
          Facsimile: (302)467-4450
          E-mail: cobb@lrclaw.com
                  mcguire@lrclaw.com
                  wright@lrclaw.com

                 - and -

          Andrew N. Rosenberg, Esq.
          Elizabeth R. McColm, Esq.
          Rachel E. Brennan, Esq.
          PAUL, WEISS, RIFKIND, WHARTON
          & GARRISON LLP
          1285 Avenue of the Americas
          New York, NY 10019
          Telephone: (212)373-3000
          Facsimile: (212)757-3990
          E-mail: arosenberg@paulweiss.com
                  emccolm@paulweiss.com
                  rbrennan@paulweiss.com

                    About Quicksilver Resources

Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and
production company engaged in the development and production of
long-lived natural gas and oil properties onshore North America.
Based in Fort Worth, Texas, the company claims to be a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999.

The Company has U.S. offices in Fort Worth, Texas; Glen Rose,
Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank,
Montana.  The Company's Canadian subsidiary, Quicksilver Resources
Canada Inc. is headquartered in Calgary, Alberta.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of
the Bankruptcy Code in Delaware.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP
in the U.S. and Bennett Jones in Canada.  Richards Layton & Finger,
P.A., is legal co-counsel in the Chapter 11 cases.  Houlihan Lokey
Capital, Inc., is serving as financial advisor.  Garden City Group
Inc. is the claims and noticing agent.

The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion
in total assets, $2.35 billion in total liabilities and a
stockholders' deficit of $1.14 billion.

The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.


SADLER CLINIC: Trustee Wins Partial Summary Judgment vs. LabCorp
----------------------------------------------------------------
Allison D. Byman, chapter 7 trustee, has moved for partial summary
judgment on her claims pursuant to Section 547 of the Bankruptcy
Code.  Defendant Laboratory Corporation of America Holdings
("LabCorp") has moved to strike Byman's solvency experts and has
moved for partial summary judgment on the Section 547 claims.

Byman commenced an adversary proceeding alleging that transfers of
$360,000.00 were avoidable pursuant to Sections 547, 548, and 550.
As discovery proceeded, Byman retained solvency experts and served
a copy of the expert report on LabCorp. LabCorp filed a motion to
strike Byman's solvency experts. Both Byman and LabCorp filed
motions for summary judgment based solely on the issue of
insolvency.

In a Memorandum Opinion dated March 9, 2016, which is available at
http://is.gd/RNPBMHfrom Leagle.com, Judge Marvin Isgur of the
United States Bankruptcy Court for the Southern District of Texas,
Houston Division, denied LabCorp's motion to strike and granted
Byman's motion for partial summary judgment.  All other summary
relief is denied. The Court also reserved for trial the affirmative
defenses LabCorp has raised.

The case is IN RE: SADLER CLINIC, PLLC, et al., Chapter 7,
Debtor(s), Case No. 12-34546.

The adversary proceeding is ALLISON D. BYMAN, TRUSTEE,
Plaintiff(s), v. LABORATORY CORPORATION OF AMERICA HOLDINGS,
Chapter 7, Defendant(s), Adversary No. 14-3229.

Allison D. Byman, Chapter 7 Trustee, Plaintiff, is represented by
Simon Richard Mayer, Esq. -- Hughes Watters & Askanase.

Laboratory Corporation Of America Holdings , Defendant, is
represented by Kimberly Anne Bartley, Esq. -- kbartley@ws-law.com
-- Waldron & Schneider, L.L.P., Richard A Simmons, Esq. --
rsimmons@ws-law.com --Waldron & Schneider LLP.

                  About Sadler Clinic PLLC

Sadler Clinic PLLC and Montgomery County Management Company, LLC
filed voluntary chapter 11 petitions for relief (Bankr. S.D. Tex.
Case Nos. 12-34546 and 12-34547) on June 15, 2012.  Bankruptcy
Judge Karen K. Brown oversaw the case.

The Debtors operate a multi specialty physician clinic known as
Sadler Clinic.  Sadler Clinic was founded in 1958 by Dr. Deane
Sadler, Dr. Irving Watson and Dr. Walter Wilkerson.  

The Debtors prepared a restructuring plan but was unable to obtain
support of a plan from Hospital Corporation of America.  The
Debtors intended for an orderly liquidation in filing for
bankruptcy.

Jason M. Rudd, Esq., and Kyung Shik Lee, Esq., at Diamond
McCarthy,
L.L.P., preside over the case.  

Montgomery County Management estimated $10 million to $50 million
in both assets and debts.  Sadler Clinic estimated $1 million to
$10 million in both assets and debts.

The petitions were signed by John T. Young, Jr., chief
restructuring officer.


SANTA CRUZ BERRY: Hearing on Cal Coastal K&M Bid Set for April 21
-----------------------------------------------------------------
Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation between
Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC,
regarding the scheduling of pending matters and mediation.

Pursuant to the stipulation:

   1. The hearing on the motion of Cal Coastal to condition the use
of cash collateral (Cal Coastal K&M Motion) is continued to April
21, 2016, at 10:30 a.m. (the Motion Hearing).  Any further papers
and evidence in support of the Cal Coastal K&M Motion are to be
filed and served 21 days prior to the motion hearing.  Any further
oppositions to the Cal Coastal K&M Motion are to be filed and
served 14 days prior to the motion hearing.  Any further replies to
the oppositions to the Cal Coastal K&M Motion are to be filed and
served seven days prior to the motion hearing.

   2. The hearing on secured creditor Tom Lange Company, Inc.'s
motion to dismiss or convert the case to one under Chapter 7 of the
Bankruptcy Code (TL Motion) is continued to the motion hearing.
Any further papers and evidence in support of the TL Motion are to
be filed and served 21 days prior to the motion hearing.  Any
further oppositions to the TL Motion are to be filed and served 14
days prior to the motion hearing.  Any further replies to the
oppositions to the TL Motion are to be
filed and served seven days prior to the motion hearing.

   3. The continued hearing on the Cal Coastal Claim Objection is
continued to June 2, 2016, at 10:30 a.m. (the Claim Objection
Hearing).  Discovery with respect to the Cal Coastal Claim
Objection is to be completed 24 days prior to the Claim Objection
Hearing.

   4. Notwithstanding the stipulation, each party reserves its
respective rights and remedies available under contract, at law or
in equity.

TLC in an amended motion, has withdrawn its request for the Court
to enter an order, in the alternative, converting the case SCBF to
a case under Chapter 7 of the Bankruptcy Code.  Accordingly, TLC
only requests the Court enter an order dismissing the SCBF case.

The TLC is represented by:

         William S. Brody, Esq.
         BUCHALTER NEMER
         1000 Wilshire Boulevard, Suite 1500
         Los Angeles, CA 90017
         Tel: (213) 891-0700
         Fax: (213) 896-0400
         E-mail: wbrody@buchalter.com

                and

         Joseph M. Welch, Esq.
         BUCHALTER NEMER A Professional Corporation
         18400 Von Karman Avenue, Suite 800
         Irvine, CA 92612-0514                  
         Tel: (949) 760-1121
         Fax: (949) 720-0182
         E-mail: jwelch@buchalter.com

            About Santa Cruz Berry Farming

Watsonville, California-based Santa Cruz Berry Farming grows
conventional and organic strawberries.  The privately owned company
was founded by and is currently managed by Fritz Koontz.  Seven
Seas Berry Sales, a division of the Tom Lange Co., is the sales
agent for the Company.

Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC,
commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos.
15-51771 and 15-51772) in San Jose, California, on May 25, 2015.

The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and
Associates, APC, in Costa Mesa, California, as counsel.

The Official Committee of Unsecured Creditors has retained Michael
A. Sweet, Esq., and Dale L. Bratton, Esq., at Fox Rothschild LLP,
as attorneys.


SARATOGA RESOURCES: Court Extends Exclusivity Thru May 2016
-----------------------------------------------------------
The U.S. Bankruptcy Court approved Saratoga Resources' motion to
extend the exclusive period during which the Company can file a
Chapter 11 plan and solicit acceptances thereof through and
including March 16, 2016 and May 16, 2016, respectively,
BankruptcyData reported.

BankruptcyData earlier reported that Saratoga Resources filed a
motion with the Court, seeking to extend its exclusive periods
through and including April 15, 2016 and June 15, 2016,
respectively.

Energy Reserves Group II, meanwhile, has asked the Court to convert
Saratoga Resources' Chapter 11 cases to liquidation under Chapter
7.

                     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: Fairholme Capital Has 24.2% Stake as of March 17
----------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, Fairholme Capital Management, L.L.C. reported that as
of March 17, 2016, it beneficially owns 25,792,248 common shares of
Sears Holdings Corporation representing 24.2 percent of the shares
outstanding.

Bruce R. Berkowitz also disclosed beneficial ownership of
26,705,248 common shares.  He controls the sole member of
Fairholme, an investment management firm that serves as the general
partner, managing member and investment adviser to several
investment funds, both public and private, including the Fairholme
Funds, Inc. and separately managed accounts.

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

                      http://is.gd/39lmRo
  
                           About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.12 billion on $25.14
billion of revenues for the year ended Jan. 30, 2016, compared to a
net loss of $1.81 billion on $31.19 billion of revenues for the
year ended Jan. 31, 2015.  As of Jan. 30, 2016, Sears Holdings had
$11.33 billion in total assets, $13.29 billion in total liabilities
and a total deficit of $1.95 billion.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEMGROUP CORP: S&P Affirms 'B+' CCR & Revises Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit on SemGroup Corp. and revised the outlook to negative from
stable.

S&P affirmed the 'B+' issue-level rating on the $350 million senior
unsecured notes due 2021.  The recovery rating on this debt remains
'4', indicating that lenders can expect average (30% to 50%; upper
half of the range) recovery of principal if a payment default
occurs.  S&P also affirmed the 'BB' issue-level rating on the
company's senior secured revolving credit facility.  The recovery
on this debt remains '1', indicating expectations for very high
(90% to 100%) recovery.

At the same time, S&P affirmed the 'B+' corporate credit rating on
Rose Rock Midstream L.P. and revised the outlook to negative from
stable.

S&P affirmed the 'B' issue-level rating on the senior unsecured
notes.  The recovery rating on this debt is '5', indicating
expectations for modest (10% to 30%; upper half of the range)
recovery of principal if a payment default occurs.  S&P also
affirmed the 'BB' issue-level rating on the company's senior
secured revolving credit facility.  The recovery rating on this
debt is '1', indicating expectations for very high (90% to 100%)
recovery in a default.

"The outlook revision on both entities reflects our view that the
sustained weakness in commodity prices will lead to increased
adjusted debt leverage over the next 12 to 24 months," said
Standard & Poor's credit analyst Mike Llanos.  The driver for
SemGroup's notable increase in consolidated leverage is due to its
large capital spending program in 2016.  With limited access to the
capital markets due to its elevated cost of capital, S&P expects
SemGroup to rely heavily on its revolving credit facility to
finance its capital spending program.  The construction costs
related to the Maurepas project encompass the majority of
SemGroup's capital spending.  Offsetting the near-term risks
related to the year-over-year increase in debt leverage is the fact
that the project's cash flows are supported by long-term
take-or-pay revenues and start to benefit the company's cash flow
by year end.  Further pressuring SemGroup's credit measures are
cash flows exposed to weak counterparties because roughly 30% of
total revenues come from speculative-grade rated customers.
Although nonpayment is always a risk when dealing with weaker
counterparties, S&P is acutely focused on these counterparties'
ability to maintain sufficient liquidity such that they will be
able to meet their future contractual obligations.  In S&P's view,
the SemGas business segment is highly exposed to counterparties in
the 'CCC' rating category and volumetric risk during this period of
weak commodity prices.

The negative outlook on Rose Rock reflects S&P's view that
stand-alone leverage will be in the mid-4x area and could
deteriorate further in 2017 as interruptible volumes decline due to
increased competition and weak commodity prices.  Of further note,
the unit price's distribution yield of about 20% in S&P's view is
unsustainable and makes issuing public equity difficult.  However,
offsetting these challenges, S&P recognizes that roughly 65% of the
partnership's total cash flows are take-or-pay and provide a base
level of cash flow visibility despite weak commodity prices.

The negative outlook reflects S&P's expectation that SemGroup's
consolidated adjusted debt leverage will increase significantly to
the 4.5x to 5x range as it relies on the revolving credit facility
to finance the remainder of the Maurepas project.  Offsetting the
near-term increase in leverage is the fact that Maurepas cash flows
are backed by long-term take-or-pay agreements.

                         SemGroup Corp.

S&P could lower its rating on SemGroup if consolidated leverage
exceeds 5x on a sustained basis.  This could occur if cash flows
from weak counterparties are significantly curtailed and not
replaced.

S&P could revise the rating outlook to stable if the company can
sustain adjusted leverage below 4.5x or if it can successfully
increase its scale and diversity.

                      Rose Rock Midstream L.P.

The negative rating outlook on the partnership reflects S&P's view
that adjusted debt leverage will be in the mid-4x area and could
deteriorate further in 2017 due to weak commodity prices and a
distribution yield that in in S&P's view is unsustainable over the
long term.

S&P could lower the ratings if adjusted debt to EBITDA consistently
exceeds 5x, which could result from volumetric declines, if
counterparties can't meet their contractual agreements, or if
liquidity becomes constrained.

S&P could revise the outlook to stable if it expects the
partnership's adjusted leverage to remain below 4.5x in 2017.  This
could occur if the partnership successfully adds additional
contracts, successfully implements cost-cutting initiatives, and
improves the distribution coverage ratio to reasonably above 1x.


SFS LTD: Seeks to Convert Cases to Ch. 7 Liquidation
----------------------------------------------------
Simply Fashion Stores, Ltd. and Adinath Corp. seek the entry of an
order converting their Chapter 11 cases to cases under Chapter 7 of
the Bankruptcy Code.

The Debtors explained that they have ceased operations and
liquidated substantially all of their assets.  Thus, the Debtors
have no operating business to rehabilitate and the Debtors believe
that a Chapter 7 trustee could oversee the collection of the
remaining assets in these estates.

In addition, JNS INVT does not intend to extend the Debtors' use of
cash collateral past Feb. 29, 2016.  In order to conserve the
remaining funds in the Debtors' estates, the Debtors believe that
conversion from chapter 11 to chapter 7 will inure to the benefit
of the Debtors' creditors and all other parties in interest in
these cases.  Under the particular facts of these cases, the
Debtors do not wish to become involved in a cash collateral fight
because the Debtors' liquidity does not justify doing so.

Equally important, the Debtors have sought to broker for months a
negotiated settlement between the Committee and the defendants in a
pending adversary proceeding.  The Debtors believe that a
reasonable settlement is possible, and compared with protracted
litigation, a settlement would be the best outcome for all of the
parties in interest in the Debtors' cases. Not only would a
settlement pave the way for a confirmable liquidating plan that
could provide a distribution on the allowed claims of the general
unsecured creditors, a settlement would also avoid the estates
being burdened with additional, significant administrative expenses
in the form of potentially hundreds of thousands of dollars in
additional legal and professional fees which may be incurred on the
part of the Committee in having to pursue the Adversary Proceeding.


Unfortunately, the settlement negotiations between the Committee
and the defendants in the Adversary Proceeding have reached an
impasse which, in the Debtors' reasonable judgment, is
insurmountable.  As such, the Debtors submit that it would be in
the interests of all of the parties in the Debtors' cases to stop
the accrual of chapter 11 administrative expenses and permit a
chapter 7 trustee to be appointed as soon as possible to pursue the
estates' causes of action against the defendants in the Adversary
Proceeding, perhaps, on a contingency basis, as well as to pursue
the preference claims under Sec. 547 of the Bankruptcy Code against
the entities which received avoidable transfers.

                   About Simply Fashion Stores

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885).  The cases are under the Honorable Laurel M.
Isicoff.

The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.

The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.

On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.

                           *     *     *

On Aug. 20, 2015, the Court entered an order authorizing the
Debtors to sell their intellectual property assets.  Pursuant to
Section 5.1(b) of the Asset Purchase Agreement, the Debtors have
changed the legal name of "Simply Fashion Stores, Ltd." to "SFS,
Ltd."  The Court on March 2, 2016, entered an order granting the
Debtors a limited exclusivity extension.  The period within which
only the Debtors may file a plan is extended, through and including
April 11, 2016.  The period within which the Debtors may solicit
acceptances of a plan is extended through and including June 10,
2016.


SFX ENTERTAINMENT: Court Allows $87.6-Mil. DIP Facility
-------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware entered a final order authorizing SFX Entertainment
Inc. and its affiliated debtors to obtain senior secured priming
superpriority postpetition financing from Wilmington Savings Fund
Society, FSB, as administrative and collateral agent, and various
lenders.

Judge Walrath authorized the Debtors to obtain a new money senior
secure priming superpriority multiple-draw term loan facility,
providing for the borrowing of term loans in accordance with an
Approved Budget, in an aggregate maximum principal amount not to
exceed $87.6 million, which consists of Tranche A DIP Loans in an
amount not to exceed $30 million and Tranche B DIP Loans in an
amount not to exceed $57.6 million.

The Debtors were authorized to use the proceeds of the DIP
Facility, solely:

     (i) for the indefeasible payment in full of the First Lien
Obligations in the aggregate amount of $33,241,667;

    (ii) for the payment of prepetition amounts acceptable to the
DIP Lenders as authorized by the Court pursuant to orders approving
the first day motions filed by the Debtors;

   (iii) in accordance with the terms of the DIP Loan Documents and
the Court's Final Order (a) for general corporate and working
capital purposes in the ordinary course of business, (b) for costs
and expenses of administration of the Chapter 11 Cases, and (c) for
the payment of restructuring costs in connection with the Chapter
11 Cases;

    (iv) to make adequate protection payments; and

     (v) for the payment of the fees, costs and expenses related to
the DIP Facility and the Agency Fee Letter.

A full-text copy of the Final Order dated March 8, 2016, is
available at http://is.gd/ZqFUuO

                         Committee Objection

The Official Committee of Unsecured Creditors filed an objection to
the proposed DIP financing.  The Committee says it should have at
least 90 days from the date of its formation to challenge the First
Lien Loan, the Second Lien Notes, and the Foreign Loans. With
respect to any Challenge Period for the Second Lien Noteholders,
the Committee said a proposed investigative budget of $25,000 is
far too small an amount for the Committee to adequately investigate
any claims against the Second Lien Noteholders and Initial Foreign
Loan Lenders.  The Committee also argued that:

   * The Restructuring Support Agreement milestones should not be
approved.

   * The DIP Liens should not attach to certain assets.

   * The releases are too broad.

   * The foreign loans should not be rolled up as a DIP
obligation.

   * The meager $278,000 allocated for the Committee's
professionals during the thirteen-week budget period is
inadequate.

   * The Sec. 506(c) surcharge waiver is objectionable.

The Final Order provides that the Committee can commence a
contested matter or adversary proceeding (each, a "Challenge")
against the released parties no later than the earlier of the date
that is (x) 90 days after the Committee's formation, and the (y)
the commencement of a hearing for the Court to consider approval of
a disclosure statement.  The Final Order also provides that the
Committee can use up to $100,000 of the DIP Collateral to
investigate and/or liens of the First Lien Agent and the First Lien
Lenders.

The Official Committee of Unsecured Creditors is represented by:

         Bradford J. Sandler, Esq.
         Debra I. Grassgreen, Esq.
         Joshua M. Fried, Esq.
         Colin R. Robinson, Esq.
         GREENBERG TRAURIG, LLP
         919 North Market Street, 17th Floor
         Wilmington, DE 19801
         Telephone: (302)652-4100
         Facsimile: (302)652-4400
         E-mail: bsandler@pszjlaw.com
                 dgrassgreen@pszjlaw.com
                 jfried@pszjlaw.com
                 crobinson@pszjlaw.com

                   About SFX Entertainment, Inc.

Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively
on electronic music culture.

SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016.  The petitions were signed by Michael
Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.

Greenberg Traurig, LLP serves as the Debtors' counsel.   Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.  

Judge Mary F. Walrath is assigned to the case.


SFX ENTERTAINMENT: Proposes Fame House Bid Procedures
-----------------------------------------------------
SFX Entertainment, Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
proposed bidding procedures relating to the sale of substantially
all of the assets of their Fame House Business.

Fame House, LLC, was founded in 2011 as a digital marketing agency
that serves the entertainment industry, producing online marketing
campaigns for high- profile artists in the music industry.

The Debtors relate that while Fame House is successful on many
levels, it no longer viewed by the Debtors as core to their
platform on a go forward basis. The Debtors further relate that in
connection with obtaining debtor-in-possession financing, the
Debtors agreed to sell certain non-core assets, including the Fame
House Asset, through a sale under section 363 of the Bankruptcy
Code.

The key Fame House Assets are Fame House's (i) relationship with
its employees, approximately 40, and related trade secrets and
expertise, and (ii) client relationships.

The proposed Bidding Procedures contain, among others, the
following terms:

     (a) Bid Deadline: March 28, 2016, no later than 12:00 p.m.
     (b) Auction: March 31, 2016 at 11:00 a.m.
     (c) Sale Hearing: April 5, 2016 at 10:30 a.m.

SFX Entertainment, Inc., and its affiliated debtors are represented
by:

          Dennis A. Meloro, Esq.
          GREENBERG TRAURIG, LLP
          1007 North Orange Street, Suite 1200
          Wilmington, DE 19801
          Telephone: (302)661-7000
          Facsimile: (302)661-7360
          E-mail: melorod@gtlaw.com

                - and -

          Nancy A. Mitchell, Esq.
          Maria J. DiConza, Esq.
          Nathan A. Haynes, Esq.
          GREENBERG TRAURIG, LLP
          200 Park Avenue
          New York, NY 10166
          Telephone: (212)801-9200
          Facsimile: (212)801-6400
          E-mail: mitchelln@gtlaw.com
                 diconzam@gtlaw.com
                 haynesn@gtlaw.com

                  About SFX Entertainment, Inc.

Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively on electronic music culture.

SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016.  The petitions were signed by Michael
Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.

Greenberg Traurig, LLP serves as the Debtors' counsel.   Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.  

Judge Mary F. Walrath is assigned to the case.


SFX ENTERTAINMENT: Seeks Approval of Non-Core Units' KEIP and KERP
------------------------------------------------------------------
SFX Entertainment, Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the Bankruptcy Court for the District of
Delaware to approve the implementation of their Key Employee
Incentive Plan and Key Employee Retention Plan, in connection with
the sale of non-core business units.

The NCU KEIP contains, among others, these terms:

   (a) Eligibility and Performance Objectives:

         (i) One or more businesses of the Debtors may be
designated by the Special Committee as a Non-Core Unit held for
sale (an "NCU").

        (ii) Upon designation of a business unit as an NCU, the CRO
may, in his discretion and in consultation with the Special
Committee, designate officers and employees of such NCU as eligible
to participate in the KEIP applicable only to NCUs (the "NCU
KEIP").  All employees who are deemed eligible to participate in
the NCU KEIP are defined as "NCU KEIP Participants."

       (iii) The CRO may, in his discretion and in consultation
with the Special Committee, establish minimum hurdle rates in
respect of the sale of any NCU such that an NCU KEIP Payment may
only be earned if sale proceeds from the disposition of such NCU
exceed a specific dollar threshold.

        (iv) Except as approved by the CRO in consultation with the
Special Committee, to the extent an executive or employee of an NCU
participates as a potential purchaser in connection with the sale
process for such NCU, such executive or employee shall be
ineligible to receive an NCU KEIP Payment.

         (v) An NCU KEIP Participant shall be entitled to NCU KEIP
Payments only in the event that (1) such NCU KEIP Participant
participates in good faith in the sale process to the satisfaction
of the CRO to maximize value for the Debtors' estates, (2) an NCU
KEIP Participant remains employed through the closing of a sale of
their NCU, and (3) the gross purchase price for their NCU meets any
minimum hurdle rate for such NCU established by the CRO in
consultation with the Special Committee ((1) through (3) together,
the "Performance Objectives").

   (b) Performance Period:  The term "Performance Period" as to an
individual NCU KEIP Participant shall mean the period that begins
on the commencement of the sale process in respect of such
executive or employee's NCU and will continue until consummation of
the sale of such NCU.

   (c) Bonus:

         (i) An amount up to 5% of the gross sale proceeds
associated with the sale of each NCU shall be available for the CRO
to utilize to make payments to NCU KEIP Participants (an "NCU KEIP
Payment") in connection with the NCU KEIP.  In respect of the sale
of each NCU, the CRO may allocate the applicable pool of sale
proceeds among the designated NCU KEIP Participants in his sole
discretion, and only to the extent such NCU KEIP Participants have
met the Performance Objectives during the Performance Period in
respect of the applicable NCU.

        (ii) In no event shall any NCU KEIP Participant receive NCU
KEIP Payments in an amount in excess of $250,000 under the NCU
KEIP.

       (iii) NCU KEIP Payments will not exceed $400,000 per NCU
sale, provided however if KEIP Payments utilized in respect of a
particular NCU sale do not reach this cap, the CRO may, in
consultation with the Special Committee, apply the balance of such
funds to KEIP Payments in respect of the sale of another NCU,
subject to the $400,000 per NCU cap and the $250,000 individual cap
set forth in subsection (c)(ii), above, and notwithstanding the 5%
sale proceeds limitations of subsection (c)(i), above.

        (iv) The aggregate NCU KEIP Payments to be paid under the
NCU KEIP shall not exceed $2.2 million without further order of the
Court.

The Debtors relate that they worked with their advisors to develop
the terms of the NCU KEIP and to establish a structure for
incentives designed to motivate NCU KEIP Participants to help the
Debtors achieve certain important business objectives that will
facilitate a timely and successful sale of the Debtors' NCUs,
including substantially all of the assets of Debtor Beatport, LLC
and the Fame House business of Debtor SFX Marketing LLC.  The
Debtors further relate that incentivizing the NCU KERP Participants
is critical in order to ensure that these key members of the NCUs
continue in their efforts to successfully maximize value for the
benefit of all of the Debtors' stakeholders.

The Debtors contend that the NCU KEIP Payments will not exceed
$400,000 per NCU sale, and no more than $250,000 per individual.
The Debtors further contend that the aggregate cap will be $2.2
million, consistent with the $2.2 million median maximum identified
in the comparable KEIPs, which creates certainty with respect to
the total amount of NCU KEIP Payments and brings the NCU KEIP
within the range of market standards.

                   Non-Core Business Units KERP

The proposed NCU KERP contains, among others, the following terms:

   (a) Eligibility and Performance Objectives:

        (i) Those individual non-insider employees of NCUs as may
be designated by the Debtors' CRO in his discretion, in
consultation with the Special Committee. All employees who are
deemed eligible to participate in the NCU KERP are defined as "NCU
KERP Participants" (and, collectively with the NCU KEIP
Participants, the "Participants").

        (ii) The CRO may, in his discretion and in consultation
with the Special Committee, establish minimum hurdle rates in
respect of the sale of any NCU such that an NCU KERP Payment may
only be earned if sale proceeds from the disposition of such NCU
exceed a specific dollar threshold.

       (iii) Except as approved by the CRO in consultation with the
Special Committee, to the extent a non-insider employee of an NCU
participates as a potential purchaser in connection with the sale
process for such NCU, such employee shall be ineligible to receive
an NCU KERP Payment.

        (iv) An NCU KERP Participant shall be entitled to NCU KERP
Payments only in the event that (a) such NCU KERP Participant
participates in good faith in the sale process to the satisfaction
of the CRO to maximize value for the Debtors' estates, (b) an NCU
KERP Participant remains employed through the closing of a sale of
their NCU, and (c) the gross purchase price for their NCU meets any
minimum hurdle rate for such NCU established by the CRO in
consultation with the Special Committee ((a) through (c) together,
the "Performance Objectives").

   (b) Performance Period: The term "Performance Period" as to an
individual NCU KERP Participant shall mean the period that begins
on the commencement of the sale process in respect of such
employee's NCU and will continue until consummation of the sale of
such NCU.

   (c) Bonus: The bonus payable to any individual NCU KERP
Participant (an "NCU KERP Payment") upon achievement of the closing
of the sale of a particular NCU shall be in an amount determined by
the CRO. Bonus payments made to NCU KERP Participants in respect of
the sale of an NCU shall not exceed $150,000 in the aggregate per
NCU sold, except as otherwise provided herein. Bonus payments to
individual NCU KERP Participants shall be contingent on a
determination by the CRO, in his sole discretion, that an
individual NCU KERP Participant has satisfied the Performance
Objectives during the Performance Period in respect of the
applicable NCU being sold.

   (d) Maximum Aggregate Payment Amount: The aggregate amount that
will be paid to any individual NCU KERP Participant is $40,000.

The Debtors seek to implement the NCU KERP for certain individual
non-insider employees, in order to ensure that the Debtors do not
suffer significant and costly turnover of key employees during the
Debtors' efforts to sell certain of their NCUs.  The Debtors
contend that the loss of the NCU KERP Participants would hamper the
Debtors' ability to conduct sales of the NCUs expected to be sold
in these Chapter 11 cases.

The Debtors anticipate that the aggregate cost of the NCU KERP will
not exceed $750,000, which is more than 25% below the median
aggregate cost of KERPs approved for similarly situated companies.

SFX Entertainment and its affiliated debtors are represented by:

          Dennis A. Meloro, Esq.
          GREENBERG TRAURIG, LLP
          1007 North Orange Street, Suite 1200
          Wilmington, DE 19801
          Telephone: (302)661-7000
          Facsimile: (302)661-7360
          E-mail: melorod@gtlaw.com

                 - and -

          Nancy A. Mitchell, Esq.
          Maria J. DiConza, Esq.
          Nathan A. Haynes, Esq.
          GREENBERG TRAURIG, LLP
          200 Park Avenue
          New York, NY 10166
          Telephone: (212)801-9200
          Facsimile: (212)801-6400
          E-mail: mitchelln@gtlaw.com
                  diconzam@gtlaw.com
                  haynesn@gtlaw.com

                      About SFX Entertainment

Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively on electronic music culture.

SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016.  The petitions were signed by Michael
Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.

Greenberg Traurig, LLP serves as the Debtors' counsel.   Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.  

Judge Mary F. Walrath is assigned to the case.


SFX ENTERTAINMENT: Wants Beatport Sale Bid Procedures Approved
--------------------------------------------------------------
SFX Entertainment, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
proposed Bidding Procedures relating to the sale of substantially
all of the assets of Debtor Beatport, LLC.

Beatport, LLC was founded in 2004 as an online music store for Djs.
It was purchased by the Debtors on February 25, 2013.

The Debtors contend that they made significant financial
investments in Beatport and that while the Beatport Assets are
valuable to their enterprise, the Debtors cannot afford to make
additional investments in Beatport as may be needed in the future,
and therefore, have decided to sell the Beatport Assets.

The proposed Bidding Procedures contains, among others, the
following relevant terms:

     (a) Bid Deadline: April 28, 2016, no later than 12:00 p.m.

     (b) Auction: May 3, 2016

     (c) Sale Hearing: May 5, 2016 at 12:00 p.m.

     (d) "As Is, Where Is": The sale of the Beatport Assets shall
be on an "as is, where is" basis and without representations or
warranties of any kind, nature or description by the Debtors, their
agents or their estates except to the extent set forth in the Final
Purchase Agreement as approved by the Bankruptcy Court.

SFX Entertainment, Inc., and its affiliated debtors are represented
by:

          Dennis A. Meloro, Esq.
          GREENBERG TRAURIG, LLP
          1007 North Orange Street, Suite 1200
          Wilmington, DE 19801
          Telephone: (302)661-7000
          Facsimile: (302)661-7360
          E-mail: melorod@gtlaw.com

                - and -

          Nancy A. Mitchell, Esq.
          Maria J. DiConza, Esq.
          Nathan A. Haynes, Esq.
          GREENBERG TRAURIG, LLP
          200 Park Avenue
          New York, NY 10166
          Telephone: (212)801-9200
          Facsimile: (212)801-6400
          E-mail: mitchelln@gtlaw.com
                  diconzam@gtlaw.com
                  haynesn@gtlaw.com

                   About SFX Entertainment, Inc.

Headquartered in New York, New York, SFX Entertainment, with
approximately $312 million in pro-forma revenues, is a producer of
live events and media and entertainment content focused
exclusively on electronic music culture.

SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to
16-10281) on Feb. 1, 2016.  The petitions were signed by Michael
Katzenstein as chief restructuring officer.

The Debtors disclosed total assets of $661.6 million and total
debts of $490.2 million.

Greenberg Traurig, LLP serves as the Debtors' counsel.   Kurtzman
Carson Consultants LLC acts as the Debtors' claims and noticing
agent.  

Judge Mary F. Walrath is assigned to the case.


SIGNODE INDUSTRIAL: S&P Raises Rating on Sr. Unsec. Debt to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating on
Signode Industrial Group Lux S.A.'s senior unsecured debt to 'B-'
from 'CCC+', which is one notch below S&P's corporate credit rating
on the company.

At the same time, S&P revised its recovery rating on the company's
unsecured debt to '5' from '6'.  The '5' recovery rating indicates
S&P's expectations of modest (10%-30%; upper half of the range)
recovery in the event of a payment default.

All of S&P's other ratings on Signode Industrial Group Lux S.A.
remain unchanged.

S&P revised its recovery rating on Signode's unsecured debt to
reflect the improved recovery prospects following the company's
meaningful voluntary debt repayments on its secured debt.  The
reduction in the company's outstanding senior secured debt means
that the level of deficiency claims that are pari passu with the
unsecured claims in S&P's recovery analysis would be significantly
lower, improving the recovery prospects for the company's unsecured
debt.  Signode reduced its outstanding debt by roughly $200 million
in 2015.

RATINGS LIST

Signode Industrial Group Lux S.A.
Corporate Credit Rating           B/Stable/--

Upgraded; Recovery Rating Revised
                                   To          From
Signode Industrial Group Lux S.A.
Senior Unsecured                  B-          CCC+
  Recovery Rating                  5H          6


STANDARD REGISTER: Time to Remove Actions Extended to Aug. 3
------------------------------------------------------------
Judge Brendan L. Shannon entered a fourth order extending the
period within which SRC Liquidation Company, et al., may remove
actions pursuant to 28 U.S.C. Sec. 1452.  Pursuant to the order,
the time period provided by Bankruptcy Rule 9027 within which the
Debtors may file notices of removal of claims and causes of action
is enlarged and extended through and including Aug. 3, 2016.

                    About Standard Register

Standard Register provided market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare, financial
services, manufacturing and retail markets.  The Company had
operations in all U.S. states and Puerto Rico, and had 3,500
full-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L. Shannon
and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.

                           *     *     *

Assets of Standard Register and its affiliates were sold to Taylor
Corp., a privately held company.  The sale to Taylor closed on July
31, 2015.

SRC Liquidation Company, f/k/a The Standard Register Company, and
its affiliated debtors on Nov. 19, 2015, won confirmation of their
Second Amended Chapter 11 Plan of Liquidation.  The Effective Date
of the Plan occurred on Dec. 18, 2015.  The Plan proposes to pay 1%
of the allowed claims of general unsecured creditors.


SUBURBAN PROPANE: S&P Affirms 'BB-' Rating on Sr. Unsec. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' issue-level
rating on Suburban Propane Partners L.P.'s senior unsecured notes
following the company's upsize to its revolving credit facility to
$500 million from $400 million (the revolving credit facility is
unrated).  At the same time, S&P has updated its recovery
expectations for the senior unsecured notes.  S&P's recovery rating
on the senior unsecured debt remains '4', indicating expectations
of average recovery in the event of a payment default.  However,
S&P now expects recovery to be in the lower end of the 30% to 50%
range.

The corporate credit rating on Suburban Propane Partners L.P. is
'BB-' and the outlook is stable.

RATINGS LIST

Suburban Propane Partners L.P.
Corporate Credit Rating                   BB-/Stable/--

Ratings Affirmed; Recovery Rating Revised
                                          To        From
Suburban Propane Partners L.P.
Suburban Energy Finance Corp.
Senior Unsecured Notes                   BB-       BB-
   Recovery Rating                        4L        4H


SURGERY CENTER: Moody's Assigns Caa2 Rating on $400MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Surgery Center
Holdings, Inc.'s proposed $400 million senior notes offering.  At
the same time, Moody's affirmed Surgery Partners' B3 Corporate
Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's also affirmed the company's B2 senior secured
first lien credit facilities ratings and Caa2 senior secured second
lien term loan rating.  Outlook is positive.

Proceeds from the notes will be used to repay $125 million of
outstanding revolver balance, $247 million second lien term loan
and cover transaction fees and expenses.  Upon completion of the
notes offering Moody's will withdraw its Caa2 senior secured second
lien term loan rating.

Following is a summary of Moody's ratings actions for Surgery
Center Holdings, Inc.:

Rating assigned:
  $400 million senior unsecured notes due 2021 at Caa2

Ratings affirmed:
  Corporate Family Rating at B3
  Probability of Default Rating at B3-PD
  Senior secured revolver expiring 2019 at B2 (LGD 3)
  Senior secured first lien term loan due 2020 at B2 (LGD 3)
  Senior secured second lien term loan due 2021 at Caa2 (LGD 5)
   (To be withdrawn upon close)
  Speculative Grade Liquidity Rating of SGL-2

                         RATING RATIONALE

The B3 Corporate Family Rating reflects Surgery Partners' high
financial leverage and the company's aggressive acquisition
strategy.  In addition, the rating is constrained by high
underemployment rate and increasing healthcare expense burden on
patients that could temper procedure volumes in the year ahead.  In
addition, the potential for rate compression from government
sponsored programs (mostly Medicare) and commercial payors over the
longer-term remains a concern.

The rating benefits from the favorable long-term growth prospects
for the sector, as many patients and payors prefer the outpatient
environment (primarily due to lower cost and better outcomes) for
certain specialty procedures.

The positive outlook reflects Moody's expectation that credit
metrics will continue to improve through earnings growth from
existing businesses as well as acquisitions, while future
acquisitions will be funded primarily with free cash flow.

If over time Surgery Partners can effectively manage the
integration of Symbion without financial or operational disruption,
while maintaining good liquidity, the rating could be upgraded.
More specifically, for a rating upgrade to occur given the
company's size and financial leverage, debt to EBITDA would have to
be around 6 times.

The rating could be downgraded if pricing or volumes weaken such
that financial performance is impacted, resulting in deterioration
in credit metrics.  The rating could also be downgraded if
liquidity deteriorates or if the company's free cash flow turns
negative.

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

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.  Surgery Partners' is 56% owned by
H.I.G. Capital LLC. and listed on the NASDAQ.



TALEN ENERGY: Moody's Lowers CFR to Ba3, Outlook Stable
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of Talen Energy
Supply, LLC, including its corporate family rating to Ba3 from Ba2
and its probability of default (PD) to Ba3-PD from Ba2-PD.  Talen's
speculative grade liquidity rating (SGL) was affirmed at SGL-2. The
outlook is stable.  The rating action follows our assessment of the
US merchant power sector in the wake of a sustained period of low
commodity prices, including natural gas and electricity.

                         RATINGS RATIONALE

"The downgrade is prompted by a sustained decline in natural gas
prices which continues to depress wholesale electricity margins",
said Laura Schumacher, Vice President -- Senior Credit Officer.
"Although the majority of Talen's assets are located in markets
that benefit from capacity payments, and where power prices have
not declined as much as gas prices, the company is nevertheless
experiencing margin compression which is likely to continue in the
current environment.  Over the next few years, we expect Talen's
financial profile to remain adequate with an estimated ratio of
cash flow, adjusted for maintenance capital and nuclear fuel, to
debt of approximately 5%."

Talen's Ba3 CFR recognizes its relatively conservative capital
structure which results in our expectation that the company will
generate cash flow from operations excluding changes in working
capital (CFO pre-WC) to debt metrics in the mid-teens.  However,
Moody's estimates this metric could move below 10% if the upward
trajectory implied by today's commodity price curves does not
materialize.  In addition, given the relatively non-discretionary
nature of Talen's ongoing capital expenditures, which includes
approximately $100 million per year for nuclear fuel, Moody's
estimates the company's ongoing ratio of free cash flow to debt to
be in the range of 5%.  This ratio is comparable to other
independent merchant generating companies NRG Energy, Inc. and
Calpine Corporation.

Natural gas prices in the United States are at historic lows; after
declining sharply to the $3/MMBtu range near the end of 2014, the
downward slide continued with current pricing under $2/MMBtu in
most markets.  Forward curves remain upward sloping, with prices
returning above $2/MMBtu in 2016; however, most indications remain
below $3/MMBtu for the foreseeable future. Moody's is currently
assuming average pricing of $2.25/MMBtu in 2016 and $2.50 MMBtu in
2017.  While low natural gas prices do not necessarily translate
directly into lower power prices, particularly in the PJM
Interconnection (PJM, Aa3 stable) where there are delivery
constraints and a meaningful amount of power is still produced by
coal-fired generating plants, they do tend to move together.
Currently, prices for wholesale power in PJM, where most of Talen's
assets are located, are also at or near historic lows.

The majority of Talen's approximately 16 GW of assets are located
in markets that benefit from capacity revenues determined on the
basis of three year forward auctions including PJM (70%) and the
New England ISO (3%), while another 6% of the portfolio receives
capacity revenue determined on a short-term basis from the New York
ISO.  As a result, Moody's estimates approximately one third of
Talen's gross margins over the next two years are insulated from
the impacts of sustained low prices for natural gas and wholesale
power.  On the other hand, Talen's PJM portfolio is heavily
weighted toward coal and nuclear assets, which as a result of their
higher fixed cost structure, are more susceptible to reductions in
energy prices.

                         Liquidity Profile

Talen's liquidity profile remains strong and, based on current
commodities curves, the company is expected to be free cash flow
positive in both 2016 and 2017.  Asset sale proceeds of
approximately $1.5 billion from the sale of the Ironwood project
($657 million received in February 2016), and the Holtwood and Lake
Wallenpaupack hydroelectric generating facilities ($860 million
expected to close near the end of first quater of 2016) have also
contributed significantly to Talen's liquidity.  Proceeds from
these transactions enabled Talen to repay $500 million previously
drawn on its revolving credit agreement to fund the 2015
acquisition of MACH Gen, LLC, and will provide for the repayment of
approximately $350 million of debt coming due in May 2016.  Talen's
$1.85 billion revolving credit facility is currently undrawn save
for approximately $160 million of letter of credit usage.  There is
also about $1.2 billion available under Talen's secured trading
facility which is available for collateral posting.

                          Rating Outlook

Talen's stable rating outlook reflects the benefits of modest
leverage, the relative strength of the markets in which it
operates, and the benefits of asset diversification.  The stable
outlook also considers our view that, beyond 2016, prices for
natural gas and wholesale power are likely to begin to trend
modestly upward.

What Could Change the Rating - Up

Considering the recent downgrade, it is not likely the rating would
move upward over the next 12-18 months.

What Could Change the Rating - Down

To the extent there is additional downward pressure on commodity
prices, if leverage is not reduced as anticipated, or longer term,
if financial markets remain exceedingly challenging for the sector,
there could be downward pressure on the ratings.

Talen is an independent power producer with about 16 GW of
generating capacity.  Talen Energy Corp., headquartered in
Allentown, PA, is a publicly-listed holding company that owns 100%
of Talen and conducts all its business activities through Talen.

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

Downgrades:

Issuer: Pennsylvania Economic Dev. Fin. Auth.
  Senior Unsecured Revenue Bonds, Downgraded to B1 (LGD4) from Ba3

   (LGD4)

Issuer: Talen Energy Supply, LLC
  Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD
  Corporate Family Rating, Downgraded to Ba3 from Ba2
  Senior Secured Bank Credit Facility, Downgraded to Baa3 (LGD1)
   from Baa2 (LGD2)
  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4)

   from Ba3 (LGD4)

Outlook Actions:

Issuer: Talen Energy Supply, LLC
  Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Talen Energy Supply, LLC
  Speculative Grade Liquidity Rating, Affirmed SGL-2


TEMPNOLOGY: Coolcore Acquires IP Assets
---------------------------------------
Coolcore LLC (DBA Coolcore), the global leader in thermoregulation
fabrics, said it acquired all assets and intellectual property from
Tempnology.  Tempnology had filed for bankruptcy on September 1,
2015.

"Today is an exciting day and new beginning for our
industry-leading material innovation company," stated Mark
Stebbins, the lead investor in Coolcore LLC.  "We're thrilled to
provide financial support that will propel Coolcore into its next
phase of growth."

Coolcore recently won the award for "Best Innovation – Sports and
Outdoor Apparel" for its patented line of cooling fabrics from the
ITMA Future Materials Awards. In addition to the award for "Best
Innovation," Coolcore was named a finalist in the "Groundbreaking
Partnership" category for its collaboration marketing launch
programs.

Coolcore fabric formulations have also earned the prestigious
"Innovative Technology" recognition from the Hohenstein Institute,
a first for a U.S. company, and the only company globally to be
awarded this recognition for "Cooling Power."  The award-winning
fabrics are supported by two current patents and several other
pending ones.

"Mark and his investment group have provided crucial support for
our growing company as we have established ourselves as a leader in
the marketplace," stated Kevin McCarthy, President and CEO of
Coolcore.   "The future at Coolcore is very bright with our recent
awards and patents and continuous development in the fast-growing
thermoregulation apparel category."

Coolcore has several partnerships with global consumer brands such
as Brooks, Cabelas, Disney, and LL Bean, to develop and
commercialize thermoregulation performance fabrics.  Additionally,
Coolcore distributes to several global distribution partners who
sell finished goods under the Coolcore and Dr. Cool brand names.

                          About Coolcore LLC

Coolcore, the global leader in thermoregulation fabrics, has
partnerships to develop fabrics for consumer brands throughout the
world. The patented, chemical-free Coolcore materials deliver three
distinct functions — wicking, moisture circulation and regulated
evaporation — going far beyond traditional moisture-management
textiles by managing thermoregulation and reducing surface fabric
temperature up to 30 percent lower than skin temp when moisture is
present.  Coolcore fabric formulations have earned the prestigious
"Innovative Technology" recognition from the Hohenstein Institute,
a first for a U.S. company, and the only company globally to be
awarded this recognition for "Cooling Power." Coolcore recently won
the award for "Best Innovation – Sports and Outdoor Apparel" for
its patented line of cooling fabrics from the ITMA Future Materials
Awards.



TENET HEALTHCARE: Appoints President of Hospital Operations
-----------------------------------------------------------
Tenet Healthcare Corporation announced that Eric Evans, chief
executive officer of the Company's Texas Region, has been appointed
president of Hospital Operations, effective March 22, 2016.  Mr.
Evans succeeds Britt Reynolds, who has resigned to accept another
position outside of the organization.

In his new role, Mr. Evans will oversee 84 acute care hospitals,
over 170 hospital-affiliated outpatient facilities, over 700
physician practices, and other related healthcare services and
functions within the company.  He will report to Trevor Fetter,
chairman and CEO.

As disclosed in a regulatory filing with the Securities and
Exchange Commission, Mr. Evans will receive an annual base salary
of $650,000.  Mr. Evans will be eligible for an annual bonus, based
on individual and company performance.

"Eric is an extremely talented executive and operator who has
consistently demonstrated the leadership skills needed to drive
continued growth in our hospital business," said Mr. Fetter. "Since
joining Tenet in 2004, Eric has quickly ascended to critical
leadership positions at the company, including his most recent role
as CEO of our largest hospital region and previous tenure as CEO of
our multi-hospital network in El Paso, Texas.  His passion,
tenacity and results-driven management focus will inject new energy
into our biggest operating segment.  I couldn't be more pleased to
appoint Eric to this important position, and I am confident we will
benefit from his continued contributions."

Mr. Evans said, "It is an honor to lead Tenet's hospital operations
at such a dynamic period.  We have a strong network of care
facilities with tremendous prospects ahead, and I am incredibly
enthusiastic about the compelling opportunities to deliver greater
value for our patients.  I look forward to working with the entire
Hospital Operations team to enhance the performance of our
hospitals and related facilities, and collaborating with my
colleagues at Conifer and USPI for the benefit of the entire Tenet
enterprise."

Mr. Evans will work with Mr. Reynolds to ensure a seamless
transition of responsibilities.  Mr. Fetter added, "On behalf of
the entire company, I want to thank Britt for his years of service
to Tenet.  During his tenure, we expanded our hospital network by
more than 70 percent and built a strategic outpatient business that
helped propel Tenet into a market-leading position in ambulatory
services.  We are grateful for his many contributions and wish him
well in his future endeavors."

As CEO of the Texas Region, Mr. Evans has been responsible for
overseeing the operations and strategic direction for 20 acute care
hospitals and more than 50 outpatient centers in Texas and
Missouri.  Prior to assuming that position, Mr. Evans served as
market CEO of The Hospitals of Providence (formerly known as the
Sierra Providence Health Network) in El Paso, Texas.  While there,
he oversaw numerous strategic initiatives for the multi-hospital
network, including the company's collaboration with Texas Tech
University Health Sciences Center for the development of a new
teaching hospital.  In addition, he held a number of other
leadership positions at Tenet, including CEO of Dallas-based Lake
Pointe Health Network (Lake Pointe) and also chief operating
officer of Lake Pointe.  Earlier in his career, Mr. Evans was an
industrial engineer and a material flow coordinator at Saturn
Corporation, a former subsidiary of General Motors Co.

Mr. Evans serves as chairman of the board of directors for the El
Paso branch of the Federal Reserve Bank of Dallas.  In addition, he
is an American College of Healthcare Executives (ACHE) Fellow. He
received a bachelor of science degree in Industrial Management from
Purdue University and an MBA from Harvard Business School.

                           About Tenet

Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is  

a national, diversified healthcare services company with 110,000
employees united around a common mission: to help people live
happier, healthier lives.  The company operates 80 hospitals, 214
outpatient centers, six health plans and Conifer Health Solutions,
a leading provider of healthcare business process services in the
areas of revenue cycle management, value based care and patient
communications.

Tenet Healthcare reported a net loss attributable to the Company's
common shareholders of $140 million on $18.63 billion of net
operating revenues for the year ended Dec. 31, 2015, compared to
net income available to the Company's common shareholders of $12
million on $16.60 billion of net operating revenues for the year
ended Dec. 31, 2014.  As of Dec. 31, 2015, the Company had $23.68
billion in total assets, $20.45 billion in total liabilities, $2.26
billion in redeemable noncontrolling interests in equity of
consolidated subsidiaries and $958 million in total equity.

                         *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit
rating from Standard & Poor's Ratings Services and 'B1' Corporate
Family Rating from Moody's Investors Service.


UCI HOLDINGS: S&P Lowers CCR to 'SD' on Missed Interest Payment
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
corporate credit rating on UCI Holdings Ltd. to 'SD' from 'CCC'.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured debt to 'D' from 'CCC-'.

"UCI Holdings Ltd. announced yesterday that it had entered into a
forbearance agreement with the holders of more than 80% of its
8.625% senior unsecured notes with respect to the company's failure
to make a required interest payment on the notes due Feb. 16,
2016," said Standard & Poor's credit analyst Lawrence Orlowski.
"Consequently, we lowered our corporate credit rating on the
company to 'SD' and lowered our issue-level rating on the company's
senior unsecured debt to 'D'."  The company is still in talks with
its noteholders.



UCI INTERNATIONAL: Moody's Lowers CFR to 'C', Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of UCI
International, LLC --Corporate Family and Probability of Default,
to C and D-PD, from Caa3 and Caa3-PD, respectively.  UCI is the
parent of United Components, LLC.  In a related action Moody's
downgraded the ratings on UCI's senior unsecured note to C from Ca.
The rating outlook is stable.

These ratings were downgraded:

UCI International, LLC
  Corporate Family Rating, to C from Caa3;
  Probability of Default Rating, to D- PD from Caa3 -PD;
  $400 million guaranteed senior unsecured notes due 2019, to C
   (LGD 6) from Ca (LGD 4).

                         RATINGS RATIONALE

The downgrade of UCI's Corporate Family Rating to C incorporates
the company's recent announcement that it has entered into a
forbearance agreement with holders of more than 80% of its 8.625%
senior unsecured notes due 2019 (the Notes) with respect to the
non-payment of the interest payment due on Feb. 16, 2016.  This
action follows UCI's announcement on Feb. 16, 2016 that it elected
to exercise the grace period with respect to the $17,250,000
interest payment due on the notes.  Under the terms of the Note
indenture UCI has a 30 day grace period for interest payments.  The
forbearance agreement provides that during the forbearance period
the noteholders will not seek to enforce any due 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.  UCI also announced that it believes it
has sufficient liquidity to continue meeting all of its obligations
to employees, customers, and suppliers while these forbearance
arrangements remain in effect.

Future events that could drive UCI's ratings lower include any
further impairment of interest or principal due to the existing
holders of the Notes.

Future events that could potentially improve the company's ratings
include a restructured capital structure supportive of higher
ratings.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in May 2013.

UCI International LLC. headquartered in Lake Forest, Illinois, is a
leading supplier to the light and heavy-duty vehicle aftermarket
for replacement parts, supplying a broad range of filtration, fuel
delivery systems, and cooling systems products.  The company
manufactures under its own proprietary brands such as Airtex, ASC
and Champion, and under other private labels and licensing
arrangements.  Revenues for the LTM period ending Sept. 30, 2015,
were approximately $1 billion.  UCI is a wholly owned subsidiary of
UCI Holdings Limited which is owned by an affiliate of Rank Group
Limited.


USA DISCOUNTERS: Governmental Bar Date Extended to May 23
---------------------------------------------------------
U.S. Bankruptcy Judge Christopher S. Sontchi has extended USA
Discounters' governmental bar date for the filing of proofs of
claims by State Attorneys General to May 23, 2016 (Eastern Time).
The attorneys general will be deemed to include the Hawaii Office
of Consumer Protection.

                      About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty retail
stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.

The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as its financial advisor.


USA DISCOUNTERS: Removal Deadline Extended to May 18
----------------------------------------------------
U.S. Bankruptcy Judge Christopher S. Sontchi has extended the
period within which USA Discounters, Ltd., et al., may remove
actions by an additional 90 days, through and including May 18,
2016.

                      About USA Discounters

USA Discounters was founded in May 1991. in the City of Norfolk,
Virginia, under the name USA Furniture Discounters, Ltd.  It sold
goods through two groups of stores -- one group of specialty retail
stores operating under the "USA Living" brand, typically in
standalone locations, and seven additional retail stores operating
under the "Fletcher's Jewelers" brand, typically in major shopping
malls.

USA Discounters, Ltd., and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 15-11755) on
Aug. 24, 2015, to wind down the business.

The Debtors tapped Pachulski Stang Ziehl & Jones LLP and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys, and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.

USA Discounters Ltd. disclosed total assets of $97,490,455 plus an
undetermined amount and total liabilities of $63,011,206 plus an
undetermined amount.

The Official Committee of Unsecured Creditors is represented by
Kelly Drye & Warren LLP as lead counsel, Khler Harrison Harvey
Branzburg LLP as its Delaware co-counsel.  FTI Consulting, Inc.,
serves as its financial advisor.


WAGNER FORD ROAD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Wagner Ford Road Investment, LLC
            aka WFR, LLC
        15720 Ventura Boulevard, Suite 405
        Encino, CA 91436

Case No.: 16-10859

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: March 23, 2016

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

Judge: Hon. Martin R. Barash

Debtor's Counsel: William H Brownstein, Esq.
                  WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
                  1250 6th St Ste 205
                  Santa Monica, CA 90401-1637
                  Tel: 310-458-0048
                  Fax: 310-576-3581
                  E-mail: Brownsteinlaw.bill@gmail.com

Total Assets: $5.5 million

Total Liabilities: $2.82 million

The petition was signed by Danny Tepper, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb16-10859.pdf


WHITING PETROLEUM: S&P Affirms 'B+' CCR, Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Denver-based Whiting Petroleum Corp.  The outlook
is negative.

At the same time, S&P affirmed its 'BB' issue-level rating on the
company's senior secured debt; the recovery rating remains '1',
indicating S&P's expectation of very high (90%-100% recovery in the
event of a payment default.  S&P also affirmed its 'B' issue-level
rating on the company's senior unsecured debt; the recovery rating
remains '5', indicating S&P's expectation of modest (higher end of
the 10%-30%) recovery recovery in the event of a payment default.
S&P also affirmed its 'B-' issue-level rating on the company's
subordinated debt.  The recovery rating on this debt remains '6',
indicating S&P's expectation of negligible (0%-10%) recovery in the
event of default.

"The negative outlook reflects our view that leverage could
continue to deteriorate unless Whiting Petroleum completes
additional asset sales as planned," said Standard & Poor's credit
analyst Carin Dehne-Kiley.  "We expect FFO to debt to fall and
remain below 12% over the next two years," she added.

Whiting Petroleum announced it has entered into a
privately-negotiated debt exchange under which it will exchange
$429.7 million principal amount of unsecured notes for a similar
amount of new unsecured convertible notes.  The convertible notes
have similar maturities and coupon rates as the senior unsecured
notes, and include a mandatory conversion feature if Whiting's
share price exceeds $10.25/share for at least 20 days during a
30-consecutive-day trading period.  Based on the initial conversion
rates on the new convertible notes, S&P estimates the mandatory
conversion would result in the unsecured noteholders receiving
about 90% of par value.  Given S&P's belief that Whiting would not
be facing insolvency or bankruptcy over the next two years if the
exchange were not completed, S&P views the exchange as
opportunistic.  Therefore, S&P is affirming all ratings, including
its 'B+' corporate credit rating, on the company.

S&P could lower the rating if FFO/debt fell and remained below 5%
for a sustained period, or if liquidity deteriorated.  S&P believes
this could occur if the company pursued a more aggressive capital
spending program than S&P currently forecasts, if production fell
short of our current projections, or if oil prices remained below
$40/bbl and the company did not further rein in capital spending or
costs.

S&P could revise the outlook to stable if Whiting maintained
FFO/debt closer to 12% for a sustained period, which would most
likely occur if the company completed additional asset sales or if
commodity prices improved beyond S&P's current price deck
assumptions.


WILLISTON, ND: Moody's Lowers Rating on $1.4MM Revenue Debt to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Baa2 the
rating on Williston, ND's $1.4 million of Moody's-rated sales tax
revenue debt.  The outlook is negative.  The downgrade to Ba3
reflects the city's weakened credit quality and recent declines in
maximum annual debt service coverage resulting from severe declines
in sales tax receipts.  The rating also incorporates a
modestly-sized tax base with economic concentration in the oil
industry, annual risk of non-appropriation, and satisfactory legal
protections.

                          Rating Outlook

The negative outlook reflects Moody's expectation that coverage
will not improve in the near term and could narrow further in the
long-term given the recent trajectory of declining sales taxes.

Factors that Could Lead to an Upgrade

  Stabilization of sales tax collections
  Sustained increase in debt service coverage

Factors that Could Lead to a Downgrade

  Further decline in pledged revenues that narrows debt service
   coverage
  Need to draw on surplus or debt service reserves to support
   annual debt service

Legal Security

The 2009 bonds are secured by 75% of the city's 1% sales and use
tax, which is approved through the final year of bond maturity in
2020.

Use of Proceeds
Not applicable.

Obligor Profile

Williston is the county seat of Williams County with an estimated
population of 30,000 as of 2015, or a 140% increase since the 2000
census count.  It is situated on the Missouri River 18 miles from
the Montana border and 68 miles south of the Canadian international
border.

Methodology

The principal methodology used in this rating was US Public Finance
Special Tax Methodology published in January 2014.


WILLISTON, ND: Moody's Lowers Rating on $2.8MM GO Debt to Ba1
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the
rating on Williston, ND's $2.8 million of Moody's-rated general
obligation (GO) debt.  The outlook is negative.  The downgrade to
Ba1 reflects weak financial performance in fiscal 2014 and
potential significant variances in general fund revenues in fiscal
2016 due to declining oil and gas production tax receipts.  The
downgrade also reflects high debt burden that is largely paid from
sales taxes, the collections of which have dropped significantly in
the current and prior quarters.  Other considerations include the
economy's significant concentration in the oil and gas industry,
strong resident income levels, and a high direct debt burden that
is expected to increase over the near term.

                          Rating Outlook

The negative outlook reflects Moody's expectation that the city's
financial position will remain challenged given anticipated
declines in oil and gas production tax receipts coupled with
additional increases in debt burden in the near term.

Factors that Could Lead to an Upgrade

  Significantly improved reserve levels
  Improvement in water and sewer operations
  Moderation in debt burden

Factors that Could Lead to a Downgrade

  Significant declines in oil and gas production tax receipts

  Failure to balance operations resulting in further declines in
   reserves
  Material increases in debt

Legal Security

The city's special assessment bonds are expected to be repaid with
special assessment revenues from benefiting property owners;
however, the city is required to levy a property tax unlimited as
to rate or amount to pay for debt service should special
assessments be insufficient to pay for debt service.

Use of Proceeds
Not applicable.

Obligor Profile

Williston is the county seat of Williams County with an estimated
population of 30,000 as of 2015, or a 140% increase since the 2000
census count.  It is situated on the Missouri River 18 miles from
the Montana border and 68 miles south of the Canadian international
border.

                              Methodology

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


WP CPP: Moody's Reviews B2 CFR for Downgrade
--------------------------------------------
Moody's Investors Service is reviewing the ratings of WP CPP
Holdings, LLC including the B2 Corporate Family Rating, under
review for downgrade.  The review follows a significant softening
in earnings and cash flow generation, a weakened liquidity profile,
and deteriorating credit metrics including more elevated leverage
levels.  The review will consider the company's ability to improve
profitability and will also focus on the tightening liquidity
profile and prospects for improved underlying cash flow generation
in the face of sizable capacity investments.

These summarizes Moody's ratings and the rating actions for WP CPP
Holdings, LLC

  Corporate Family, under review for downgrade from B2

  Probability of Default, under review for downgrade from B2-PD

  $125 million senior secured revolver due 2017, under review for
   downgrade from B1, LGD3

  $608.8 million ($602 million outstanding) senior secured first
   lien term loan B due 2019, under review for downgrade from B1,
   LGD3

  $118 million senior secured second lien term loan due 2021,
   under review for downgrade from Caa1, LGD6

WP CPP Holdings, LLC, d/b/a Consolidated Precision Products (CPP),
is a castings manufacturer of engineered components and
sub-assemblies for the commercial aerospace, military and defense
and energy markets.  Headquartered in Cleveland, Ohio and majority
owned by private equity firm Warburg Pincus, the company generated
approximately $490 million of revenue for the twelve-month period
ended September 2015.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.


WTE-S&S AG: Case Summary & 9 Unsecured Creditors
------------------------------------------------
Debtor: WTE-S&S AG Enterprises, LLC
        2629 N. Seminary Ave., Unit C
        Chicago, IL 60614

Case No.: 16-09913

Chapter 11 Petition Date: March 23, 2016

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

Judge: Hon. Donald R Cassling

Debtor's Counsel: David K Welch, Esq.
                  CRANE HEYMAN SIMON WELCH & CLAR
                  135 S Lasalle St, Suite 3705
                  Chicago, IL 60603
                  Tel: 312 641-6777
                  Fax: 312 641-7114
                  E-mail: dwelch@craneheyman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James G. Philip as manager and
designated representative.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb16-09913.pdf


ZUCKER GOLDBERG: A. Atkins Okayed to Appraise NJ Properties
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Zucker, Goldberg & Ackerman, LLC, to employ A. Atkins Appraisal
Corp. as appraiser.

The firm is expected to appraise the furniture, fixtures and
equipment of the Debtor located at 200 Sheffield Street, Suite 101,
in Mountainside, New Jersey.

The Debtor proposes to pay the firm's professionals at these hourly
rates:

         Alan Atkins                 $250
         Senior Appraiser            $175
         Staff Member                $100

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

The firm maintains an office at 122 Clinton Road, Fairfield, New
Jersey.

                      About Zucker Goldberg

Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters.  The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm.  ZGA's primary
offices
are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on
Aug. 3, 2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing
and balloting agent.

On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee.  The
Committee on Oct. 15, 2015, won approval to retain McCarter &
English, LLP ("McCarter") to serve as Committee counsel, effective
as Aug. 14, 2015.


ZUCKER GOLDBERG: Examiner Retains Cole Schotz as Counsel
--------------------------------------------------------
U.S. Bankruptcy Judge Christine M. Gravelle has authorized Donald
H. Steckroth, as the U.S. Trustee-appointed examiner of Zucker,
Goldberg & Ackerman, LLC, to retain Cole Schotz, P.C., as counsel.

The Examiner's appointment of Cole Schotz is necessary to assist
him in faithfully executing his duties under the Examiner Order.  

The following services, as directed by the Examiner, will be
performed by Cole Schotz:

   a) taking all necessary actions to assist and advise the
Examiner with respect to the discharge of his duties and
responsibilities under the Examiner Order;

   b) assisting the Examiner in preparing pleadings and
applications as may be necessary in the discharge of the Examiner's
duties;

   c) representing the Examiner at all hearings and other
proceedings before the Court;

   d) representing the Examiner in any dealings he may have with
the Debtor, creditors or any third party concerning the discharge
of the Examiner's duties;

   e) assisting the Examiner in his investigation in accordance
with the Examiner Order;

   f) participating in discovery;

   g) assisting the Examiner in preparing his report; and

   h) performing other services as may be required by the
Examiner.

The current hourly rates of Cole Schotz members, associates and
paralegals are:


                                     Hourly Rates
                                     ------------
    Members                          $425 to $850
    Special counsel                  $410 to $520
    Associates                       $195 to $450
    Paralegals                       $165 to $270
    Litigation support specialists   $275 to $375

Donald H. Steckroth assures the Court that Cole Schotz 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.

The firm can be reached at:

         COLE SCHOTZ, P.C.
         Donald H. Steckroth, Esq.
         Felice R. Yudkin, Esq.
         Court Plaza North, 25 Main Street
         P.O. Box 800
         Hackensack, NJ 07602-0800
         Tel: (201) 489-3000
         Fax: (201) 489-1536
         E-mail: dsteckroth@coleschotz.com
                 fyudkin@coleschotz.com

                       About Zucker Goldberg

Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters.  The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm.  ZGA's primary offices
are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3,
2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing and
balloting agent.

On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee.  The
Committee on Oct. 15, 2015, won approval to retain McCarter &
English, LLP ("McCarter") to serve as Committee counsel, effective
as Aug. 14, 2015.

                         *      *     *

The Debtor in December 2015 filed a "Plan of Orderly Liquidation"
which provides for the wind down of the firm's business.  The Plan
was put on hold pending the issuance of a report by the examiner.

The Court on Feb. 8, 2016, entered an order approving the Acting
U.S. Trustee's appointment of former bankruptcy judge Donald H.
Steckroth, Esq., as examiner.  The Creditors Committee sought an
examiner to investigate possible claims against current and former
members of the bankrupt foreclosure law firm and related
"insiders".


ZUCKER GOLDBERG: Panel Taps Tseitlin to Handle Chase Litigation
---------------------------------------------------------------
The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of Zucker Goldberg &
Ackerman, LLC, to retain Tseitlin & Glas, P.C., as its special
counsel, effective as of Nov. 10, 2015.

James Ward, president of the Committee, in his application, said
that the firm will (i) complete the investigation of the validity,
enforceability and priority of the Chase Bank, N.A. lien, and any
litigation that may arise as a result thereof; and serve as
conflict counsel for any matter where McCarter & English, LLP, the
Committee's 327(a) counsel, is conflicted.

According to Mr. Ward, McCarter has represented Chase in other
matters and the waiver it received in connection with the case did
not extend to litigation or the service of a Rule 2004 subpoena
against Chase.

The Committee will pay the firm at its hourly rate of $350 per
hour.

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

In a separate order, the Court extended until Feb. 26, 2016, the
period for the Committee to commence an adversary proceeding to
challenge the amount, validity, enforceability, perfection,
priority of all or any portion of the obligations and liens
incurred and granter by the Debtor to JPMorgan Chase Bank.

                      About Zucker Goldberg

Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg
& Ackerman, LLC, was primarily engaged in the representation of
lenders and secured parties in foreclosure matters, insolvency
proceedings and related matters.  The sole members of ZGA are
Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S.
Ackerman is the managing member of the firm.  ZGA's primary
offices
are in Mountainside, New Jersey.

Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection
(Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on
Aug. 3, 2015, to complete the orderly liquidation of the business.

The case is assigned to Judge Christine M. Gravelle.

The Debtor disclosed total assets of $11.5 million and total
liabilities of $53.3 million as of June 30, 2015.

ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel;
Brown, Moskowitz & Kallen, P.C., as special litigation counsel;
Genova Burns as labor counsel; and BMC Group, Inc., as noticing
and balloting agent.

On Aug. 17, 2015, an Official Committee of Unsecured Creditors was
appointed by the Office of the United States Trustee.  The
Committee on Oct. 15, 2015, won approval to retain McCarter &
English, LLP ("McCarter") to serve as Committee counsel, effective
as Aug. 14, 2015.


[*] Oil Slump Hurts States and Provinces, Moody's Says
------------------------------------------------------
The sustained fall in oil prices is hurting not only sovereign
borrowers worldwide, but also state governments, says Moody's
Investors Service.  However, sub-sovereign reliance on oil varies
wildly among countries.

In an analysis oil-dependent sub-sovereign borrowers, Moody's
looked at states and provinces in five countries; Nigeria (Ba3
review for downgrade), Brazil (Ba2 negative), Russia (Ba1 review
for downgrade), Mexico (A3 stable), and Canada (Aaa stable).  The
report found that Nigerian states are the most reliant on oil for
revenue, while states in Mexico were the least dependent.

"The ability of oil-producing states to cope with falling crude
prices depends on the extent of their reliance on oil revenues, and
on whether they have sufficient financial flexibility to absorb a
drop in income," said Maria del Carmen Martinez-Richa, a Vice
President and Senior Analyst at Moody's.  "Sub-sovereign issuers in
Nigeria are very dependent on oil and have a limited capacity to
absorb fiscal shocks."

In Nigeria, oil contributed, on average, to 42 percent of state's
revenue.  In Mexico, the proportion of state revenues, that come
from oil is just 8 percent.

While Canada's three oil producing provinces, Alberta (Aaa
negative), Saskatchewan (Aaa stable) and Newfoundland & Labrador
(Aa2 negative), are more reliant on oil revenue than Mexican
states, they have a higher degree of financial flexibility.  That
means that they are well equipped to withstand the drop in oil
prices.

In Brazil, the impact on the two main oil producing states has
varied.  The state of Espirito Santo took measures to increase its
tax base in early 2015.  This limited the decline in its total
revenues that year to only 2 percent, despite a 25 percent drop in
its oil revenues.  In contrast, the state of Rio de Janeiro has
been unable to adjust at the same pace.  In 2015, Rio's revenues
from oil royalties dropped 28 percent and its total revenues fell
19 percent.

The impact of the oil slump on Russian states has been mitigated by
an accompanying decline in the value of the rouble versus the US
dollar, according to the report.  "Sub-Sovereigns -- Global: Weak
crude prices pressure sub-sovereigns in oil producing countries."

Russian regions have been protected from the full impact of weaker
oil prices by a devaluation of the rouble.  This has shored up
rouble-denominated earnings from oil exports, which are priced in
dollars.  The weaker rouble will limit the overall decline in
Russian regions' corporate tax revenues in 2016 to between 6
percent and 10 percent.

The report is available to Moody's subscribers at:

              http://bit.ly/1MFy9Lw



[^] BOOK REVIEW: Risk, Uncertainty and Profit
---------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some entrepreneurs
to earn profits despite this equilibrium. Entrepreneurs, he said,
are forced to guess at their expected total receipts. They cannot
foresee the number of products they will sell because of the
unpredictability of consumer preferences. Still, they must
purchase product inputs, so they base these purchases on the
number of products they guess they will sell. Finally, they have
to guess the price at which their products will sell. These
factors are all uncertain and impossible to know. Profits are
earned when uncertainty yields higher total receipts than
forecasted total receipts. Thus, Knight postulated, profits are
merely due to luck. Such entrepreneurs who "get lucky" will try to
reproduce their success, but will be unable to because their luck
will eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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