TCR_Public/160408.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, April 8, 2016, Vol. 20, No. 99

                            Headlines

ABEINSA HOLDING: Case Summary of 5 Additional Affiliates
AMERICAN APPAREL: Wants Until May 2 to Decide on Unexpired Leases
AMERICAN EXPRESS: Fitch Cuts Rating on 2 Preferred Shares to 'BB+'
AMERICAN HOME: Ocwen Wins Partial Summary Judgment in Mass. Suit
AMERICAN NATURAL: Amends Schedules of Assets & Debt

AMERICAN NATURAL: Court Denies Request to Extend Term of CRO
AMERICAN NATURAL: Hires PLS Inc. as Sales Agent
ARCH COAL: Asks Court to Set May 27 as General Claims Bar Date
ARENDS INSPECTION: U.S. Trustee Unable to Appoint Committee
ASPECT SOFTWARE: Seek Approval of Performance Award Program

ASPECT SOFTWARE: Seeks OK of Backstop Agreement, Rights Offering
ASPECT SOFTWARE: Wants to Assume Plan Support Agreement
ASTORIA ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Loans
ATLANTIC CITY MUA: Moody's Rating on $7.5MM Revenue Debt to B3
AXION INTERNATIONAL: Says Community Sale Objection Has No Basis

BALMORAL RACING: Loeb, Yellen to Auction Assets on April 27-28
BALMORAL RACING: Taps Yellen and Loeb Winternitz as Auctioneers
BMR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
BRANTLEY LAND: Gets Approval of Amended Deal With State Bank
BREF HR: Cancels Registration of Class A Units

BROCADE COMMUNICATIONS: Buyout Won't Affect Moody's Ba1 CFR
BROCADE COMMUNICATIONS: S&P Rates Proposed $900MM Facilities 'BB+'
C & D PROPERTIES: U.S. Trustee Unable to Appoint Committee
C. WONDER: Plan Administrator Okayed to Terminate Prime Clerk
CAESARS ENTERTAINMENT: In Mediation, Executes Non-Disclosure Pact

CANEJAS S.A.: Hires C. Conde & Assoc. as Legal Counsel
CARBON BEACH: Cal. App. Affirms Order Granting Fees to Receiver
CASPIAN SERVICES: Jeffrey Brimhall Resigns as Director
CHAPARRAL ENERGY: Missed $14.8M Interest Payment on 9.875% Notes
CICERO INC: Amends 2015 Annual Report

CINCINNATI TERRACE: Objections Filed on Motion to Retain Scura
CLEO HEALTHCARE: U.S. Trustee Unable to Appoint Committee
CONGREGATION ACHPRETVIA: 163 East 69 Realty Wants Case Dismissed
CONGREGATION ACHPRETVIA: Has $14M Offer for 69th Street Property
CONSTELLATION BRANDS: Possible IPO Won't Affect Moody's Ba1 Rating

DANDRIT BIOTECH: Agrees to Purchase OncoSynergy
DISCOVER FINANCIAL: Fitch Affirms 'BB-' Rating on Preferred Stock
DOCTORS COMMUNITY: Fitch Affirms 'BB+' Rating on 2010/2007A Bonds
E Z MAILING: Seeks Approval for BankDirect Premium Financing
EAST ORANGE: CohnReznick Okayed as Panel's Financial Advisor

EAST ORANGE: Has $36.7MM in Assets, $37.4MM in Liabilities
EAST ORANGE: Lowenstein Sandler Approved as Bankruptcy Counsel
EASTERN POWER: Moody's Affirms B1 Senior Secured Ratings
EFS COGEN: Moody's Affirms Ba1 Rating on 1st Lien Secured Loans
EIRE MCNAB: Voluntary Chapter 11 Case Summary

ELBIT IMAGING: Investor Presentation Available on Website
ELWOOD ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Bond
EMERALD OIL: U.S. Trustee Forms 7-Member Committee
EVOLUTION ACADEMY: S&P Affirms 'B-' Rating on Revenue Bonds
EXTREME PLASTICS: People's Capital Seeks Automatic Stay Relief

FANNIE MAE: Appoints Directors Frater and Glover to Committees
FREEDOM COMMUNICATIONS: Donlin Recano Okayed as Claims Agent
GLOYD GREEN: Court Affirms Order Denying Mandatory Abstention
HAGGEN HOLDINGS: $106M Sale of 29 Stores to Albertson's Okayed
HAGGEN HOLDINGS: Sells Assets at 2 Stores to Thrifty, Safeway

HANOVER INSURANCE: Fitch Assigns 'BB' Rating on Sub. Debentures
HEMCOM MEDICAL: Multnomah, Washington County Want Taxes Paid
HILLCREST INC: U.S. Trustee Unable to Appoint Committee
HYPNOTIC TAXI: U.S. Trustee Appoints 4 Creditors to Committee
IHEARTMEDIA COMMUNICATIONS: Default Fight Set to Go to Trial in May

INGLES MARKETS: S&P Retains 'BB-' Rating on $700MM Sr. Notes
INMOBILIARIA BAFCO: Employs Carmen D. Conde Torres as Counsel
JADECO CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
JOHNS-MANVILLE CORP: "Parra" Remanded to Bankruptcy Court
KU6 MEDIA: Enters Into Agreement for Going Private Transaction

LAND LAPPER: City's Bid to Dismiss Bankruptcy Suit Denied
LB STEEL: Files Rule 2015.3 Periodic Report
LEAPFROG ENTERPRISES: Common Stock Delisted From NYSE
LEAPFROG ENTERPRISES: Executives Resign After Sale to VTech
LEAPFROG ENTERPRISES: Terminates Loan Agreement with BofA

LEAPFROG ENTERPRISES: Terminates Registration of Securities
LEAPFROG ENTERPRISES: VTech Holdings No Longer Owns Class A Shares
LIME ENERGY: To Seek Stockholder OK of CohnReznick Engagement
LINN ENERGY: In Talks with Creditors for Consensual Restructuring
LINN ENERGY: Reaches Settlement That Likely Includes Bankruptcy

MAGNACHIP SEMICONDUCTOR: Court Rules on Bids to Dismiss "Thomas"
MAGNUM HUNTER: Pachulski Stang Approved as Conflicts Counsel
MAGNUM HUNTER: PJT Partners Approved as Investment Banker
MBAC FERTILIZER: Enters into Support Agreement with Zaff
MILLENNIA CARDIOVASCULAR: Case Summary & 16 Top Unsec. Creditors

NAVIENT CORP: Fitch Affirms 'BB' IDR, Outlook Stable
NOVOLEX HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
NUO THERAPEUTICS: Files Rule 2015.3 Periodic Report
PACIFIC RECYCLING: Bank Objects to Extension of Exclusivity
PACIFIC RECYCLING: Bank Objects to Lease Extension Bid

PACIFIC RECYCLING: Wants Until June 30 to Decide on 2 Leases
PACIFIC SUNWEAR: Case Summary & 40 Largest Unsecured Creditors
PACIFIC SUNWEAR: Files for Ch. 11 with Debt-to-Equity Plan
PACIFIC SUNWEAR: Plan Offers Up to 1.80% Recovery for Unsecureds
PACIFIC SUNWEAR: Says It's Business as Usual While in Ch. 11

PETTERS CO.: BMO's Bid to Dismiss "Ritchie" Suit Granted
PHOTOMEDEX INC: Has Until Sept. 2016 to Comply with NASDAQ Rule
PRESSURE BIOSCIENCES: Incurs $7.43 Million Net Loss in 2015
QUANTUM FUEL: Olive Press Managing Member Appointed to Board
QUIGLEY CO: Mintz Directed to File Memorandum on Jurisdiction

RCS CAPITAL: Cetera Debtors Want to Assume RSA
RENN FUND: Etude Capital Supports Liquidation, Dissolution
ROTONDO WEIRICH: Asks Removal of Real Estate Debtors From Caption
RPP LLC: Ferrones' Bid for Stay Pending Appeal Denied
RYNARD PROPERTIES: Court Issues Final Decree Order

SAITO BROS: Stay on Washington County Property Terminated
SILVERLINE CUSTOM: Case Summary & 20 Largest Unsecured Creditors
SPORTS AUTHORITY: Has Until April 15 to File Schedules
SPORTS AUTHORTY: Macy's Joins Frost Brown's Landlord Group
SPRINGLEAF FINANCE: S&P Assigns 'B' Rating on $400MM Sr. Notes

STEREOTAXIS INC: Regains Compliance with Minimum Bid Price Rule
SUNDEVIL POWER: Schedules $248.8M in Assets, $239.3M in Debt
TANGO TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
TENHAWK INC: Voluntary Chapter 11 Case Summary
TRICORBRAUN INC.: Moody's Affirms B2 Corporate Family Rating

VENOCO INC: Hires Bracewell as Bankruptcy Attorneys
VENOCO INC: Hires Morris Nichols as Bankruptcy Co-counsel
VERSO CORP: Court OKs Joint Administration of Chapter 11 Cases
VERSO CORP: Wants to Hire Prime Clerk as Administrative Agent
WARREN RESOURCES: Provides Update on Debt Restructuring

WARREN RESOURCES: Warns of Bankruptcy, Names CRO
[*] HWA Attorneys to Serve as Texas Bankruptcy Conference Panelists
[^] BOOK REVIEW: The Money Wars

                            *********

ABEINSA HOLDING: Case Summary of 5 Additional Affiliates
--------------------------------------------------------
Each of the following affiliated entities filed a voluntary
petition in the United States Bankruptcy Court for the District of
Delaware for relief under Chapter 11 of title 11 of the United
States Code.  The Debtors have moved for joint administration of
these cases under In re Abeinsa Holding Inc., Case No. 16-10790.

    Debtor                                           Case No.
    ------                                           --------
    Abener Teyma Hugoton General Partnership         16-10880

    Abengoa Bioenergy Biomass of Kansas, LLC         16-10876

    Abengoa Bioenergy Hybrid of Kansas, LLC          16-10878

    Abengoa Bioenergy Technology Holding, LLC        16-10879
      
    Abengoa Bioenergy New Technologies, LLC          16-10877
       fka Abengoa Bioenergy New Technogies, Inc
       aka Abengoa Bioenergy R&D, Inc.
    16150 Main Circle Drive, Suite 300
    Chesterfield, MO 63017-4689

Chapter 11 Petition Date: April 6, 2016

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors'                    Craig R. Martin, Esq.
Bankruptcy                  DLA PIPER LLP (US)
Counsel:                    1201 North Martket Street
                            21st Floor
                            Wilmington, DE 19801
                            Tel: 302-468-5655
                            Fax: 302-778-7834
                            Email: craig.martin@dlapiper.com

Estimated Assets: $1 billion to $10 billion

Estimated Debts: $1 billion to $10 billion

The petition was signed by Sandra Porras Serrano, chief financial
officer.

List of Debtors' 58 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Societe Generale Sucursal              2014        $1,454,267,982
En Espana as Agent                   Syndicated
Torre Picasso                          Loan
Plaza De Pablo Ruiz                   Facility
Picasso, 1.
28020 Madrid Spain

Deutsche Trustee Company Limited       $650 mm       $650,000,000
as Trustee                           8.875% due
Winchester House, 1                    2017
Great Winchester Street                 
London EC2N 2DB
United Kingdom

Deutsche Trustee Company Limited        $650 mm      $605,495,000
as Trustee                            8.875% due
Winchester House, 1                      2017
Great Winchester Street
London EC2N 2DB
United Kingdom

Deutsche Trustee                     EUR 500         $550,450,000
Company Limited, as Agent           8.50% due
Winchester House, 1                   2016
Great Winchester Street
London EC2N 2DB
United Kingdom

Deutsche Trustee Company             $650 mm         $550,450,000
Limited As Trustee                 8.875% due
Winchester House, 1                   2017
Great Winchester Street
London EC2N 2DB
United Kingdom

Deutsche Bank Trust                  $450 mm         $450,000,000
Company Americas                   7.75% due
60 Wall Street, MSYNC                 2020
60-2710
New York, NY 10005

Deutsche Trustee                     $650 mm         $412,837,500
Company Limited                    8.875% due
as Trustee                            2017
Winchester Hous, 1
Great Winchester Street
London EC2N 2DB
United Kingdom

Deutsche Trustee Company             $650 mm         $300,000,000
Limited, as Trustee                8.875% due
Winchester House, 1                   2017
Great Winchester Street
London EC2N 2DB
United Kingdom

Deutsche Trustee                     $650 mm         $291,738,500
Company Limited                    8.875% due
As Trustee                            2017
Winchester House, 1
Great Winchester Street
London EC2N 2DB
United Kingdom

Deutsche Bank AG                   EUR 400 mm       $178,015,530
London Branch, AS                   6.25%
Fiscal Agent                       Convertible
Winchester House, 1                Notes Due
Great Winchester Street              2019
London EC2N 2DB
United Kingdom

Banco Popular                      EUR 125 mm       $137,612,500
Espanol, S.A.                      Revolving
C/ Velasquez, 34                    Facility
28001 Madrid Spain

Agensynd, S.L.                   EUR 106 million     $116,695,400
Velazquez 78, 4                  loan with final      
Derecha, 28001 Madrid            maturity date
Spain                            iof 17 March
                                     2016

European Investment Bank         EUR 125 million      $82,745,845
98-100 Blvd Konrad Adenauer          Facility
Luxembourg, L-2950
Luxembourg

Sumitomo Mitsui                   Financial Debt      $46,500,000
Banking Corporation
277 Park Avenue
New York, NY 10172

ARB, Inc.                            Litigation       $32,943,000
26000 Comercenter Dr.
Lake Forest, CA 92630

El Instituto Credito Official          EUR 30         $32,870,672
Jaime Cervera/Conchi                 million ICO
Berrocal                              financing
Department of Operations
Paseo Del Prado, 4
28014 Madrid Spain

Societe Generale,                       2014          $23,600,000
Sucursal En Espana,                   Syndicated
As Agent                                 Loan
Torre Picasso                          Facility
Plaza De Pablo Ruiz
Picasso, 1
28020 Madrid Spain

MMC Contractors National, Inc.        Trade Debt       $8,371,747
138000 Wyandotte Street
Kansas City, MO 64145

Siemens Energy, Inc.                  Trade Debt       $7,136,015
4400 Alafaya Trail
Orlando, FL 32826-2399

Banco Finantia                      Financial Debt     $7,013,649
Rua General Firmino
Miguel, 5
1600-100 Lisboa
Portugal

Morse Associates, Inc.                 Trade Debt      $4,432,568
6904 Ridgewood
Avenue
Chevy Chase, MD 20815

La Caixa                             Financial Debt    $4,209,525
CL. Sierpes 85, Planta
1, 41004 - Sevilla
Spain

La Caixa                             Financial Debt    $4,105,256
CL. Sierpes 85, Planta
1, 41004 - Sevilla Spain

Brahma Group Inc.                    Trade Debt        $3,774,177
1132 South 500 West
Salt Lake City, UT
84101

Santander ESP CC                  Financial Debt       $3,585,680
AVDA. De Cantabria
S/N Edif. Amazonia
PLTA. Baja.28660
Boadilla Del Monte,
Madrid Spain

Rosendin Electric, Inc.              Trade Debt        $2,971,338
880 Mabury Rd.
San Jose, CA 95133

Comerica CC411 West                Financial Debt      $2,922,980
Lafayeet, 5th Floor
MC 3324
Detroit, MI 48226

Latham & Watkins LLP                 Trade Debt        $2,795,986
45, Rue Saint -
Dominique Paris 75007
France

Santander ESP CC                     Trade Debt        $2,540,027
AVDA. De Cantabria
S/N Edif. Amazonia
PLTA. Baja.28660
Boadilla Del Monte
Madrid
Boadilla Del Monte Spain

The Calvert Company                  Trade Debt        $2,526,675
120 Aztec Drive
Richland, MS 39218

Banco Popular Espanol, S.A.         EUR 125 mm         $2,471,256
C/ Velazquez, 34                     Revolving
28001 Madrid Spain                   Facility

Royal Bank of Scotland               Financial         $2,320,651
600 Washington Blvd.                   Debt
Stamford, CT 06901

FHI Plant Services, Inc.             Trade Debt        $2,192,987
2672 Abeis Lane
Las Vegas, NV 89115

Banco Popular Espanol, S.A.          EUR 125 mm        $2,057,563
C/ Velazquez, 34                     Revolving
28001 Madrid Spain                   Facility

Bank of America                  Financial Debt        $1,996,796
201 E. Washington St.
22nd FL
Phoenix, AZ 85004

Archer Daniels                     Trade Debt          $1,904,722
Midland Company DBA
4666 Faries Parkway
Decatur, IL 62526

Banco Popular Espanol, S.A.        EUR 125 mm          $1,853,224
C/ Velazquez, 34                   Revolving
28001 Madrid Spain                  Facility

NEWJac, Inc.                       Trade Debt          $1,847,998
415 S. Grant Street
Lebanon, IN 46052

Marsh USA Inc.                     Trade Debt          $1,745,835
14834 Collection Center Drive
Chicago, IL 60693

Royal Bank of Scotland              Financial          $1,663,072
600 Washington BLVD                   Debt
Stamford, CT 06901

Ingeniera y Motajes Lointek, S.L.   Trade Debt         $1,642,687
Aita Gotzon, 37
Urduliz (Vizcaya)
48610 Spain

United Rentals                      Litigation         $1,624,030
(North America), Inc.
6125 Lakeview Rd.
Ste 300
Charlotte, NC 28269

Bigge Crane & Rigging Co.           Litigation         $1,596,465
14511 Industrial Circle
La Miranda, CA 90638

Janus Fire Systems                  Trade Debt         $1,532,713
1102 Rupcich Drive
Crown Poing, IN 46307

United Rentals - RSC                Trade Debt         $1,475,475
Equipment
1429 North Pinal Ave
Casa Grande, AZ 85122

Royal Bank of Scotland             Financial Debt      $1,435,675
600 Washington Blvd.
Stamford, CT 06901

Stoppel Dirt Inc.                    Trade Debt        $1,339,452
PO Box 866
Sublette, KS 67877

Synflex Insulation, LLC              Trade Debt        $1,334,637
312 BOB Smith, Suite #G
Baytown, TX 77521

American Piping Products, Inc.       Trade Debt        $1,286,068
18333 Wings
Corporate Drive
Chesterfield, MO 63005

Seves Canada, Inc.                   Trade Debt        $1,269,500
172 Merizzi, St.
Laurent Quebec, QC H4T1S4

EthosEnergy - Wood Group Inc.        Trade Debt        $1,159,422
10455 Slusher Dr.
Santa Fe Springs, CA
90670

Baker Corp.                          Trade Debt        $1,129,163
3020 Old Ranch
Parkway Suite 220
Seal Beach, CA 90740

Bearing                              Trade Debt        $1,114,610
Headquarters Co.
PO Box 6267
Broadview, IL 60155

World Electric Supply                Trade Debt        $1,026,729
2151 Blount Road
Pampano Beach, FL
33069

Comerica CC                         Financial Debt       $953,589
411 West Lafayette,
5th Floor, MC 3324
Detroit, MI 48226

United Rentals, Inc.                 Trade Debt          $923,087
2358 N. 1st Street
Hermiston, OR 97838

SPX Corporation                      Trade Debt          $888,095
19191 Hempstead Highway
Houston, TX 77065

AON Risk Insurance                   Trade Debt          $887,465
Services West
P.O. Box 849832
Los Angeles, CA 90084-9832


AMERICAN APPAREL: Wants Until May 2 to Decide on Unexpired Leases
-----------------------------------------------------------------
American Apparel, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend until until May 2, 2016, the
time to assume or reject any of the leases, subleases or other
agreements to which any of the Debtors is a lessee that maybe
considered an unexpired lease of nonresidential real property.

According to the Debtors, they intend to effectuate the assumption
or rejection of the majority of their leases through the Plan which
provides that entry of the confirmation order will constitute an
order approving the assumptions or rejections of executory
contracts or unexpired real property leases, pursuant to Sections
365(a) and 1123 of the Bankruptcy Code.

The Debtors filed the solicitation version of the Plan on Nov. 20,
2015.  The Debtors are currently soliciting creditors to vote to
acceptor reject the Plan.

                    About American Apparel

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

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

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

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

The U.S. Trustee has appointed seven  creditors of American Apparel
Inc. to serve on the official committee of unsecured creditors.
The Committee retained Kilpatrick Townsend & Stockton LLP as
counsel, Klehr Harrison Harvey Branzburg LLP as Delaware
co-counsel, and Zolfo Cooper, LLC, as bankruptcy consultant and
financial advisor.

                          *     *     *

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

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

On Jan. 10, 2016, the Debtors received a letter from former CEO
Dov
Charney disclosing a proposed $300 million alternative transaction
that will be funded by Hagan Capital Group and Silver Creek
Capital
Partners but American Apparel rejected the proposal.

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

On Jan. 27, 2016, the Court entered an order confirming American
Apparel's First Amended Joint Plan of Reorganization, under which,
on Feb. 5, 2016, the Effective Date of the Plan, all shares of
Common Stock and other equity interests in the Company were
cancelled and terminated, and the Company was converted into a
Delaware limited liability company with membership interests
issued
to unitholders, including certain Reporting Persons, in accordance
with the Plan.


AMERICAN EXPRESS: Fitch Cuts Rating on 2 Preferred Shares to 'BB+'
------------------------------------------------------------------
Fitch Ratings has downgraded American Express Company's (AXP)
long-term Issuer Default Rating to 'A' from 'A+' and affirmed its
short-term IDR at 'F1'.  The Rating Outlook has been revised to
Negative from Stable.

The rating actions have been taken as part of Fitch's periodic peer
review of U.S. consumer finance companies, which comprises five
publicly rated firms.

                       KEY RATING DRIVERS

VR, IDRs, AND SENIOR UNSECURED DEBT

The rating downgrade reflects meaningful erosion in AXP's earnings
growth outlook, a modestly weakened market position and greater
earnings volatility stemming from competitive and regulatory
dynamics.  Specifically, AXP faces challenges stemming from the
loss of several co-brand card partnerships, most notably the
upcoming termination of its co-brand relationship with Costco
Wholesale Corporation (Costco) in 2Q16, which represented nearly
10% of AXP's consolidated revenue in 2015.

From an earnings and profitability perspective, the loss of the
Costco U.S. contract is now expected to be more impactful and more
challenging to recoup than originally anticipated.  The company
also faces several challenges on the regulatory front including its
appeal pending in the U.S. Department of Justice (DOJ)
'anti-steering' case, and regulatory actions in the European Union
(EU) and Australia that are likely to weigh on AXP's discount rate
and/or billed business volume in those regions.

The revision of AXP's Outlook to Negative from Stable reflects
increased execution risk as the company engages in strategic
initiatives aimed at addressing the challenges related to its
profitability and business model.  These initiatives include a $1
billion cost reduction plan (run rate by the end of 2017),
acceleration of revolving loan growth by expanding its share of
loans from its existing Card Member base, achieving parity of
merchant acceptance with Visa and MasterCard in the U.S. by the end
of 2019, and accelerating revenue growth through increased
penetration of the small business and middle market components of
its Global Commercial Services segment.  At the same time, AXP is
seeking to respond to rapidly evolving technological developments
in the payment space and a period of, what Fitch views as, elevated
management turnover.  Despite the aforementioned challenges, the
newly assigned ratings are supported by AXP's strong franchise and
brand, spend-centric business model, leading market position in the
corporate payments industry, peer-superior credit performance,
diverse funding base, ample liquidity, and strong risk-adjusted
capitalization.

Although competitive intensity in the credit card sector has
manifested itself most recently in the bidding process for co-brand
partnerships, competition has also intensified in rewards offerings
to premium customers, particularly cash-back products. Other
payment networks have also become more aggressive in offering lower
interchange fees to the largest merchants that produce significant
volume, and emerging payment technologies could further pressure
merchant pricing.  These developments could drive more rapid
erosion of AXP's discount rate and add additional pressure to
operating margins.

Additionally, the timing over which the company will be able to
re-establish its long-term financial targets is uncertain.  Recent
earnings guidance which included an estimated $1 billion pre-tax
gain from the expected sale of the Costco card portfolio, and
excluded any restructuring charges related to its ongoing cost
reduction initiatives implies that the company would be unable to
achieve its long-term EPS growth target of 12% - 15% for at least
the next two years.  Likewise, revenue growth has consistently
fallen short of the company's 8% long-term target in recent years,
which has created uncertainty as to whether such a level of growth
is reasonably attainable over the long term.

In addition to the previously mentioned secular headwinds, Fitch
believes several cyclical headwinds could pressure AXP's revenue
and EPS growth over the near term.  These include a stronger
dollar, higher interest rates, credit normalization, and weak
global economic growth.  Over the longer term, Fitch believes AXP's
operating performance should remain strong relative to peers,
supported by the company's largely fee-based business model and
scale advantages, the continued secular shift in global payments
away from cash and checks, a growing card member base, and
continued expense discipline.  Fitch also expects the company to
continue to seek to innovate and invest in new opportunities that
accelerate growth toward its longer-term financial targets.

Credit performance is expected to remain among the strongest of
other large credit card issuers in 2016, although charge-offs and
delinquencies will likely start to normalize.  Fitch expects
provision expenses to increase in 2016 driven primarily by
portfolio seasoning and growth, as well as some modest
deterioration in credit metrics.  Net charge-offs on the lending
portfolio improved 10 basis points (bps) to 1.4% in 2015 and
remained well below other large credit card issuers and the
industry average.  Reserve coverage remained strong at 1.8% of
loans and 164% of loans past due at Dec. 31, 2015.

Unlike many of its peers, rising interest rates are an earnings
headwind for AXP, although Fitch believes the impact from rising
interest rates is likely to be manageable.  At Dec. 31, 2015,
assuming an immediate 100 basis point increase in interest rates,
AXP estimates that net interest income (NII) over the following
12-month period would decrease by approximately $216 million.  The
durability of AXP's internet deposits in a steadily rising interest
rate environment is also unproven.

Regulatory capital ratios moderated from the prior year but
remained strong in 2015.  The company's common equity Tier I ratio
declined 70 bps to 12.4% at the end of 2015.  Additionally, AXP
continued to perform well relative to peers in the Federal
Reserve's most recent Comprehensive Capital Analysis and Review
(CCAR).  AXP plans on submitting its 2016 CCAR application this
month (April), with results expected to be released by the end of
June.

AXP's capital ratios should improve further in the near term from
the sales of the Costco and JetBlue Airways Corporation (JetBlue)
portfolios, which management estimates should free up an additional
$1.0-$1.5 billion in capital.  Following the co-brand portfolio
sales, Fitch expects capital ratios to moderate over time as
management emphasizes loan growth as part of its growth strategy.

AXP's liquidity profile remains a rating strength.  AXP had
approximately $14 billion (excluding commercial paper and operating
cash) of readily available cash and marketable securities at Dec.
31, 2015.  This compared to $9.3 billion of long-term debt and
certificate of deposit maturities over the next 12 months.  Of the
$9.3 billion of debt and deposits maturing in 2016, $6.4 billion
consisted of unsecured debt maturities.

The affirmation of AXP's short-term IDRs at 'F1' reflects the
strongest intrinsic capacity for timely payment of financial
commitments and maintains the correspondence between short-term and
long-term IDRs, as the 'F1' short-term IDR can correspond to both
an 'a+' and an 'a' VR under Fitch's criteria.

            SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

AXP's rating on the 3.625% subordinated notes due December 2024 is
one notch below the entity's Viability Rating (VR) of 'a' in
accordance with Fitch's assessment of each instrument's respective
non-performance and relative loss severity risk profile.  The
subordinated note rating includes one notch for loss severity given
the subordination of these securities in the capital structure, and
zero notches for non-performance given contractual limitations on
interest payment deferrals and no mandatory trigger events which
could adversely impact performance.

AXP's rating on the 6.80% subordinated debentures due September
2036 is rated three notches below the entity's Viability Rating
(VR) of 'a' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative loss severity
risk profile.  The subordinated note rating includes one notch for
loss severity given the subordination of these securities in the
capital structure, and two notches for non-performance given the
ability to defer interest payments.

AXP's preferred stock ratings are rated five notches below AXP's VR
of 'a' in accordance with Fitch's assessment of each instruments
respective non-performance and relative loss severity risk profile.
The preferred stock ratings include two notches for loss severity
given these securities deep subordination in the capital structure,
and three notches for non-performance given that the coupons of
these securities are non-cumulative and fully discretionary.

                LONG- AND SHORT-TERM DEPOSIT RATINGS

AXP Centurion Bank's and AXP Bank, FSB's uninsured deposit ratings
of 'A+/F1+' are rated one notch higher than their respective IDR's
because U.S. uninsured deposits benefit from depositor preference
in the U.S. Fitch believes depositor preference in the U.S. gives
deposit liabilities superior recovery prospects in the event of
default.

                           HOLDING COMPANY

AXP's IDR and VR are equalized with those of its bank subsidiaries,
reflecting its role as the bank holding company, which is mandated
in the U.S. to act as a source of strength for its bank
subsidiaries.  Ratings are also equalized reflecting the very close
correlation between holding company and subsidiary failure and
default probabilities.

               SUPPORT RATING AND SUPPORT RATING FLOOR

AXP has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, AXP is not systemically important and therefore,
the probability of sovereign support is unlikely.  AXP's IDRs and
VRs do not incorporate any support.

                         RATING SENSITIVITIES

                    IVR, IDRs, AND SENIOR DEBT

Further negative rating actions could be driven by an inability to
execute on management's growth initiatives and cost reduction plan,
a material degradation in credit performance beyond expected
normalization, a sharper than expected erosion in AXP's discount
rate, the termination of additional co-brand card relationships,
and/or meaningfully weaker liquidity and capital levels.  Negative
rating momentum could also be driven by additional regulatory
and/or legal challenges, technological developments in payments,
and increased competitive intensity that leads to a significant
erosion in AXP's market share and competitive position.

That said, potential further negative rating actions would be
likely to be based on how several of the aforementioned factors
develop rather than a single factor, and a resolution is more
likely to occur toward the outer end of Fitch's Outlook period
given the deliberate pace at which several of these factors are
expected to evolve.

The Rating Outlook could be revised to Stable if the company is
able to demonstrate resiliency in its competitive position and
maintain operating performance that is consistently above peers
without meaningfully weakening its credit profile and/or
capitalization levels.

            SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The subordinated debt ratings are directly linked to AXP's VR and
would move in tandem with any changes in AXP's credit profile.

The preferred stock ratings are directly linked to AXP's VR and
would move in tandem with any changes in AXP's credit profile.

                LONG-AND SHORT-TERM DEPOSIT RATINGS

AXP Centurion Bank and AXP Bank, FSB's uninsured deposit ratings
are rated one notch higher than each company's IDR and therefore
are sensitive to any changes in their respective IDR's. The deposit
ratings are primarily sensitive to any change in AXP's long- and
short-term IDRs.

                          HOLDING COMPANY

Should AXP's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential Fitch could notch the holding company IDR and VR
from the ratings of the operating companies.

              SUPPORT RATING AND SUPPORT RATING FLOOR

Since AXP's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.

Fitch has downgraded these ratings:

American Express Company
   -- Long-term IDR to 'A' from 'A+';
   -- Viability Rating to 'a' from 'a+'.
   -- Senior debt to 'A' from 'A+';
   -- 3.625% Subordinated Notes due Dec 2024 to 'A-' from 'A';
   -- 6.80% Subordinated Debentures due September 2036 to 'BBB'
      from 'BBB+';
   -- Preferred Shares, Series B to 'BB+' from 'BBB-';
   -- Preferred Shares, Series C to 'BB+' from 'BBB-'.

American Express Credit Corp.
   -- Long-term IDR to 'A' from 'A+';
   -- Senior debt to 'A' from 'A+'.

American Express Centurion Bank
   -- Long-term IDR to 'A' from 'A+';
   -- Viability Rating to 'a' from 'a+'.
   -- Senior debt to 'A' from 'A+';
   -- Long-term deposits to 'A+' from 'AA-'.

American Express Bank, FSB
   -- Long-term IDR to 'A' from 'A+';
   -- Viability Rating to 'a' from 'a+'.
   -- Senior debt to 'A' from 'A+';
   -- Long-term deposits to 'A+' from 'AA-'.

American Express Travel Related Services Company, Inc.
   -- Long-term IDR to 'A' from 'A+'.

American Express Canada Credit Corp.
   -- Long-term IDR to 'A' from 'A+';
   -- Senior debt to 'A' from 'A+'.

Fitch has affirmed these ratings:

American Express Company
   -- Short-term IDR at 'F1';
   -- Short-term debt at 'F1'
   -- Support at '5';
   -- Support Floor at 'NF'.

American Express Credit Corp.
   -- Short-term IDR at 'F1';
   -- Short-term debt at 'F1'.

American Express Centurion Bank
   -- Short-term IDR at 'F1';
   -- Short-term deposits at 'F1+';
   -- Support at '5';
   -- Support Floor at 'NF'.

American Express Bank, FSB
   -- Short-term IDR at 'F1';
   -- Short-term deposits at 'F1+';
   -- Support at '5';
   -- Support Floor at 'NF'.

American Express Travel Related Services Company, Inc.
   -- Short-term IDR at 'F1'.

American Express Canada Credit Corp.
   -- Short-term IDR at 'F1'.

The Rating Outlook is Negative.



AMERICAN HOME: Ocwen Wins Partial Summary Judgment in Mass. Suit
----------------------------------------------------------------
Plaintiff Laura Diogo-Carreau, current homeowner and mortgage
borrower, sued Homeward Residential, Inc., Ocwen Loan Servicing,
LLC, and American Home Mortgage Acceptance, Inc., the current and
former mortgage holders and servicers, for: Count I -- wrongful
foreclosure; Count II -- violations of Massachusetts's consumer
protection law, Chapter 93A; and Count III -- slander of title.

Homeward and Ocwen now seek summary judgment, arguing that, because
they assumed control over the plaintiff's mortgage pursuant to a
"free and clear" bankruptcy sale from the former mortgage holder,
all of the plaintiff's claims based on wrongdoing by the former
holder are barred.

The plaintiff argues that collateral estoppel bars the defendants
from moving for summary judgment because the Massachusetts Superior
Court already denied a nearly identical motion filed by the
defendants and their predecessors on the merits. The defendants
respond that the parties in the two cases are unrelated, and the
superior court's order on Homeward's summary judgment motion did
not reach the merits of the claims, precluding the application of
collateral estoppel.

In a Memorandum and Order dated March 10, 2016, which is available
at http://is.gd/O7hxZ4from Leagle.com,  Chief District Judge Patti
B. Saris of the United States District Court for the District of
Massachusetts allowed in part the Defendants' motion for summary
judgment with respect to Counts II and III and denied in part with
respect to Count I.

The case is LAURA DIOGO-CARREAU Plaintiff, v. AMERICAN HOME
MORTGAGE ACCEPTANCE, INC.; HOMEWARD RESIDENTIAL, INC. f/k/a
AMERICAN HOME MORTGAGE SERVICING, INC.; OCWEN LOAN SERVICING, LLC,
Defendants, Civil Action No. 15-11020-PBS (D. Mass.).

Laura Diogo-Carreau, Plaintiff, is represented by John P. Long,
Esq.

Homeward Residential, Inc., Defendant, is represented by Christine
E. Abely, Esq. -- cabely@hinshawlaw.com -- Hinshaw & Culbertson LLP
& Justin M. Fabella, Esq. -- jfabella@hinshawlaw.com -- Hinshaw &
Culbertson LLP.

Ocwen Loan Servicing, LLC, Defendant, is represented by Christine
E. Abely, Hinshaw & Culbertson LLP & Justin M. Fabella, Hinshaw &
Culbertson LLP.

                   About American Home Mortgage

Defunct subprime mortgage lender American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in  
Melville, New York, and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008.
The plan was confirmed in February 2009.  The plan was implemented
in November 2010.


AMERICAN NATURAL: Amends Schedules of Assets & Debt
---------------------------------------------------
American Natural Energy Corporation filed with the U.S. Bankruptcy
Court for the Eastern District of Louisiana amended its Schedule
E/F: Creditors Who Have Unsecured Claims; and Schedule B --
Personal Property in its schedules of assets and liabilities.
Copies of the amended schedules are available at

  http://bankrupt.com/misc/AmericanNatural_98_Dec10amendedSAL.pdf
  http://bankrupt.com/misc/AmericanNatural_145_Jan11amendedSAL.pdf

On Oct. 26, 2016, the Debtor filed its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $68,658
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,663,925
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $130,073
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $18,917,452
                                 -----------      -----------
        Total                        $68,658      $22,711,450

A copy of the Schedules is available for free at:

     http://bankrupt.com/misc/AmericanNatural_55_Oct26SAL.pdf

             About American Natural Energy Corporation

American Natural Energy Corporation is a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.  ANEC is engaged in the
acquisition,
development, exploitation and production of oil and natural gas.
ANEC holds mineral interests in approximately 1,320 acres of land
in St. Charles Parish, Louisiana.  ANEC's wholly owned subsidiary,
Gothic Resources Inc., is a corporation organized under the Canada
Business Corporation Act.

American Natural was subject to an involuntary Chapter 11 petition
on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco,
Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware
Supplies,
Inc., and Hillair Capital Investments, L.P.  ANEC consented to
entry of an Order for Relief on October 2, 2015, and an Order for
Relief was entered by the Court on the same date.

The Petitioners are represented by Philip Kirkpatrick Jones, Jr.,
Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A.
Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton
Rouge, Louisiana.

The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz,
PC as attorneys and (ii) Northpoint Energy Partners, LLC, to
provide Andrew Reckles and James Schroeder as CRO.

The U.S. trustee overseeing the Debtor's case appointed three
creditors to the official committee of unsecured creditors.  The
creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc.,
and Summa Engineering Inc.  The committee is represented by
Lugenbuhl Wheaton Peck Rankin & Hubbard.

                           *     *     *

By final order entered on Oct. 30, 2015, the Court authorized the
Debtor to obtain DIP financing from its existing primary secured
creditor, Hillair, of up to $1,000,000.  Subsequently on Dec. 11,
2015 the Debtor requested and later obtained approval to raise
the maximum to be borrowed under that facility to $1,360,000.

On Dec. 21, 2015, the Court entered an order granting the Debtor's
bar date motion, and set non-government proofs of claim for
Feb. 15, 2016, and governmental proofs of claim for March 31, 2016.


AMERICAN NATURAL: Court Denies Request to Extend Term of CRO
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
denied American Natural Energy Corporation's request extending the
term of the chief restructuring officer's employment.

Parties-in-interest had objected to the Debtor's request.  Henry G.
Hobbs, Jr., Acting U.S. Trustee for Region 5, objected stating that
the Debtor has not shown a valid business justification for
continued employment of the CRO, and further employment is not
reasonable under the circumstances.

The Court entered an Order granting the CRO's appointment on
Nov. 17, 2015.  The order authorized the CRO to be paid (i) an
initial $25,000 non-refundable retainer, and (ii) a non-refundable
consulting fee of $25,000 per month.  The Order also required the
CRO to "provide notice to the U.S. Trustee, the DIP lender Hillair
Capital Investments, L.P., and the official unsecured creditors
committee, specifically, a report of itemized expenses incurred on
a monthly basis.  The CRO's term expired on Dec. 31, 2015.  The
Committee, in its objection, said that the Debtor has not
demonstrated the need for or benefit to the Debtor's estate from
the proposed extension of the employment CRO.

The Debtor, in its motion, stated that due to the Debtor starting
production later than anticipated, a further drop in commodity
prices in the oil and gas industry, and the need to extend the plan
process to allow for a rigorous sales process, the Debtor believes
its initial timeline will be delayed, and Debtor will need
additional time to employ the CRO in the case.  By the motion, the
Debtor seeks to extend the terms of the CRO Agreement through the
month of February 2016 and reduce the payments to
the CRO by $5,000 a month, on the same terms and conditions
contained in the CRO Agreement as modified by the Court's order.

The Debtor requested entry of an order modifying the CRO Agreement
to allow the retention of Northpoint pursuant to Sections 105(a)
and 363(b) of the Bankruptcy for an additional two months, or
Feb. 28, 2016, and to reduce the monthly payments owed to.

As reported in the Troubled Company Reporter on Nov. 18, 2015, the
Court authorized the Debtor to employ Andrew Reckles and James
Schroeder of Northpoint Energy Partners, LLC, as their chief
restructuring officers nunc pro tunc to Oct. 2, 2015.

The Creditors Committee is represented by:

         Stewart F. Peck, Esq.
         Christopher T. Caplinger, Esq.
         Joseph P. Briggett, Esq.
         Erin R. Rosenberg, Esq.
         601 Poydras Street, Suite 2775
         New Orleans, LA 70130
         Tel: (504) 568-1990
         Fax: (504) 310-9195
         E-mail: speck@lawla.com  
                 ccaplinger@lawla.com;
                 jbriggett@lawla.com
                 erosenberg@lawla.com

The U.S. Trustee is represented by:

         Amanda Burnette George, Esq.
         Trial Attorney, Office of the U.S. Trustee
         400 Poydras Street, Suite 2110
         New Orleans, LA 70130
         Tel. No. (504) 589-4018
         Fax: (504) 589-4096
         E-mail: Amanda.B.George@usdoj.gov

The Debtor is represented by:

         Jan M. Hayden, Esq.
         Patrick H. Willis, Esq.
         BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC
         201 St. Charles Avenue, Suite 3600
         New Orleans, LA 70170
         Tel: (504) 566-5200
         Fax: (504) 636-4000

                   About American Natural Energy

American Natural Energy Corporation is a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.  ANEC is engaged in the
acquisition, development, exploitation and production of oil and
natural gas.  ANEC holds mineral interests in approximately 1,320
acres of land in St. Charles Parish, Louisiana.  ANEC's wholly
owned subsidiary, Gothic Resources Inc., is a corporation organized
under the Canada Business Corporation Act.

American Natural was subject to an involuntary Chapter 11 petition
on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco,
Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware
Supplies,
Inc., and Hillair Capital Investments, L.P.  ANEC consented to
entry of an Order for Relief on October 2, 2015, and an Order for
Relief was entered by the Court on the same date.

The Petitioners are represented by Philip Kirkpatrick Jones, Jr.,
Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A.
Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton
Rouge, Louisiana.

The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz,
PC as attorneys and (ii) Northpoint Energy Partners, LLC, to
provide Andrew Reckles and James Schroeder as CRO.

The U.S. trustee overseeing the Debtor's case appointed three
creditors to the official committee of unsecured creditors.  The
creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc.,
and Summa Engineering Inc.  The committee is represented by
Lugenbuhl Wheaton Peck Rankin & Hubbard.

                           *     *     *

By final order entered on Oct. 30, 2015, the Court authorized the
Debtor to obtain DIP financing from its existing primary secured
creditor, Hillair, of up to $1,000,000.  Subsequently on December
11, 2015 the Debtor requested and later obtained approval to raise
the maximum to be borrowed under that facility to $1,360,000.

On Dec. 21, 2015, the Court entered an order granting the Debtor's
bar date motion, and set non-government proofs of claim for
Feb. 15, 2016, and governmental proofs of claim for March 31, 2016.


AMERICAN NATURAL: Hires PLS Inc. as Sales Agent
-----------------------------------------------
American Natural Energy Corporation asked the U.S. Bankruptcy Court
for the Eastern District of Louisiana for permission to employ PLS,
Inc. as sales agent.

In the administration of the estate and in the performance of its
duties as debtor-in-possession, the Debtor believes it necessary to
employ a sales agent to render services to market and sell the
operated working interest assets in St. Charles Parish, Louisiana.


In particular, the Debtor will require an agent with the ability to
market the facility on a regional and nationwide basis.

The Unsecured Creditor's Committee recommended and consented to the
employment of PLS.

PLS will provide marketing and transaction services to solicit
potential purchasers of the assets, according to the terms and
provisions of that certain exclusive agency and marketing
agreement.

The Debtor will pay PLS a one-time engagement fee of $40,000 to
market the assets, which includes any travel and expense associated
with inspecting the assets on site, and a monthly service fee of
$5,000 through the end of the marketing process.

Dependent upon the assets being sold to a purchaser other than the
stalking horse, PLS will be entitled to an additional fee as set
forth in the Marketing Agreement for the difference between
the stalking horse bid and the successful overbid.

PLS has not provided services nor received compensation since the
filing of the Petition.

The Debtor wishes to execute the Marketing Agreement, which will be
for a term beginning on execution of the contract and terminating
upon the earlier of either: (i) 60 days after commencement, (ii)
Feb. 28, 2016, or (iii) as appropriate by Court Order.

Ronyld W. Wise, the general manager of PLS, attested that PLS is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

             About American Natural Energy Corporation

American Natural Energy Corporation is a Tulsa, Oklahoma-based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.  ANEC is engaged in the
acquisition, development, exploitation and production of oil and
natural gas.  ANEC holds mineral interests in approximately 1,320
acres of land in St. Charles Parish, Louisiana.  ANEC's wholly
owned subsidiary, Gothic Resources Inc., is a corporation organized
under the Canada Business Corporation Act.

American Natural was subject to an involuntary Chapter 11 petition
on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco,
Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware
Supplies, Inc., and Hillair Capital Investments, L.P.  ANEC
consented to entry of an Order for Relief on October 2, 2015, and
an Order for Relief was entered by the Court on the same date.

The Petitioners are represented by Philip Kirkpatrick Jones, Jr.,
Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A.
Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton
Rouge, Louisiana.

The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz,
PC as attorneys and (ii) Northpoint Energy Partners, LLC, to
provide Andrew Reckles and James Schroeder as CRO.

The U.S. trustee overseeing the Debtor's case appointed three
creditors to the official committee of unsecured creditors.  The
creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc.,
and Summa Engineering Inc.  The committee is represented by
Lugenbuhl Wheaton Peck Rankin & Hubbard.

                           *     *     *

By final order entered on Oct. 30, 2015, the Court authorized the
Debtor to obtain DIP financing from its existing primary secured
creditor, Hillair, of up to $1,000,000.  Subsequently on December
11, 2015 the Debtor requested and later obtained approval to raise
the maximum to be borrowed under that facility to $1,360,000.

On Dec. 21, 2015, the Court entered an order granting the Debtor's
bar date motion, and set non-government proofs of claim for
Feb. 15, 2016, and governmental proofs of claim for March 31, 2016.


ARCH COAL: Asks Court to Set May 27 as General Claims Bar Date
--------------------------------------------------------------
Arch Coal, Inc. and its debtor subsidiaries ask the U.S. Bankruptcy
Court for the Eastern District of Missouri to enter an order:

     (i) establishing deadlines by which proofs of claim based on
         prepetition debts or liabilities against any of the
         Debtors must be filed;

    (ii) approving the Debtors' proposed Proof of Claim Form;

   (iii) approving the Debtors' proposed Bar Date Notice and
         Publication Notice; and

    (iv) approving the proposed notice and publication
         procedures.

The Debtors ask the Court to establish:

   (a) May 27, 2016, at 5:00 p.m. (prevailing Central Time) (the
       "General Bar Date") as the deadline for each person or
       entity, other than any governmental units, to file a proof
       of claim in respect of a prepetition claim, including, for
       the avoidance of doubt, prepetition secured claims or
       priority claims against any of the Debtors; and

   (b) July 11, 2016, at 5:00 p.m. (prevailing Central Time) (the
       "Governmental Bar Date") as the deadline for each
       Governmental Unit to file a proof of claim in respect of a
       prepetition claim against any of the Debtors.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell LLP, in New
York City -- marshall.huebner@davispolk.com -- contends that fixing
the proposed Bar Dates will enable the Debtors to receive, process
and begin their analysis of creditors' claims in a timely and
efficient manner.  He adds that based on the proposed procedures,
the proposed Bar Dates will give all creditors ample opportunity to
prepare and file proofs of claim.

Pursuant to the proposed Bar Date Order, certain persons or
entities are not required to file a proof of claim on or prior to
the applicable Bar Date, including those who has already properly
filed a proof of claim and those whose claim is listed on the
Schedules.  The proposed Bar Date Order further provides that any
person or entity that holds a claim that arises from the rejection
of an executory contract or unexpired lease must file a proof of
claim based on such rejection by the later of (a) the applicable
Bar Date and (b) 30 days after notice by the Debtors of the entry
of an order authorizing rejection to which the claim relates.

The Debtors propose that any holder of a claim, who is required,
but fails, to timely file a proof of such claim in appropriate form
in accordance with the terms of the Bar Date Order will be forever
barred, estopped and enjoined from asserting such claim against the
Debtors, and the Debtors and their successors and their respective
property will be forever discharged from any and all indebtedness
or liability with respect to such claim, and such holder will not
be permitted to vote to accept or reject any plan of reorganization
filed in these Chapter 11 cases or participate in any distribution
in these chapter 11 cases on account of such claim or to receive
further notices regarding such claim.

The Debtors reserve their right to object to any proof of claim,
whether filed or scheduled, on any grounds.  The Debtors reserve
their right to dispute or to assert offsets or defenses to any
claim reflected on the Schedules or any amendments thereto, as to
amount, liability, classification or otherwise and to subsequently
designate any claim as disputed, contingent, unliquidated or
undetermined.

The Court will commence a hearing on April 5, 2016, 1:00 p.m.
(Prevailing Central Time) to consider the motion.  Objections were
due on March 29.

                         About Arch Coal

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

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

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

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

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee has retained Kramer Levin Naftalis &
Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley
Research Group, LLC as financial advisor; Jefferies LLC as
investment banker; and Blackacre LLC as coal consultant.


ARENDS INSPECTION: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Arends Inspection LLC.

Arends Inspection LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-30847) on February
19, 2016. The Debtor is represented by David J. Sadegh, Esq., at
Law Offices of David J. Sadegh.


ASPECT SOFTWARE: Seek Approval of Performance Award Program
-----------------------------------------------------------
Aspect Software Parent, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to approve their
Performance Award Program.

The Debtors contend that each of the participants of the
Performance Award Program has been intimately involved in managing
the Debtors' business and restructuring efforts.  The Debtors
further contend that the Performance Award Program is intended to
stimulate that continued involvement and drive the successful
performance of the Debtors' business.

The Performance Award Program contains, among others, these
relevant terms:

   (a) The Participants: The 14 participants include the chief
executive officer, chief financial officer, general counsel,
president, chief information officer, chief marketing officer,
chief technology officer, and seven other senior employees.

   (b) Performance Metrics:  The Performance Award Program utilizes
the following two equally-weighted metrics in each Performance
Period to measure employee performance, each considered
independently of each other:

       (1) "EBITDAR,"which is adjusted earnings before interest,
tax, depreciation, amortization, and restructuring costs; and

       (2) "Recurring Revenue," which is calculated based on the
retention of business from customers generating recurring revenue.

   (c) The Performance Targets:  Participants qualify for incentive
payments if the Debtors achieve specified targets for each of the
Performance Metrics for each quarter: (i) for EBITDAR, the
threshold and maximum performance outcomes are established within a
range of 70 to 110 percent of the target annual operating plan
performance level, and (ii) for Recurring Revenue, the threshold
and maximum performance outcomes are established with a range of 70
to 100 percent of the targeted annual operating plan performance
level

   (d) Potential Payment Amounts:  The estimated cost of the
Performance Award Program is approximately $1.75 million each
quarter, for two quarters, at target pay-out levels and $1.925
million each quarter, for two quarters, at maximum overachievement
pay-out levels, totaling a maximum cost of $3.85 million for both
quarters.

The Debtors aver that in addition to running the Debtors'
day-to-day affairs, the participants have seen a substantial
increase in their workloads in recent months without any
concomitant increase in their compensation.  The Debtors further
aver that as the chapter 11 cases progress, management will again
see their workload increase, and it will be essential to
incentivize superb performance.  The Debtors contend that providing
incentive opportunities, such as those contemplated by the
Performance Award Program, will serve as a reasonable incentive for
the Debtors to achieve and possibly to exceed, their near-term
operational goals.

The Debtors' Motion is scheduled for hearing on April 11, 2016 at
11:30 a.m.

                   About Aspect Software Parent

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

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

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


ASPECT SOFTWARE: Seeks OK of Backstop Agreement, Rights Offering
----------------------------------------------------------------
Aspect Software Parent, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to authorize
their entry into a Backstop Agreement, as well as the approval of
their rights offering procedures.

The Backstop Agreement was entered into by Aspect Software Parent,
Inc. and:

     (i) certain funds or accounts managed, advised, or sub-advised
by GSO Capital Partners LP;

    (ii) certain funds and accounts managed and advised by MidOcean
Credit Fund Management, L.P;

   (iii) certain funds or accounts managed, advised, or sub-advised
by Guggenheim Partners Investment Management LLC or its
affiliates;

    (iv) certain funds and/or accounts managed by J.P. Morgan
Investment Management Inc.; and

     (v) AIC Finance Partnership.

As of Dec. 31, 2015, the Debtors reported approximately $940
million in book value in assets and $1 billion in total
liabilities.

The significant funded debt obligations include:

     (a) approximately $29 million in principal amount and $1
million of issued letter of credit obligations under its first lien
revolving credit facility ("First Lien Revolving Credit Facility");


     (b) approximately $447 million of principal amount of
obligations under the first lien term loan ("First Lien Term
Loan"); and

     (c) approximately $320 million in principal amount of 10.625%
second lien notes due May 2017 ("Second Lien Notes").

The Debtors contend that they filed their Chapter 11 cases with a
plan support agreement and accompanying term sheet reflecting
widespread support across the Debtors' capital structure.  The
Debtors further contend that the Term Sheet and Plan contemplate
the Rights Offering and Backstop Agreement, ultimately eliminating
approximately $380 million in funded debt obligations, providing
Aspect with an infusion of $60 million, and reducing annual cash
interest expense by approximately $27 million.

The Plan provides for, and is funded in part by, the Rights
Offering. Under the Plan, Holders of Allowed Second Lien Note
Claims that satisfy the requirements set forth in the Institutional
Accredited Investor Questionnaire and on the timeline contemplated
in the Rights Offering Procedures ("Eligible Offerees") will
receive subscription rights ("Rights") to purchase convertible
pay-in-kind notes that will, upon the occurrence of certain
conversion conditions, mandatorily and automatically convert into
approximately 25% of reorganized Aspect's new equity ("New Equity",
and such convertible notes as defined in the Plan, the "HoldCo PIK
Convertible Notes"), subject to certain dilutions described in the
Plan.

The Debtors relate that the Rights Offering will provide them with
new capital and allow the Debtors to repay any amounts drawn under
their postpetition debtor-in-possession financing facility (the
"DIP Facility"), which has been approved on an interim basis by the
Court, fund recoveries to general unsecured creditors, satisfy
other chapter 11 emergence costs, and support the Debtors'
post-emergence operations.

The Debtors aver that to further effectuate the Plan and ensure the
necessary funding is obtained in the Rights Offering, the Backstop
Parties, which hold a substantial amount of claims under the First
Lien Revolving Credit Facility, the First Lien Term Loan, and the
Second Lien Notes, as well as hold commitments under the DIP
Facility, have committed to backstop the Rights Offering pursuant
to the Backstop Agreement ("Backstop Commitment").

The Backstop Agreement provides for a payment to the Backstop
Parties in the form of 5% of the aggregate number of shares of New
Equity to be issued on the effective date of the Plan, subject to
dilution on account of the New Equity to be issued in connection
with the management incentive plan described in the Plan ("Backstop
Put Amount").  Pursuant to the Backstop Agreement, the Backstop Put
Amount is payable solely in the form of New Equity, and solely upon
consummation of the Plan, and is not payable following a
termination of the Backstop Agreement.

As set forth in the Backstop Agreement, if the Backstop
Agreement is terminated, it provides for a termination payment
equal to $3 million ("Termination Payment") if:

     (1) the Debtors terminate the Plan Support Agreement or the
Backstop Agreement in order to exercise their "fiduciary out", or

     (2) the Requisite First Lien Lenders terminate the Plan
Support Agreement pursuant to any of the Consenting Lender
Termination Events

According to the Backstop Agreement, upon such a termination, the
Backstop Put Amount will not be payable and the Backstop Parties or
their designees, based upon their backstop percentages, will
instead be entitled to the Termination Payment, which will
constitute an allowed administrative expense claim in the Chapter
11 Cases; provided, that in the event of a First Lien Termination
Event, no payments, distributions or other transfers will be made
on account of the Termination Payment, or any administrative
expense claim associated therewith, unless and until all allowed
First Lien Claims, including all prepetition and postpetition
claims held by the holders of First Lien Claims, have been
indefeasibly paid in cash in full, including all allowed claims for
principal, interest, fees and other amounts derived from or based
upon the First Lien Credit Agreement.

The Rights Offering Procedures provide for a three-step process for
an Eligible Offeree to fully exercise its right to participate in
the Rights Offering ("Subscription Rights"):

     (1) Timely Completion of an Institutional Accredited Investor
Questionnaire.  Each Eligible Offeree that wishes to participate in
the Rights Offering must complete and timely and validly return to
Prime Clerk LLC, who the Debtors will seek to appoint as
subscription agent, an institutional accredited investor
questionnaire, which will be sent to the Eligible Offerees
following Court approval of the Rights Offerings Procedures.

     (2) Completion of Rights Exercise Form.  Each Eligible Offeree
must complete a rights offering subscription exercise form ("Rights
Exercise Form"), which will be sent to the Eligible Offerees who
have timely and validly completed and returned a properly completed
Institutional Accredited Investor Questionnaire.

     (3) Payment of Applicable Purchase Price.  Each Eligible
Offeree must pay the applicable purchase price, which is an amount
equal to the Eligible Offeree's pro rata share of the New Notes
Maximum Aggregate Principal Amount ("Rights Exercise Price"), such
pro rata share to be calculated as the proportion that an Eligible
Offeree's Allowed Second Lien Note Claim bears to the aggregate of
all Allowed Second Lien Note Claims as of April 26, 2016, rounded
down to the nearest dollar.

In order to participate in the Rights Offering, each Eligible
Offeree must submit to the Subscription Agent an Institutional
Accredited Investor Questionnaire by May 16, 2016 at 5:00 p.m.  The
Rights Offering will commence on May 16, 2016 at 5:01 p.m.,
following which the Rights Exercise Forms will be mailed or made
available to Eligible Offerees who timely and validly completed and
returned a properly completed Institutional Accredited Investor
Questionnaire.  The Rights Offering will expire at 5:00 p.m. on May
31, 2016, unless extended by the Debtors with the consent of the
Requisite Backstop Parties.  The Debtors will promptly notify the
Eligible Offerees of any extension or of any new Rights Expiration
Time.

The Debtors tell the Court that their business judgment underlying
the decision to enter into the Backstop Agreement, satisfy the
Backstop Put Amount, and effectuate the Rights Offering pursuant to
the Rights Offering Procedures and Rights Offering Materials is
undeniably sound.  The Debtors further tell the Court that they
explored every viable alternative to deliver their capital
structure in an expeditious manner and believe that the
transactions contemplated by the Plan and Plan Support Agreement,
including the Rights Offering and Backstop Agreement, represent the
best available alternative from both an enterprise and stakeholder
perspective.  The Debtors add that the Backstop Agreement and
Rights Offering assure the Debtors and their stakeholders that,
subject to the satisfaction of the applicable conditions precedent,
the Debtors have a necessary source of new capital committed to
fund the Plan and effectuate the transactions contemplated
therein.

Aspect Software Parent, Inc., and its affiliated debtors are
represented by:

          Domenic E. Pacitti, Esq.
          Michael W. Yurkewicz, Esq.
          KLEHR HARRISON HARVEY BRANZBURG LLP
          919 N. Market Street, Suite 1000
          Wilmington, DE 19801
          Telephone: (302)426-1189
          Facsimile: (302)426-9193
          E-mail: dpacitti@klehr.com
                  myurkewicz@klehr.com

                 - and -

          Morton Branzburg, Esq.
          KLEHR HARRISON HARVEY BRANZBURG LLP
          1835 Market Street, Suite 1400
          Philadelphia, PA 19103
          Telephone: (215)569-2700
          Facsimile: (215)568-6603
          E-mail: mbranzburg@klehr.com

                 - and -

          Joshua A. Sussberg, Esq.
          Aparna Yenamandra, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Telephone: (212)446-4800
          Facsimile: (212)446-4900
          E-mail: joshua.sussberg@kirkland.com
                 aparna.yenamandra@kirkland.com

                 - and -

          James H.M. Sprayregen, Esq.
          William A. Guerrieri, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312)862-2000
          Facsimile: (312)862-2200
          E-mail: james.sprayregen@kirkland.com
                  will.guerrieri@kirkland.com

                       About Aspect Software

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

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

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


ASPECT SOFTWARE: Wants to Assume Plan Support Agreement
-------------------------------------------------------
Aspect Software Parent, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the District of Delaware to authorize
their assumption of a Plan Support Agreement signed with secured
creditors.

As of Petition Date, the principal amount of the Debtors'
consolidated funded debt obligations are comprised of:

     (a) approximately $29 million of principal amount and $1
million of issued letters of credit obligations under the revolving
credit facility ("First Lien Revolving Credit Facility") under that
certain credit agreement dated May 7, 2010 ("First Lien Credit
Agreement"), with Wilmington Trust, N.A. serving as successor
administrative agent, JPMorgan Chase Bank, N.A., and Bank of
America, N.A. serving as co-syndication agents, and the lenders
party thereto;

     (b) approximately $447 million of principal amount of
obligations under the senior secured first lien term loan ("First
Lien Term Loan") issued under the First Lien Credit Agreement;

     (c) approximately $320 million in principal amount of the
secured second lien notes ("Second Lien Notes") issued under that
certain indenture dated May 7, 2010 ("Indenture") by and among
Aspect Software, Inc., as borrower, U.S. Bank N.A., as successor
administrative and collateral agent, and the lenders party
thereto.

The Debtors had executed a Plan Support Agreement with the
Consenting First Lien Committee and Consenting Cross-Over
Committee.  The Consenting First Lien Committee consists of
beneficial holders, or investment advisors or managers for the
account of beneficial holders, of First Lien Claims.  The
Consenting Cross-Over Lenders consist of beneficial holders, or
investment advisors or managers for the account of beneficial
holders of both the First Lien Claims and the Second Lien Note
Claims.

The Parties have agreed to a restructuring of the Company that will
be implemented and consummated pursuant to a chapter 11 plan of
reorganization and the Plan Support Agreement.

The Plan Support Agreement sets forth certain deadlines
("Milestones") intended to facilitate the expeditious resolution of
the chapter 11 cases and provides that the Consenting Lenders may
terminate the Plan Support Agreement in the event that the Debtors
do not meet the Milestones.

The Milestones provide for the following timeline:

     (a) obtain Court approval of the final debtor in possession
financing order on or before 35 calendar days of the Petition Date,
i.e., April 13, 2016;

     (b) obtain Court approval of the motion to approve the
Disclosure Statement within 50 days from the Petition Date, i.e.
April 28, 2016;

     (c) obtain Court approval of the assumption of the Plan
Support Agreement within 50 calendar days from the Petition Date,
i.e. April 28, 2016;

     (d) obtain Court approval of the Backstop Agreement within 50
calendar days from the Petition Date, i.e. April 28, 2016;

     (e) confirm the Plan within 90 calendar days from the Petition
Date, i.e. June 7, 2016; and

     (f) obtain an effective date for the Plan on or before 105
calendar days after the Petition Date, i.e. June 22, 2016.

The Debtors tell the Court that entering into the Plan Support
Agreement marks a crucial next step for the Debtors toward
maximizing the value of their estates and emerging from chapter 11.
The Debtors submit that doing so is in keeping with the sound
exercise of their business judgment.

                   About Aspect Software Parent

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

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

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


ASTORIA ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Loans
---------------------------------------------------------------
Moody's Investors Service affirmed Astoria Energy LLC's Ba3 rating
on its senior secured credit facilities. Concurrent with this
affirmation, Moody's revised Astoria's outlook on its credit
facilities to negative from stable.

"The outlook revision to negative reflects concerns about Astoria's
ability to generate sustained financial metrics consistent with our
original projections as well as our concerns about Astoria's pace
of deleveraging. For 2016, we anticipate that leverage metrics
measured by funds from operations to debt (FFO/Debt) will remain
close to 6% and the debt service coverage ratio (DSCR) will be
around 2.0x both of which are below our expectations of achieving
FFO/Debt of 11% and a DSCR of 2.4x."

Astoria Energy owns the approximate 585MW (summer and winter
rating) combined cycle generating facility in Astoria, Queens, New
York.

RATINGS RATIONALE

"The Ba3 rating reflects Astoria's position as a very efficient
generator located within Zone-J, a highly congested load pocket and
the most constrained zone of the New York ISO. Astoria's strategic
location enables it to earn premium energy and capacity market
revenues. In 2015, Astoria generated approximately $88 million in
cash flow available for debt service (CFADS), enabling it to reduce
its debt balance by approximately $37 million, $7 million of which
was comprised of mandatory principal payments. We further expect
that Astoria will generate around $85 million of CFADS and reduce
its debt by approximately $35 million in 2016. This level of debt
reduction in light of an extremely soft commodity market
environment along with the importance of Astoria being a
well-operating, Zone-J combined cycle asset continues to support
Astoria's Ba3 rating notwithstanding the 2015 lower than expected
performance where the FFO/Debt was around 6.5% and the DSCR was
around 1.9x."

"We acknowledge that Astoria's location alone does not fully
shelter it from the weak commodity environment currently plaguing
many regional electricity markets across the US. Energy margins,
net of fuel costs, are likely to be nearly 25-30% lower in 2016
compared to Moody's original 2016 expectation. Astoria also
generates capacity revenue for approximately 55% of total gross
margin. Capacity revenue is somewhat volatile in New York owing to
monthly spot auctions compared to other capacity markets whose
full-year capacity market prices are known three-years' hence. The
capacity auction amount is partly determined by a peak load
forecast and the locational capacity requirement (LCR), both of
which declined for the forth-coming 2016/2017 capability year. As a
result, capacity auction revenue is anticipated to be 20-25% lower
than we anticipated.???

???While Astoria's aforementioned positive cash flow generation and
incremental deleveraging during 2015 and 2016 are credit positive,
the level of deleveraging is lower than anticipated under the
Moody's original base case. The lower level of deleveraging is also
partly structural in nature given that Astoria's financing
agreements require 75% of post-debt service cash flow to reduce
debt, with 25% of post debt service cash flow being distributed to
project sponsors. With current leverage approximating nearly
$1,280/kW, Astoria is the most levered merchant generating asset in
the Ba-rating category within Moody's rated project finance
portfolio. Despite higher refinancing risk now present, the
strategic location of the Astoria generating plant and extremely
high cost to build new in-city generation ameliorates our concerns
for the time being regarding Astoria's ability to refinance its
term debt."

"The rating further recognizes the make-up of Astoria's current
owners, which we view as a credit strength, since it includes a
diversified group of international power conglomerates and industry
focused private equity investors. Nearly 80% of the economic
ownership comes from affiliates of investment grade-rated Mitsui &
Co. and ENGIE SA (formerly GDF Suez)."

The negative rating outlook reflects Astoria's weaker than expected
financial performance and concerns over the pace of deleveraging.

"Given the negative outlook and our belief that weaker than
expected performance will persist, the ratings are not expected to
be upgraded. The ratings could stabilize should Astoria achieve
debt reduction on pace with our original expectations, including
reducing its outstanding debt balance by year-end 2016 to at least
$700 million. Longer term, consistent FFO/Debt metrics that exceed
15% and DSCRs above 2.5x on sustained basis could warrant an
upgrade. Greater than expected debt reduction could also lead to
consideration of a higher rating."

The ratings could be downgraded if FFO/Debt and DSCRs remain
consistently less than 10% and 2.0x. Substantially weak operating
performance with availability below 90% or forced outage rates
above 10% could also warrant negative rating action.


ATLANTIC CITY MUA: Moody's Rating on $7.5MM Revenue Debt to B3
--------------------------------------------------------------
Moody's Investors Service has downgraded Atlantic City Municipal
Utilities Authority's (NJ) rating to B3 from B2, affecting $7.5
million of $16.6 million of net water revenue debt outstanding. The
outlook remains negative.

The B3 reflects heightened risk to MUA bondholders given the
authority's governance relationship with Atlantic City (Caa3
negative) and the possibility for a dissolution of the MUA, which
would bring it under city control as the city's fiscal crisis
worsens. The city would assume responsibility for making debt
service payments, a major credit negative given the city's
precarious finances. The rating also reflects the authority's
currently adequate debt service coverage, low debt burden,
sum-sufficient rate covenant, and a cash funded debt service
reserve fund.

Rating Outlook

The negative outlook reflects heightened risk to water revenue
bondholders given signals that Atlantic City may pursue a
dissolution of the water system, and that the city may undergo debt
restructuring.

Factors that Could Lead to an Upgrade

An Atlantic City fiscal recovery plan that fully protects water
revenue bondholders

Factors that Could Lead to a Downgrade

Formal proposals or plans to dissolve, sell, or lease MUA assets
without fully protecting water revenue bondholders

Additional casino closures beyond our projection of one to two
within the next two years

Further risk of the city filing for Chapter 9 bankruptcy

Legal Security

The bonds are secured by net revenues of the authority and
additionally by a general obligation guarantee pledge of the city,
via the provisions of a service contract.

Use of Proceeds

Not Applicable

Obligor Profile

The authority is a relatively small system with $15.7 million of
annual revenues. It collects 70% of its raw water from underground
wells and the remainder from surface water at two reservoirs.


AXION INTERNATIONAL: Says Community Sale Objection Has No Basis
---------------------------------------------------------------
Axion International, Inc, et al., submitted to the U.S. Bankruptcy
Court for the District of Delaware, their Reply to The Community
Bank's Objection to the Debtors' amended motion seeking approval of
revised bidding procedures.

The Debtors relate that the objections and concerns of the Official
Committee of Unsecured Creditors ("Official Committee"), Allen
Kronstadt and Plastic Ties Financing, LLC ("Krondstat Parties") and
other objectors ("Resolved Objectors"), including Rutgers, The
State University of New Jersey, Sicut Enterprises Limited and
McClennan County, have been resolved.  They further relate that
despite having resolved the objections and concerns, Community Bank
contends that its objections have not been resolved and that the
circumstances have not changed.

In consultation with the Committee, the Kronstadt Parties and the
Resolved Objectors, the Debtors have made substantial changes to
the Revised Bidding Procedures, which include:

   (a) The Revised Bidding Procedures make it clear that the
Debtors are not seeking to sell Community Bank's collateral (the
"Community Bank Collateral") and, accordingly, Community Bank's
consent to the sale is unnecessary;

   (b) The Revised Bidding Procedures make it clear that the
Debtors are not seeking to "cancel Community Bank's liens" -- in
fact, Community Bank was granted relief from the automatic stay in
order to retrieve the Community Bank Collateral and the Debtors
have demanded that Community Bank immediately retrieve the
Community Bank Collateral;

   (c) In connection with the Revised Bidding Procedures, and since
before the filing of the Plan, the Debtors and their attorneys and
investment banker Gordian Group, LLC ("Gordian") have been actively
soliciting investments in connection with the sale of the Debtors'
assets; and

   (d) The Revised Bidding Procedures are consistent with the
Global Settlement and, once approved, will allow the Debtors to
proceed towards confirmation of a Joint Liquidating Plan (the
"Plan") dated March 7, 2016 with the support of the Committee and
the Kronstadt Parties ("Plan Proponents"), which incorporates the
Global Settlement.

In asking the Court to overrule Community Bank's Objection, the
Debtors state, "Community Bank's Amended Bidding Procedures
Objection is based on a series of unsupported, conclusory
statements and assumptions as part of an attempt by Community Bank
to obtain value to which it is not entitled. There is no
supportable factual basis for the relief requested in the Amended
Bidding Procedures Objection."

Axion International, Inc., and its affiliated debtors are
represented by:

          Scott D. Cousins, Esq.
          Ashley B. Stitzer, Esq.
          Evan T. Miller, Esq.
          BAYARD P.A.
          222 Delaware Avenue, Suite 900
          Wilmington, DE 19801
          Telephone: (302)655-5000
          Facsimile: (302)658-6395
          E-mail: scousins@bayardlaw.com
                  astitzer@bayardlaw.com
                  emiller@bayardlaw.com

                    About Axion International

Axion International, Inc., et al., manufacture, market and sell
structural products and building materials, with an emphasis on
railroad ties and construction mats. As of Dec. 2, 2015, Axion had
70 employees.

Axion International Holdings, Inc., is a publicly-traded company
(AXIH), organized under Colorado law, with executive offices
located in Zanesville, Ohio.  As of the Petition Date, Holdings
had
54,121,611 shares of common stock, par value $0.016 per share,
traded on the OTCC Bulletin Board.

Axion International, Inc., Axion International Holdings, Inc. and
Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12415) on Dec. 2, 2015.

The petitions were signed by Donald W. Fallon, the CFO and
treasurer.  Judge Christopher S. Sontchi has been assigned to the
cases.

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

The Debtors tapped Bayard, P.A., as counsel.  Greenberg Traurig
LLP
serves as special counsel.  Epiq Bankruptcy Solutions, LLC serves
as the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors is represented by
Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson,
Esq., at the Law Offices of Sandra Mayerson.

Community Bank is represented by Christopher P. Simon, Esq., and
Kevin S. Mann, Esq., at Cross & Simon, LLC.


BALMORAL RACING: Loeb, Yellen to Auction Assets on April 27-28
--------------------------------------------------------------
Loeb Winternitz Industrial Auctioneers and Yellen Partners
disclosed that they will be conducting a two-day auction to
liquidate the assets from Balmoral Racing Club, Inc. and Maywood
Park Trotting Association, Inc.  The auction will take place online
April 27 and 28.

"We are honored to be retained to manage the sale of the personal
property assets of these two famous racing venues," stated Charles
J. Winternitz, president of Loeb Winternitz Industrial Auctioneers.
"The auction includes all the ground maintenance equipment,
vehicles, and many memorabilia items from throughout the decades.
The partnership between Loeb Winternitz and Yellen Partners is the
needed combination to recover the highest value for the assets."

Principals from both firms worked together previously to liquidate
the former Sportsman's Park also known as Chicago Motor Speedway.

"We look forward to offering the public an opportunity to purchase
a piece of history from these two parks, in addition to machinery
and equipment at a quality value," said Brian Yellen, president of
Yellen Partners.

Balmoral Park, located just south of Crete, Illinois, closed in
December of 2015.  Originally Lincoln Fields from 1926 to 1968
hosting thoroughbred racing, and subsequently, Balmoral Park
hosting Harness Racing.  Maywood Park, located in Melrose Park,
also held its last races in late 2015 after nearly 70 years of
operation.  Both tracks were shuttered after judgment was passed
against the owners in a suit brought by the casinos, after a
decision by the Illinois Racing Board to award racing dates
exclusively to Hawthorn Race Course, and subsequent bankruptcy.

The auctions are being held by order of the Honorable Donald R.
Cassling, for the U.S. Bankruptcy Court, Northern District of IL,
Eastern Division, Case Numbers: 14-45711 ??? Assets of Balmoral
Park Racing Club, Inc. and 14-45718 ??? Assets of Maywood Park
Trotting Association, Inc.

                  About Yellen Partners, LLC

Yellen Partners, LLC -- http://www.yellenpartners.com-- is a
specialized, hands-on provider of asset monetization solutions
focused on the acquisition and disposition of retail and wholesale
inventories, as well as healthcare and industrial machinery and
equipment, for businesses seeking to continue operations or sell
assets as a going concern.  Core activities include sourcing,
acquiring and monetizing distressed and other surplus assets
through transaction strategies, including, but not limited to,
retail store closings, orderly liquidations of wholesale
inventories and specialty assets, as well as private treaty sales
and on-site and on-line auctions.

                     About Loeb Winternitz

Loeb Winternitz Industrial Auctioneers --
http://www.loebwinternitz.com-- is a full service auction division
specializing in Webcast and Online Only auction asset disposition
services.  

                     About Balmoral Racing

Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood
Park racetracks in Illinois under a license granted by the State of
Illinois pursuant to the Illinois Horse Racing Act of 1975.

Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and
Maywood Park Trotting Association (Bankr. N.D. Ill. Case No.
14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24,
2014, to continue operations into 2015 and protect themselves
against property seizure.  Both cases were consolidated on December
31, 2014.

Alexander F. Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q.
Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors'
bankruptcy counsel.

Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Cases.


BALMORAL RACING: Taps Yellen and Loeb Winternitz as Auctioneers
---------------------------------------------------------------
Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc., sought and obtained authority from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ the firms of Yellen
Partners, LLC, an Illinois limited liability company, and Loeb
Winternitz Industrial Auctioneers, an Illinois limited liability
company, to conduct public auctions of the Debtors' tangible
personal property assets.

The Court authorized the Debtors and the Auctioneers, without
further Court order, to conduct a public auction of the Assets,
including the OTB Assets by means of a public online auction and
onsite public auctions at each of the Debtors' primary business
locations, at such time and dates as is mutually agreed to by the
Debtors, the Judgment Creditors and the Auctioneers, pursuant to
the terms set forth in that certain consulting agreement between
the Debtors and the Auctioneers dated March 10, 2016.

In addition to the Auctions, the Auctioneers, upon obtaining
consent of the Debtors and Judgment Creditors, may sell the OTB
Assets prior to an Auction to the highest and best bidder that they
determine is available under the circumstances, and will not be
required to move the Assets to the Facilities for Auction.

The Assets will be sold on an "as is, where is" basis, free and
clear of all liens, claims, encumbrances and interests.

The Debtors are also authorized to pay the Auctioneers the "Base
Fee" up to an amount of $75,000, if the proceeds generated from the
Auctions, net of all sale expenses, exceed $550,000. in accordance
with the terms of the Agreement.  All proceeds from the Auctions
will be deposited in kind into a segregated sales proceeds account
maintained by the Auctioneers, pending the distributions provided
in the Agreement and this Order, provided that the Auctioneers may
withdraw from such account amounts necessary to pay their sale
expenses as they become due, with any such distributions to be
credited against the Base Fee.

In addition to, and not as part of, the Base Fee, Auctioneers will
be entitled to charge and retain for their own account a reasonable
and customary buyer's premium to all purchasers at the Auctions not
to exceed 18%, including a 15% premium for onsite buyers.  Any such
Buyer's Premium collected will not be considered part of the
Proceeds.

All Proceeds in excess of $625,000, if any, will be remitted to,
and retained by, the Debtors as their sole and exclusive property.
None of the fees payable to the Auctioneers will constitute a
"bonus" under applicable law.  The Auctioneers are exempt from any
requirement to keep time records in connection with its
engagement.

                      About Balmoral Racing

Balmoral Racing Club, Inc., and Maywood Park Trotting Association,
Inc. operate pari-mutuel wagering at the Balmoral Park and Maywood
Park racetracks in Illinois under a license granted by the State of
Illinois pursuant to the Illinois Horse Racing Act of 1975.

Balmoral Racing Club (Bankr. N.D. Ill. Case No. 14-45711) and
Maywood Park Trotting Association (Bankr. N.D. Ill. Case No.
14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24,
2014, to continue operations into 2015 and protect themselves
against property seizure.  Both cases were consolidated on December
31, 2014.

Alexander F. Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q.
Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors'
bankruptcy counsel.

Neither a trustee nor a committee of unsecured creditors has been
appointed in the Chapter 11 Cases.


BMR HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: BMR Holdings, LLC
           dba Patchington
        13920 58th St. N., #1006
        Clearwater, FL 33760

Case No.: 16-02944

Chapter 11 Petition Date: April 6, 2016

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Stephen R Leslie, Esq.
                  STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  E-mail: sleslie.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Levich, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb16-02944.pdf


BRANTLEY LAND: Gets Approval of Amended Deal With State Bank
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Georgia
approved an amendment to a settlement agreement entered into by
Brantley Land and Timber Company LLC and State Bank and Trust Co.

The amended agreement requires the companies to execute quitclaim
deeds to be prepared by or on behalf of Brantley's Chapter 11
trustee or the Brantley County Tax Commissioner to effectuate
certain provisions of the agreement.

Under the deal, State Bank will receive payment in the amount of
$250,000 from the real estate developer.  In exchange, the bank
agreed to have its claim against Brantley converted to a general
unsecured claim, and surrender all of its collateral to the
developer.

State Bank also agreed to withdraw its motion filed in November
last year in which it asked for the dismissal of Brantley's
bankruptcy case, according to court filings.

A copy of the amended agreement is available for free at
http://is.gd/WQ8uln

                       About Brantley Land

Brantley Land & Timber Company, LLC, is a real estate development
company which originally held over 1,000 lots in a development
located in Brantley County, Georgia.

In July, 2011, State Bank & Trust Company obtained a judgment in
Fulton County Superior Court against Brantley Land and its
principals for an amount, including interest and fees, currently in
excess of ten million dollars, and the Superior Court also
appointed receiver Jerry Harper to take control of Debtor, based at
least in part on the misappropriation of funds by two of
Brantley Land's principals.

Brantley Land filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Ga. Case No. 15-20584) in Brunswick, Georgia, on July 16, 2015.
Jerry W. Harper, receiver, signed the petition.  The Debtor, under
the control of the receiver, tapped McCallar Law Firm as counsel.

Following the Chapter 11 filing, the Court appointed R. Michael
Souther as Chapter 11 Trustee.


BREF HR: Cancels Registration of Class A Units
----------------------------------------------
BREF HR, LLC, has terminated the registration of its Class Units by
filing a Form 15 with the Securities and Exchange Commission on
April 5, 2016.  As of that date, there was only one holder of the
Units.

                          About BREF HR

BREF HR, LLC owns and operates the Hard Rock Hotel & Casino Las
Vegas.  The company maintains its headquarters in New York.
BREF is a Delaware limited liability company that was formed on
February 11, 2011.  The Company does not maintain a corporate
website.  The affairs of the Company are governed by a Limited
Liability Company Agreement dated as of March 1, 2011.

BREF HR reported a net loss of $120 million on $194 million of net
revenues for the year ended Dec. 31, 2015, compared to a net loss
of $103 million on $200 million of net revenues for the year ended
Dec. 31, 2014.  As of Dec. 31, 2015, the Company had $570 million
in total assets, $992 million in total liabilities and a total
members' deficit of $423 million.

Deloitte & Touche LLP, Las Vegas, Nevada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that recurring losses from operations
and the contractual debt repayments due April 4, 2016 raise
substantial doubt about its ability to continue as a going concern.


BROCADE COMMUNICATIONS: Buyout Won't Affect Moody's Ba1 CFR
-----------------------------------------------------------
Moody's Investors Service said Brocade Communications Systems,
Inc.'s planned acquisition of Ruckus Wireless, Inc. substantially
increases financial leverage but does not affect the company's Ba1
Corporate Family Rating or stable ratings outlook.


BROCADE COMMUNICATIONS: S&P Rates Proposed $900MM Facilities 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '3' recovery rating to San Jose, Calif.-based networking
solutions provider Brocade Communications Systems Inc.'s proposed
$900 million five-year senior unsecured credit facilities.  The '3'
recovery rating indicates S&P's expectation for meaningful recovery
(50%-70%; upper half of the range) in the event of a payment
default.  The proposed facilities will be unsecured and guaranteed
by the company's domestic subsidiaries, which could provide
superior recovery relative to the existing unguaranteed debt in the
event of default.  However, recovery ratings on unsecured debt
issued by corporate entities with corporate credit ratings in the
'BB' category are generally capped at '3' to account for the risk
that their recovery prospects are at greater risk of being impaired
by the issuance of additional priority or pari passu debt prior to
default.

Brocade announced that it plans to acquire Wi-Fi network solutions
supplier Ruckus Wireless Inc. for approximately $1.2 billion, net
of cash.  S&P expects the company to fund the acquisition with $660
million of cash, including proceeds from its proposed $900 million
unsecured credit facility (comprised of an unfunded $100 million
revolver and $800 million term loan A), and $817 million of Brocade
stock.  The company expects the transaction to close by the end of
its fiscal third quarter ending July 30, 2016.

Brocade also announced that it will increase its stock-buyback
program by $800 million to repurchase the approximate number of
shares it will issue to finance the acquisition, which means that
cash outlay (cash for acquisitions and for share buybacks) for the
transaction will approximate the purchase price of $1.2 million.
Ruckus Wireless generated revenue of about $373 million and
adjusted EBITDA of about $50 million in the 12 months ended
Dec. 31, 2015.  S&P expects the acquisition will bring some revenue
and cost synergies as the two companies have complementary wired
and wireless networking product offerings, and no material revenue
or product overlap.  S&P expects pro forma leverage will be below
1x at close, and will increase to the low-1x area when S&P accounts
for the expected share repurchase, from a net cash position as of
Jan. 30, 2016.  S&P expects leverage to decline to about 1x or
below over the next 12 months based on good free operating cash
generation and debt repayment.

S&P's 'BB+' corporate credit rating on Brocade remains unchanged
and reflects the company's leading market position in the storage
area networking (SAN) market, good profitability and cash flow, and
good credit protection measures.  Intense competition against much
larger competitors in the Internet Protocol (IP) networking market
and limited growth prospects in the SAN market offset these
strengths.

RATINGS LIST

Brocade Communications Systems Inc.
Corporate Credit Rating                 BB+/Stable/--

New Rating

Brocade Communications Systems Inc.
Senior Unsecured
$100 mil. revolver due 2021             BB+
  Recovery Rating                        3H
$800 mil. term loan A due 2021          BB+
  Recovery Rating                        3H



C & D PROPERTIES: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of C & D Properties of Missouri LLC.

C & D Properties of Missouri LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40525) on March
2, 2016. The Debtor is represented by George J. Thomas, Esq., at
Phillips & Thomas LLC.


C. WONDER: Plan Administrator Okayed to Terminate Prime Clerk
-------------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey signed the consent order authorizing Brian
Ryniker, as Plan Administrator of C. Wonder LLC, et al., to
terminate Prime Clerks LLC's services to the estate.

On Sept. 30, 2015, counsel for the plan administrator has advised
Prime Clerk in writing that he wished to terminate their services
as of Oct. 31, 2015.

In this relation, Prime Clerk is released and discharged as claims
and noticing agent in the Debtors' bankruptcy cases effective as of
Oct. 31, 2015, and will bear full responsibility in the Debtors'
bankruptcy cases.

As reported by the Troubled Company Reporter on Sept. 29, 2015,
Judge Michael B. Kaplan entered an order confirming the First
Amended Chapter 11 Joint Plan of Liquidation for C. Wonder LLC, et
al.

Women's wear retailer C. Wonder had 29 locations across 13 states
in 2014.  But due to mounting losses, C. Wonder closed most of its
stores and was left with four retail stores in the U.S. (Soho, Flat
Iron, Time Warner Center and Manhasset) as of the bankruptcy filing
in January 2015.

                        About C. Wonder

Founded by J. Christopher Burch in 2010, C. Wonder was a specialty
retailer with retail stores in the United States.  With
headquarters in New York, the company sold women's clothing,
jewelry, shoes, handbags and other accessories as well as select
home goods under the C. Wonder brand.

C. Wonder LLC and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 15-11127) in Trenton, New
Jersey on Jan. 22, 2015.  The cases are assigned to Judge Michael
B. Kaplan.

The Debtors tapped Cole, Schotz, Meisel, Forman & Leonard, P.A.,
as
counsel, and Marotta, Gund, Budd & Dzera, LLC, as crisis
Management
services provider.

As of the Filing Date, the Debtors had assets with a book value of
$43.7 million and liabilities of $61.0 million.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.  The Creditors'
Committee has tapped Porzio, Bromberg & Newman, P.C., as counsel,
and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial
advisors.


CAESARS ENTERTAINMENT: In Mediation, Executes Non-Disclosure Pact
-----------------------------------------------------------------
Caesars Entertainment Operating Company, Inc. ("CEOC"), a
subsidiary of Caesars Entertainment Corporation ("CEC"), on April 5
disclosed that, in connection with the commencement of a mediation
process intended to move its restructuring proceedings forward,
CEOC and its Chapter 11 debtor subsidiaries (the "Debtors")
executed a nondisclosure agreement with certain beneficial holders
of debt issued by CEOC, as well as certain of their non-Debtor
affiliates.

CEOC issued the following statement:

The Debtors are focused on a path towards emergence from Chapter
11, and are hopeful that the mediation process will be an important
step in building consensus for a resolution to our financial
restructuring process by facilitating discussion and negotiation
among the Debtors' key stakeholders.

                   About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.,
is one of the world's largest casino companies.  Caesars casino
resorts operate under the Caesars, Bally's, Flamingo, Grand
Casinos, Hilton and Paris brand names.  The Company has its
corporate headquarters in Las Vegas.  Harrah's announced its
re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015.  The bondholders are represented by
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill.  Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed seven noteholders to serve in the
Official Committee of Second Priority Noteholders and nine members
to serve in the Official Unsecured Creditors' Committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner.


CANEJAS S.A.: Hires C. Conde & Assoc. as Legal Counsel
------------------------------------------------------
Canejas, S.E., seeks authority from the Bankruptcy Court to employ
Carmen D. Conde Torres, Esq., from the Law Offices of C. Conde &
Assoc., as its legal counsel, to:

   (a) advise the Debtor with respect to its duties, powers and
       responsibilities in this case under the laws of the United
       States and Puerto Rico in which the Debtor-in-Possession
       conducts its operations, do business, or is involved in
       litigation;

   (b) advise the Debtor in connection with a determination
       whether a reorganization is feasible and, if not, help the
       Debtor in the orderly liquidation of its assets;

   (c) assist the Debtor with respect to negotiations with
       creditors for the purpose of arranging the orderly
       liquidation of assets and/or for proposing a viable plan of
       reorganization;

   (d) prepare on behalf of the Debtor the necessary complaints,
       answers, orders, reports, memoranda of law and/or any other
       legal papers or documents;

   (e) appear before the bankruptcy court, or any other court in
       which the Debtor asserts a claim interest or defense
       directly or indirectly related to this bankruptcy case;

   (f) perform other legal services for the Debtor as may be
       required in these proceedings or in connection with the
       operation of/and involvement with the Debtor's business,
       including, but not limited to notarial services;

   (g) employ other professional services, if necessary.

The compensation for professional services to be rendered in this
case is agreed as follows:

           Carmen D. Conde Torres           $300 per hour
           (Senior Attorney)

           Associates                       $275 per hour

           Junior Attorney                  $250 per hour

           Paralegal or In house            $150 per hour
           Special Clerical Services
           or Accounting Analyst

The Debtor has agreed to reimburse the firm for its costs and
expenses.

The Debtor paid the firm a retainer of $15,000.

Carmen D. Conde Torres represents she is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

                           About Canejas

Canejas, S.E., a single asset real estate, filed a Chapter 11
bankruptcy petition (Bankr. D. P.R. Case No. 16-02644) on April 4,
2016.  The petition was signed by Diego Chevere as managing
partner.  The Debtor listed total assets of $11.1 million and total
debts of $8.55 million.  C. Conde & Assoc. represents the Debtor as
counsel.  Judge Mildred Caban Flores is assigned to the case.


CARBON BEACH: Cal. App. Affirms Order Granting Fees to Receiver
---------------------------------------------------------------
Builders Bank appeals from an order granting receiver fees and
expenses to Receiver Robb Evans & Associates, LLC.

Builders contends that Receiver is entitled to compensation for
none or only some of the fees and expenses incurred after Carbon
Beach filed for bankruptcy on November 3, 2009. This leads Builders
to state, "After that date, the only tasks completed by the
Receiver were the turn over of the subject property, followed by
the Receiver defending himself in the bankruptcy court from charges
of negligence and breach of fiduciary duty and attempting to get
himself paid." Then Builders "submits that [Judge O'Donnell] abused
[her] discretion by failing to scrutinize the Receiver's request
for fees and costs for any value to [Builders] (or the receivership
estate). Instead, [Judge O'Donnell] adopted an all or nothing
approach???`You asked for the receivership[, so] you have to suffer
the consequences, whether it was of value to you or not[.]'. . . .
Essentially, [she] seemed prepared to have the Bank pay for
anything the Receiver did???whether it was defending himself from
alleged wrongdoing, or erroneously pursuing a
jurisdictionally-barred path to payment, because the court
construed those things to be `incident' to the receivership."

The fees and expenses that Builders questions are any that may have
been awarded with respect to Receiver's filing of the final account
motions; the motion to reconsider the transfer from Judge Meier to
Judge O'Donnell; efforts to reopen the bankruptcy case to obtain a
remand order; and the rescheduling of the final account motions due
to Receiver's failure to provide Judge O'Donnell with the remand
order. Builders states: "None of the above was [its] fault, nor
were any of these errors piled on errors `beneficial' in any way to
[it]. Yet the trial court ordered [Builders] to pay for every penny
incurred by the Receiver while he was litigating down the various
cul-de-sacs described above. There is no question but that if
[Builders] were an ordinary client and presented with a bill for
the Receiver's or his attorney's `services', [Builders] would have
ample reason not to pay it. [Builders] contends that the rubric
`Receiver' should not somehow entitle him to charge for meritless,
worthless or futile `work.' [??] In short, while the trial court
undoubtedly has broad discretion to award fees to a receiver, that
discretion must be bounded by applicable principles of law. . . .
No one should have to pay for another's mistakes, especially when a
cardinal consideration is whether the person to be charged
benefitted[.]"

Builders complains that it did not receive a benefit from
Receiver's services. That is only one factor to consider, and it is
not dispositive. Another factor is the identity of the person who
requested the receiver. Here, that was Builders. If benefit was
required, the record easily establishes it. Receiver managed the
property (which secured Carbon Beach's debt), paid taxes and
presided over substantial repairs, all of which added or retained
value prior to the foreclosure sale.

Builders also contends that it should not have to pay third party
claims because Receiver was not the real party in interest and the
claims were time barred.

In an Order dated March 8, 2016, which is available at
http://is.gd/ctT7AQfrom Leagle.com, the Court of Appeals of
California, Second District, Division Two, affirmed the Order.  The
court ruled that it would be inequitable and against wise policy
for courts and receivers to induce third parties to perform work
and services on behalf of a receivership estate and then deny
payment due to lapse of time before the final accounting. This
would create a disincentive for third parties to contract with
court-appointed receivers, it would undermine the integrity of the
judicial system, and it would unjustly enrich an entity such as
Builders who benefited from third party work and services, the
Court held.

The case is BUILDERS BANK, Plaintiff and Appellant, v. CARBON BEACH
PARTNERS, LLC, Defendant; ROBB EVANS & ASSOCIATES, LLC, Receiver
and Respondent, No. B259539 (Cal. App.).

Plaintiff and Appellant is represented by:

          Richard D. Grossman, Esq.
          LAW OFFICES OF RICHARD D. GROSSMAN
          211 W Wacker Dr #710
          Chicago, IL 60606
          Tel: (312)750-9308

Defendant and Respondent is represented by:

          Alan M. Mirman, Esq.
          Michal E. Bubman, Esq.
          Scott C. Timpe, Esq.
          MIRMAN, BUBMAN & NAHMIAS
          21860 Burbank Boulevard, Suite 360
          Woodland Hills, CA 91367
          Tel: (818)451-4600
          Fax: (818)451-4620
          Email: amirman@mbnlawyers.com
                 mbubman@mbnlawyers.com
                 stimpe@mbnlawyers.com

                    About Carbon Beach Partners

Calabasas, California-based Carbon Beach Partners, LLC, owns an
eight-unit, luxury condominium complex consisting of approximately
41,000 square feet, in Malibu, California.  Carbon Beach filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 09-24657) on
Nov. 3, 2009, Judge Geraldine Mund presiding.  Cynthia Futter,
Esq., at Futter-Wells PC, and Anne Wells, Esq., represent the
Debtor.  The Company disclosed $21,000,004 in assets and
$17,463,557 in liabilities as of the Chapter 11 filing.  Robb
Evans & Associates, LLC, is the appointed receiver in the Debtor's
case.


CASPIAN SERVICES: Jeffrey Brimhall Resigns as Director
------------------------------------------------------
Caspian Services, Inc., received the resignation of Jeffrey
Brimhall from the Company's board of directors on March 28, 2016,
according to a Form 8-K report filed with the Securities and
Exchange Commission.  The Company knows of no known disagreements
with Mr. Brimhall, including any disagreements regarding the
Company's operations, polices or practices.

                     About Caspian Services

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.

Caspian reported a net loss of $33.2 million on $16.4 million of
total revenues for the year ended Sept. 30, 2015, compared to a net
loss of $18.8 million on $29.9 million of total revenues for the
year ended Sept. 30, 2014.

As of Dec. 31, 2015, the Company had $33.75 million in total
assets, $111.61 million in total liabilities, all current, and a
total deficit of $77.86 million.

Haynie & Company, P.C., in Salt Lake City, Utah, the Company's
independent accounting firm, included a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2015.


CHAPARRAL ENERGY: Missed $14.8M Interest Payment on 9.875% Notes
----------------------------------------------------------------
Chaparral Energy, Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it did not make an interest
payment of $14.8 million, due April 1, 2016, on the 9.875% Senior
Notes, of which $298 million principal amount was outstanding on
that date.  The Company said if the interest payment is not made
within 30 days of its due date, such failure would result in an
event of default under the indenture relating to the 9.875% Senior
Notes, and the trustee or holders of at least 25% in principal
amount of the outstanding 9.875% Senior Notes may declare the
principal and any interest immediately due and payable.  The
Company's election to defer the interest payment on the 9.875%
Senior Notes may also result in a cross default under RBL Credit
Agreement.

Note Forbearance Agreements

In connection with the nonpayment by Chaparral Energy of interest
on certain of its 9.875% Senior Notes, on April 4, 2015, the
Company and certain holders of each of the Company's 8.25% Senior
Notes due 2021, the Company's 9.875% Senior Notes due 2020 and the
Company's 7.625% Senior Notes due 2022 entered into forbearance
agreements pursuant to which the noteholders agreed to forbear
until the Note Forbearance Termination Date from the exercise of
any and all rights and remedies in connection with the applicable
notes indenture and applicable law on account of: (i) a default or
event of default resulting from the Company's non-payment of
interest when due under the 8.25% Senior Notes indenture, (ii) a
default or event of default under the 9.875% Senior Notes indenture
or the 7.625% Senior Notes indenture resulting from the payment
default described in clause (i) or (iii) any default or event of
default arising from a default for which forbearance has been
obtained in another Note Forbearance Agreement or an RBL
Forbearance Agreement.

Under each Note Forbearance Agreement, the participating
noteholders agreed to forbear from exercising remedies under until
the earliest of: (a) April 15, 2016, (b) the occurrence of a
different event of default under an indenture, (c) a material
breach by the Company or any subsidiary guarantor of the terms of
that Note Forbearance Agreement, (d) the expiration or termination
of the forbearance period in another Note Forbearance Agreement or
an RBL Forbearance Agreement, (e) the breach of a representation or
warranty in that Forbearance Agreement by the Company or any
subsidiary guarantor and (f) the exercise by any stockholder under
the Company's Amended and Restated Stockholders' Agreement, dated
as of April 12, 2010, of the right to compel the company to
initiate or consummate a sale of all or substantially all of the
equity interests in the Issuer.

RBL Forbearance Agreements

Also on April 4, 2015 the Company entered into forbearance
agreements with (a) the Administrative Agent and a majority of the
lenders under the Eighth Restated Credit Agreement, dated as of
April 12, 2010, the Company., Chaparral Energy, L.L.C., Chaparral
Resources, L.L.C., Chaparral CO2, L.L.C., CEI Acquisition, L.L.C.,
CEI Pipeline, L.L.C., Chaparral Real Estate, L.L.C., Green Country
Supply, Inc., Chaparral Exploration, L.L.C., Roadrunner Drilling
L.L.C., each of the lenders from time to time party thereto,
JPMorgan Chase Bank, N.A. as Administrative Agent for the Lenders
and each of the other agents and parties from time to time party
thereto, and (b) certain swap counterparties that may have the
right to suspend payments under their swap agreements with the
Company.  Pursuant to the RBL Forbearance Agreements, the
Administrative Agent and the majority lenders have agreed to
forbear until the RBL Forbearance Termination Date (as defined
below) from the exercise of any and all rights and remedies
otherwise available under the Credit Agreement, related loan
documents and applicable law on account of (i) a default or event
of default resulting from the Company's non-payment of the default
portion of any applicable interest payment, (ii) an event of
default as a result of being parties to swap agreements in respect
of commodities that exceed 100% of the reasonably anticipated
projected production from proved reserves, (iii) an event of
default resulting from the failure to provide annual financial
statements for the fiscal year ended Dec. 31, 2015, without a
"going concern" or like qualification or exception, (iv) specified
defaults or event of defaults resulting from the non-payment of
interest on the 8.25% Senior Notes or 9.875% Senior Notes when due,
(v) a default or event of default resulting from failure to provide
notices required by the Credit Agreement with respect to other
defaults or (vi) a default or event of default under the Credit
Agreement resulting from a default under any indenture with respect
to which a majority in principal amount of forbearing noteholders
have granted forbearance.

Each Swap Counterparty that has signed the RBL Forbearance
Agreement has agreed to forbear until the RBL Forbearance
Termination Date from the exercise of any and all rights and
remedies otherwise available under the applicable swap agreements
and applicable law on account of the defaults specified in the
paragraph above.

Under the RBL Forbearance Agreements, the Administrative Agent,
majority lenders and Swap Counterparties have agreed to forbear
from exercising remedies under until the earliest of: (a) April 15,
2016, (b) the occurrence of a different event of default under the
Credit Agreement, (c) a material breach by the Company or another
"Credit Party" of the terms of that RBL Forbearance Agreement, (d)
the expiration or termination of the forbearance period in a Note
Forbearance Agreement, (e) any principal amount of "Material
Indebtedness" (as defined in the Credit Agreement) becomes due
prior to its scheduled maturity and (f) the breach of a
representation or warranty in that RBL Forbearance Agreement by any
Credit Party.

As previously announced, on March 1, 2016, the Company elected not
to make the interest payment on the 8.25% Senior Notes.  Under the
indenture governing the 8.25% Senior Notes, the failure to make the
interest payment was subject to a 30-day grace period before
constituting an event of default.  The Company did not make the
interest payment on the 8.25% Senior Notes within that 30-day grace
period.  As a result, an event of default occurred on
April 1, 2016, and is continuing under the indenture governing the
8.25% Senior Notes, of which $384 million principal amount was
outstanding on that date.

While the event of default is continuing under the indenture
governing the 8.25% Senior Notes, the trustee or holders of at
least 25% in principal amount of the outstanding Senior Notes may
declare the principal and any interest immediately due and payable.
The Company's failure to make such interest payment within the
30-day grace period resulted in a cross default under the Company's
credit agreement with its senior revolving lenders, which provides
that any default on material indebtedness becomes an Event of
Default under the RBL Credit Agreement if such default results in
the acceleration of such material indebtedness or permits such
acceleration with or without the giving of notice, the lapse of
time or both.  As of April 1, 2016, $548 million was drawn under
the RBL Credit Agreement.

A full-text copy of the Form 8-K report is available for free at:

                     http://is.gd/68cO7n

                       About Chaparral

Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation
headquartered in Oklahoma City and a pure play Mid-Continent
independent oil and natural gas exploration and production company.
The Company has capitalized on its sustained success in the
Mid-Continent area in recent years by expanding its holdings to
become a leading player in the liquids rich STACK play, which is
home to multiple oil-rich reservoirs including the Oswego, Meramec,
Osage, Woodford and Hunton formations.  In addition, the Company
has significant holdings in the Mississippi Lime play and a
leadership position in CO2 EOR where the Company is now the third
largest CO2 EOR operator in the United States based on the number
of active projects.  This EOR position is underscored by the
Company's activity in the North Burbank Unit in Osage County,
Oklahoma, which is the single largest oil recovery unit in the
state.

Chaparral Energy reported a net loss of $1.33 billion on $324.31
million of total revenues for the year ended Dec. 31, 2015,
compared to net income of $209 million on $682 million of total
revenues for the year ended Dec. 31, 2014.  As of Dec. 31, 2015,
Chaparral Energy had $1.20 billion in total assets, $1.82 billion
in total liabilities and a total stockholders' deficit of $620
million.

The Company's auditors Grant Thornton LLP, in Oklahoma City,
Oklahoma, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2015,
citing that the Company incurred a net loss of approximately $1,334
million during the year ended Dec. 31, 2015, and as of that date,
the Company's current liabilities exceeded its current assets by
approximately $1,522 million and its total liabilities exceeded its
total assets by approximately $620 million.  Also, subsequent to
Dec. 31, 2015, the Company is in default on its debt obligations.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.


CICERO INC: Amends 2015 Annual Report
-------------------------------------
Cicero Inc. filed with the Securities and Exchange Commission an
amended annual report for the fiscal year ended Dec. 31, 2015, to
file an amended Item 10 within Part III, to disclose information
about the Company's directors, executive officers and corporate
governance.

The following are the Company's directors and executive officers:

  Name                   Age           Position
  ----                   ---           --------
  John L Steffens        74            Director and Chairman
  John Broderick         66            Director and CEO/CFO
  Antony Castagno        48            Chief Technology Officer
  Ryan Levenson          40            Director
  Thomas Avery           62            Director
  Mark Landis            74            Director
  Bruce D. Miller        65            Director
  Don Peppers            65            Director

The Audit Committee is composed of Mr. Mark Landis and Mr. Bruce
Miller.  The responsibilities of the Audit Committee include the
appointment of, retention, replacement, compensation and overseeing
the work of the Company's independent accountants and tax
professionals.  The Audit Committee reviews with the independent
accountants the results of the audit engagement, approves
professional services provided by the accountants including the
scope of non-audit services, if any, and reviews the adequacy of
the Company's internal accounting controls.  The Audit Committee
met formally four times during our fiscal year ended Dec. 31,
2015.

Code of Ethics and Conduct

The Company's Board of Directors has adopted a code of ethics and a
code of conduct that applies to all of the Company's Directors,
Chief Executive Officer, Chief Financial Officer, and employees.  

A copy of the Form 10-K/A is available at no charge at:

                        http://is.gd/v3dHfh

                         About Cicero Inc.

Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.

The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products.  Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.

Cicero Inc. reported a net loss applicable to common stockholders
of $3.81 million on $1.94 million of total operating revenue for
the year ended Dec. 31, 2015, compared to a net loss applicable to
common stockholders of $4.05 million on $1.90 million of total
operating revenue for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Cicero had $3.16 million in total assets,
$10.44 million in total liabilities and a total stockholders'
deficit of $7.27 million.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2015, noting that the Company has suffered
recurring losses from operations and has a working capital
deficiency as of Dec. 31, 2015.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


CINCINNATI TERRACE: Objections Filed on Motion to Retain Scura
--------------------------------------------------------------
Madison Realty Investments, Inc., has filed a limited objection to
the motion of Cincinnati Terrace Plaza Retail, LLC, to retain Scura
Wigfield Heyer & Stevens LLP as counsel.

The creditor asks the Bankruptcy Court to defer granting the
application until the Debtor filed Form 2016b and allows a
corresponding objection period.

Madison Realty is represented by:

         W. Peter Ragan, Esq.
         RAGAN & RAGAN, PC
         3100 Route 138 West
         Brinley Plaza, Building One
         Wall, New Jersey 07719
         Tel: (732) 280-4100
         Fax: (732) 280-4112
         E-mail: wpr@raganlaw.com

Trainon LLC has also filed a limited objection to the application
of Scura Wigfield Heyer & Stevens LLP as counsel.

This bankruptcy is related to the bankruptcy of Alan Glenn
Friedberg (Case #15-15934 and Adversary #15-1944, both pending
before Your Honor).  Mr. Friedberg's LLC, Gression Holdings, LLC
owns 50% of the stock of Cincinnati Terrace Plaza Retail, LLC,
while the other 50% is owned by Trainon, LLC, which is controlled
by Angelo Slabakis.

Cincinnati Terrace Plaza Retail, LLC, filed this bankruptcy without
proper corporate authority.  The bankruptcy was filed in bad faith
on the eve of Confirmation of the Ohio State Court Receiver's
auction.  Mr. Friedberg previously represented before this Court,
through his counsel, that he was not moving in his individual
bankruptcy to stay the auction sale.

Mr. Friedberg called an emergency meeting of the Board of Directors
of this Debtor on Thursday, February 18th by e-mail.  Although Mr.
Slabakis objected to the extremely short notice of the meeting, the
service by e-mail, the meeting took place in under an hour and this
Chapter 11 bankruptcy was filed without the authorization of Mr.
Slabakis nor Trainon, LLC.

The bankruptcy petition and Application in Support of Retention are
signed by Lionel Nazario.  Mr. Nazario is without authority on
behalf of this Debtor LLC to sign the petition.  Mr. Slabakis
asserts that Mr. Nazario is neither a shareholder nor a member of
the LLC.

Trainon is represented by:

         GORSKI & KNOWLTON PC
         Carol L. Knowlton
         Allen I. Gorski
         311 Whitehorse Avenue
         Hamilton, New Jersey 08610
         Tel: (609)964-4000
         Fax: (609)585-2553
         Email: AGORSKI@GORSKIKNOWLTON.COM

               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.

David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP,
serves as the Debtor's counsel.  The case is assigned to Judge
Vincent F. Papalia.

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



CLEO HEALTHCARE: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Cleo Healthcare Services Inc.

Cleo Healthcare Services Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-30981) on
February 26, 2016. The Debtor is represented by Rolfe W. Goode,
Esq., at Law Offices of Rolfe W. Goode.


CONGREGATION ACHPRETVIA: 163 East 69 Realty Wants Case Dismissed
----------------------------------------------------------------
163 East 69 Realty, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to dismiss Congregation Achpretvia
Tal Chaim Sharhayu Shor, Inc.'s Chapter 11 case.

In the alternative, 163 East 69 Realty asks the Court to abstain
from hearing the proceeding originally commenced in the Supreme
Court of the State of New York, entitled 163 East 69 Realty v.
Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., a New York
Religious Corporation, bearing index number 161573/2015 and bearing
District Court Case No. 1:16-cv-0166-VM ("State Court Action") and
remanding, pursuant to 28 U.S.C. Section 1452(b), the State Court
Action back to State Court.

163 East 69 Realty asserts that the Debtor's Case must be
dismissed.  It contends that the Case was filed in order to remove
to the Court a pending state court action commenced by the
Purchaser for specific performance of a prepetition contract for
the sale of the Debtors' vacant building (its sole asset), located
at 163 East 69th Street, New York, New York (the "Building").

163 East 69 Realty tells the Court that the Debtor's schedules
value the Building at $18 million.  It further tells the Court that
the total scheduled debt in the case is $472,502.

163 East 69 Realty relates that prior to the filing of the
bankruptcy case, it had obtained, an order to show cause ("OSC")
which included a temporary restraining order (the "TRO") from the
State Court.  The TRO enjoined the Debtor from selling or taking
steps or acts to sell the subject property to any other purchaser.
The OSC also scheduled a hearing for Jan. 19, 2016 to consider,
among other things, the issuance of a preliminary injunction and
the entry of an order directing the Debtor to commence an action in
the State Court "seeking the State Court's and/or the New York
State Attorney General's approval of the sale of the [subject
premises]" to Purchaser 163 East 69 Realty.

163 East 69 Realty contends that the Debtor commenced the case by
filing a voluntary petition on January 15, 2016, just four days
prior to the scheduled hearing before the State Court.  It further
contends that although the bankruptcy filing stayed the January 15,
2016 hearing, the TRO remains in effect.  163 East 69 Realty tells
the Court that despite the continued existence of the TRO, the
Debtor announced at the initial case conference held before the
Court on March 3, 2016, that there was a $14 million offer from an
undisclosed third party to purchase the Building and that the
Debtor's proposed special real estate counsel was in the process of
finalizing a contract in connection with that offer.

163 East 69 Realty asserts that there is no evidence or suggestion
whatsoever that any of the secured or unsecured creditors was
exerting any financial pressure on the Debtor during the period
leading to the filing of the case.  It further asserts that the
Debtor faced a hearing before the State Court that could have
resulted in an order directing it to commence an action seeking
State Court approval or the Approval of the New York State Attorney
General ("NYAG") approving the sale of the Building to the
Purchaser.  

On March 4, 2016, the Debtor filed with the State Court a notice of
removal of the State Court Action and the litigation has been
assigned a docket in the United States District Court for the
Southern District of New York.

163 East 69 Realty avers that the Debtor filed its voluntary
chapter 11 petition with the express intention of removing the
matter to the bankruptcy court, rejecting the Contract and seeking
permission to sell the Building to another party.

On March 15, the Debtor's counsel sent United States District Court
Judge, Victor Marrero, a request that the matter be referred to the
Bankruptcy Court.  

163 East 69 Realty is represented by:

          Frederick E. Schmidt, Jr., Esq.
          COZEN O'CONNOR
          277 Park Avenue
          New York, NY 10172
          Telephone: (212)883-4900
          Facsimile: (646)588-1552
          E-mail: eschmidt@cozen.com


CONGREGATION ACHPRETVIA: Has $14M Offer for 69th Street Property
----------------------------------------------------------------
Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., asks the
U.S. Bankruptcy Court for the Southern District of New York to
approve bidding procedures, as well as its entry into a stalking
horse contract and bid protections in connection with the sale of
its real property located at 163 East 69th Street, New York, New
York ("Property").

Prior to the Debtor's filing for bankruptcy protection, 163 East 69
Realty LLC commenced litigation in the fall of 2015 relating to a
contract for the sale of the Property ("Prepetition Contract"). 163
East 69 Realty filed the action against the Congregation (the
"State Court Action") seeking specific performance directing the
Congregation to commence an action in the Supreme Court of the
State of New York ("Supreme Court") for authorization from the
Supreme Court and the New York State Attorney General to sell the
Property pursuant to the Prepetition Contract.  Prior to the
litigation, the Prepetition Contract was neither approved by the
Supreme Court nor by the Office of the New York State Attorney
General.

The Debtor relates that it has now entered into the Stalking Horse
Contract with 69th Street Capital LLC (the "Purchaser") for $14
million, a price that is more than $4 million more than the
Prepetition Contract.  The Debtor intends to retain a commercial
real estate broker and market the Property and use the Stalking
Horse Contract as a stalking horse for the eventual auction to sell
the Property in order to maximize the value of the Property.

The proposed Bidding Procedures contain, among others, the
following relevant terms:

     (a) Bid Deadline: [TBD] at 5:00 p.m.

     (b) Bid Amount: The consideration proposed by the Bid must
include only cash or other consideration acceptable to the Debtor
in an amount no less than $15,185,000.

     (c) Auction: If the Debtor receives at least two qualified
bids, the Debtor will conduct an auction to consider all Qualified
Bids and determine the highest or otherwise best Bid with respect
to the Property.  The Auction will commence on [TBD] at the offices
of Robinson Brog Leinwand Greene Genovese & Gluck P.C., 875 Third
Avenue, Ninth Floor, New York, New York 10022.

     (d) Sale Hearing: The Debtor's sale of the Property to the
Successful Bidder will be subject to the approval of the Successful
Bid by the Court at the Sale Hearing, which will be conducted by
the Court on [TBD] or at such other time as the Bankruptcy Court
determines.

     (e) Break-up Fee: $420,000 (3% of Stalking Horse Contract
purchase price) and reimbursement of reasonable expenses,
including, without limitation, attorneys' fees and other costs not
to exceed $15,000.

The Stalking Horse Contract contains, among others, these relevant
terms:

     (a) Purchase Price: $14 million

     (b) The Purchase Price will be payable as follows:

          (i) $500,000 Downpayment upon the signing of this
Agreement, by bank check drawn on a member bank of the New York
Clearinghouse Association, payable to Robinson Brog Leinwand Greene
Genovese & Gluck P.C. ("Escrow Agent"), subject to collection.  The
Downpayment will be held by Escrow Agent and disbursed in
accordance with the terms and conditions of the Agreement.

         (ii) The balance of the Purchase Price will be paid to
Seller on the Closing Date, subject to the apportionments,
adjustments and credits referenced in Section 3.2 of the Agreement,
simultaneously with the delivery of the Deed by federal funds wire
transfer of immediately available funds to an account at such bank
or banks as will be designated by Seller.

Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., is
represented by:

          A. Mitchell Greene, Esq.
          ROBINSON BROG LEINWAND GREENE
          GENOVESE & GLUCK P.C.
          875 Third Avenue, 9th Floor
          New York, NY 10022
          Telephone: (212)603-6300
          E-mail: amg@robinsonbrog.com

                   About Congregation Achpretvia

Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn,
New York, filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016.  Judge Michael E.
Wiles presides over the case.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the
Debtor's counsel.  In its petition, the Congregation listed total
assets of $18 million and total liabilities of $472,502.  The
petition was signed by Harold Friedlander, vice president.


CONSTELLATION BRANDS: Possible IPO Won't Affect Moody's Ba1 Rating
------------------------------------------------------------------
Moody's Investors Service said that Constellation Brands' (Ba1,
stable) announcements during its fourth quarter earnings call that
it will purchase the Prisoner Wine Company and consider an IPO for
part of its Canadian business are credit positives. The moves do
not affect the current Ba1 rating as financial policy has not
changed.

Headquartered in Victor, New York, Constellation Brands, Inc.
("Constellation", or "STZ") is a leading alcoholic beverage company
with a broad portfolio of premium brands across the wine, spirits,
and imported beer categories. Major brands in the company's
portfolio include Corona, Modelo, Pacifico, Ballast Point, Robert
Mondavi, Clos du Bois, Ravenswood, Blackstone, Nobilo, Kim
Crawford, Meiomi, Inniskillin, Jackson-Triggs, Arbor Mist, Black
Velvet Canadian Whisky, Casa Noble, and SVEDKA vodka. The company's
fiscal year 2016 net sales were about $6.5 billion, with about 55%
of its net revenues coming from beer and the rest from wine and
spirits.


DANDRIT BIOTECH: Agrees to Purchase OncoSynergy
-----------------------------------------------
DanDrit Biotech USA, Inc., disclosed in a regulatory filing with
the Securities and Exchange Commission that it has entered into an
asset purchase agreement to acquire certain assets and liabilities
of OncoSynergy, Inc., a privately-held Delaware corporation that
develops novel oncology drug candidates.

The purchase price for the acquisition consists of (i) a number of
shares of common stock, par value 0.0001 of the Company equal to
the number of shares of Common Stock outstanding immediately prior
to the closing of the acquisition, and (ii) derivative securities
(including any option, right, warrant, call, convertible security,
right to subscribe, conversion right or other agreement or
commitment immediately outstanding prior to the closing, if any),
of like tenor, exercisable or convertible into a like number of
shares of Common Stock, and having rights, preferences, terms and
conditions consistent in all respects with such outstanding
derivative securities.  Immediately following the closing,
OncoSynergy will hold 50% of the capital stock of the Company on a
fully diluted basis, assuming the exercise or conversion in full of
all outstanding derivative securities of the Company.

Based in San Francisco, OncoSynergy develops novel oncology drug
candidates including the first-in-class FDA orphan drug designated
anti-CD29 monoclonal antibody, OS2966.  The acquisition is subject
to certain conditions, among others the approval from DDRT's
shareholders.

In addition, certain of the respective stockholders of the parties
have agreed to provide an equity injection of US$3 million each
while each party's funding obligation is reduced by the equity
injection already contributed by that party since Nov. 1, 2015,
until the closing.

Upon the closing of the acquisition, OncoSynergy employees will be
integrated into DanDrit Biotech USA Inc.  OncoSynergy co-founder
and CEO, Shawn Carbonell, MD, PhD will become chief science officer
and Anne-Marie Carbonell, MD will assume the role of chief medical
officer.  DanDrit intends on moving global operations to San
Francisco and adopting a new global name -- OncoSynergy -- upon
shareholder approval.

Dr. Eric Leire, CEO, DanDrit Biotech USA noted: "We look forward to
completing this transaction and building upon the progress that our
colleagues at OncoSynergy have achieved in creating a portfolio of
innovative oncology technologies.  We believe the acquisition of
OncoSynergy adds significant value through its R&D strengths and
will advance both companies' clinical programs."

Dr. Shawn Carbonell, CEO of OncoSynergy said: "OncoSynergy's
Resistance Mechanism Inhibitors enable potential synergies with
modern immuno-oncology approaches, including DanDrit's MCV program.
Therefore, we believe this transaction is a major step towards our
mutual goal of producing durable outcomes in oncology and will
enable us to accelerate the clinical development of our drug
candidates globally together with our international
collaborators."

                         About DanDrit

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

For the year ended Dec. 31, 2014, the Company reported a net loss
of $2.37 million on $0 of net sales compared to a net loss of $2.15
million on $32,768 of net sales for the year ended Dec. 31, 2013.
As of Dec. 31, 2015, the Company had $1.33 million in total assets,
$893,914 in total liabilities and $441,772 in total stockholders'
equity.


DISCOVER FINANCIAL: Fitch Affirms 'BB-' Rating on Preferred Stock
-----------------------------------------------------------------
Fitch Ratings has affirmed Discover Financial Services' (DFS)
Long-term Issuer Default Rating (IDR) at 'BBB+' and short-term IDR
at 'F2'.  The Rating Outlook is Stable.

The rating actions have been taken as part of Fitch's periodic peer
review of U.S. consumer finance companies, which comprises five
publicly rated firms.

                         KEY RATING DRIVERS

VR, IDRs, AND SENIOR DEBT

The rating affirmations and Stable Outlook reflect DFS's strong
franchise supported by its owned payments network, peer-superior
credit performance, strong and consistent financial performance
over time, diverse funding base, ample liquidity, strong
risk-adjusted capitalization, robust corporate governance and risk
frameworks, and seasoned management team.

Rating constraints include DFS's concentrated and cyclical business
model, potential funding sensitivity associated with wholesale and
internet deposit funding sources, the likelihood of asset quality
reversion from current levels, and continued elevated regulatory,
legislative and litigation risk.

Furthermore, ratings remain constrained by DFS's weaker relative
market position within the increasingly competitive payments
industry, as evidenced by its smaller market share compared to
payment network peers (e.g. Visa, MasterCard and American Express)
and general purpose credit card issuers (JP Morgan Chase, Bank of
America, and Citigroup).

Fitch views Discover's ability to generate strong and consistent
operating performance over time as a ratings strength.  While net
income of approximately $2.3 billion in 2015 was essentially flat
compared to the prior year, the results were impacted by a number
of non-recurring items in both 2014 and 2015.  Excluding these
items, Fitch estimates that full-year 2015 net income was down 3%
year-over-year driven primarily by a 5% year-over-year increase in
provision expense.  Nonetheless, Discover's return on equity
remained strong at 21%.

Fitch expects operating performance to remain solid in 2016.  That
said, financial performance will continue to face downward pressure
from a number of factors including an increasingly competitive
environment resulting in elevated rewards costs, the negative
impact of lower gasoline prices on purchase volume unless consumers
redirect fuel savings toward other purchases, normalizing credit
performance, and lower fee income stemming from the discontinuation
of certain payment protection products and exit of the mortgage
origination business.  Given these dynamics, Fitch expects revenue
growth to be moderate.

Credit performance is expected to remain relatively stable in 2016
although charge-offs and delinquencies will likely start to
normalize from historically low levels.  Fitch expects provision
expenses to increase further in 2016 driven primarily by the
seasoning of balances stemming from new account growth in recent
years, as well as some modest deterioration in credit metrics.
Credit card net charge-offs decreased 5 basis points (bps) to 2.22%
in 2015, and remained well below other top credit card issuers and
the industry average.  Reserve coverage for credit card loans
remained strong at 2.68% of loans and 156% of loans 30+ past due at
Dec. 31, 2015.

Discover is well positioned for further increases in interest rates
by the Federal Reserve.  At Dec. 31, 2015, assuming an immediate
100bps increase in interest rates, DFS estimates that net interest
income over the following 12-month period would increase by
approximately $217 million, or 3%.  However, the interest rate
sensitivity of the online deposit channel is untested during
periods of steadily rising interest rates.

Discover remains well capitalized.  The Tier I common (T1C) ratio
declined 20bps year-over-year to 13.9% in 2015 and the tangible
common equity / tangible asset ratio declined 40bps to 11.9% in
2015.  Both metrics compare favorably to peers.  Additionally, DFS
performed very well relative to peers in the Federal Reserve's most
recent Comprehensive Capital Analysis and Review.  As part of this
review, DFS received a non-objection related to its capital plan in
March 2015.  DFS plans on submitting its 2016 CCAR application this
month (April), with results expected to be released by the end of
June.  Fitch expects Discover's Tier 1 Common ratio to gradually
decline over time before normalizing at a level in the low double
digits.  In this scenario, Fitch believes Discover would remain
adequately capitalized relative to existing ratings.

Discover maintains adequate liquidity with strong risk oversight.
At Dec. 31, 2015, Discover's liquidity portfolio amounted to $12.1
billion (or 14% of tangible assets), and excluding deposits, the
company does not have any contractual unsecured debt maturities
until 2017.  Fitch views Discover's liquidity position as strong
and, when combined with future asset repayments, provides adequate
sources to fund growth and meet its upcoming debt obligations.

           SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

DFS's subordinated debt rating is rated one notch below the
entity's VR of 'bbb+' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative loss severity
risk profile.  The subordinated note rating includes one notch for
loss severity given the subordination of these securities in the
capital structure, and zero notches for non-performance given
contractual limitations on interest payment deferrals and no
mandatory trigger events which could adversely impact performance.

DFS's preferred stock ratings are rated five notches below DFS's VR
of 'bbb+' in accordance with Fitch's assessment of each
instrument's respective non-performance and relative loss severity
risk profile.  The preferred stock ratings include two notches for
loss severity given these securities' deep subordination in the
capital structure, and three notches for non-performance given that
the coupons of these securities are non-cumulative and fully
discretionary.

                LONG-AND SHORT-TERM DEPOSIT RATINGS

Discover Bank's uninsured deposit ratings of 'A-/F2' are rated one
notch higher than their respective IDRs because U.S. uninsured
deposits benefit from depositor preference in the U.S.  Fitch
believes this preference in the U.S. gives deposit liabilities
superior recovery prospects in the event of default.

                         HOLDING COMPANY

DFS's IDR and VR are equalized with its bank subsidiary, reflecting
its role as the bank holding company, which is mandated in the U.S.
to act as a source of strength for its bank subsidiaries.  Ratings
are also equalized reflecting the very close correlation between
holding company and subsidiary failure and default probabilities.

               SUPPORT RATING AND SUPPORT RATING FLOOR

DFS has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, DFS is not systemically important and therefore,
the probability of sovereign support is unlikely.  DFS's IDRs and
VRs do not incorporate any support.

                        RATING SENSITIVITIES

VR, IDRs, AND SENIOR DEBT

The Stable Outlook reflects Fitch's view that positive rating
momentum is relatively limited over the outlook horizon.  Longer
term, rating momentum could be driven by consistent market share
gains in card-based payments, increased revenue diversity, and
sustained strong credit performance in non-card loan categories
through the credit cycle.  Other factors that could support
positive rating actions include further clarity on regulatory and
legislative issues (particularly as it relates to the student loan
sector) and enhanced funding flexibility.  In particular, the
durability of DFS's internet-based deposit platform in a rising
interest rate environment will be a key consideration in evaluating
the strength of the company's funding profile.

Negative rating action could be driven by a steady decline in
profitability resulting from slowing loan growth, yield
compression, and/or a severe degradation in credit performance, a
weakening liquidity profile, significant reductions in
capitalization, and/or potential new and more onerous rules and
regulations.  Negative rating momentum could also be driven by an
inability of DFS to maintain its competitive position and earnings
prospects in an increasingly digitized payments and consumer
lending landscape.

The senior unsecured debt ratings are primarily sensitive to
changes in the long-term IDRs of DFS and Discover Bank.

           SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The subordinated debt ratings are directly linked to Discover
Bank's VR and would move in tandem with any changes in the VR.

The preferred stock ratings are directly linked to DFS's VR and
would move in tandem with any changes in DFS's credit profile.

                LONG-AND SHORT-TERM DEPOSIT RATINGS

Discover Bank's uninsured deposit ratings are rated one notch
higher than the IDR.  The deposit ratings are primarily sensitive
to any change in DFS's long- and short-term IDRs.

                          HOLDING COMPANY

Should DFS's holding company begin to exhibit signs of weakness,
demonstrate trouble accessing the capital markets, or have
inadequate cash flow coverage to meet near-term obligations, there
is the potential Fitch could notch the holding company IDR and VR
from the ratings of the bank subsidiary.

              SUPPORT RATING AND SUPPORT RATING FLOOR

Since DFS's Support and Support Rating Floors are '5' and 'NF',
respectively, there is limited likelihood that these ratings will
change over the foreseeable future.

Fitch affirms these ratings:

Discover Financial Services
   -- Long-term IDR at 'BBB+';
   -- Short-term IDR at 'F2';
   -- Viability Rating at 'bbb+';
   -- Senior unsecured debt at 'BBB+';
   -- Preferred stock at 'BB-';
   -- Support at '5';
   -- Support Floor at 'NF'.

Discover Bank
   -- Long-term IDR at 'BBB+';
   -- Short-term IDR at 'F2';
   -- Viability Rating at 'bbb+';
   -- Short-term Deposits at 'F2';
   -- Long-term Deposits at 'A-';
   -- Senior unsecured debt at 'BBB+';
   -- Subordinated Debt at 'BBB';
   -- Support at '5';
   -- Support Floor at 'NF'.

The Rating Outlook is Stable.



DOCTORS COMMUNITY: Fitch Affirms 'BB+' Rating on 2010/2007A Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on these revenue bonds
issued by the Maryland Health and Higher Educational Facilities
Authority issued on behalf of Doctors Community Hospital (DCH):

   -- $81,730,000 fixed rate bonds, series 2010;
   -- $58,090,000 fixed rate bonds, series 2007A.

The Rating Outlook is Stable.

                               SECURITY

The bonds are secured by a pledge of all receipts, a mortgage on
the hospital, and a debt service reserve fund.

                        KEY RATING DRIVERS

POSITIVE FINANCIAL TREND: Under Maryland Global Budget (GBR)
program, DCH's profitability improved substantially over the last
three fiscal years.  Operating margin was 2.7% in the fiscal year
ended June 30, 2015 and 4.6% in the eight-month interim period
ended Feb. 29, 2016.  The improvement has been largely driven by a
combination of the Maryland Global Budget Revenue (GBR) program and
diligent expense management.  The GBR program's revenue target
provides a predictable revenue stream for DCH, mitigating exposure
to revenue volatility often observed in smaller providers.

WEAK LIQUIDITY: Liquidity metrics remain very weak and continue to
be a key credit concern.  Days cash on hand of 85.1, 4.4x cushion
ratio, and 34.5% cash to debt at Feb. 29, 2016 compared unfavorably
against peers in the below investment grade category as well as
other providers operating under Maryland GBR.  However, absolute
levels of cash and investments have exhibited steady growth since
FYE 2013.

HIGH DEBT BURDEN: Debt burden is high with $10.9 million in annual
debt service, which equated to 5.1% of 2015 revenues compared to
the below investment grade median of 4.4%.  Debt to EBITDA of 6.3x
and debt to capitalization of 74.8% also compare unfavorably
against the below investment grade medians.  Debt service is level
through 2038 and will likely limit liquidity growth without further
improvement in cash flow.

IMPROVING DEBT SERVICE COVERAGE: Maximum annual debt service (MADS)
coverage by operating EBITDA improved to 2.1x in fiscal 2015
compared to 1.7x in 2014 and 1.4x in 2013. MADS coverage increased
again in the eight-month interim 2016 period to 2.5x.

                       RATING SENSITIVITIES

LIQUIDITY GROWTH NEEDED: While DCH is expected to benefit from
improved operational and financial stability under the GBR program,
a return to investment grade rating will be dependent on recovery
of liquidity ratios to levels consistent with the 'BBB' rating
category.

                          CREDIT PROFILE

DCH is a 163-licensed bed hospital located in Lanham, MD, a suburb
of Washington D.C.  Fitch's analysis is based on Doctors Community
Hospital and Subsidiaries, which generated $213.9 million in total
operating revenues in fiscal 2015.  The obligated group is the
hospital only and accounted for over 100% of total assets and 89%
of total revenue of the entire entity in 2015.

Maryland Global Budget Revenue Program

DCH's continued financial improvement in 2015 reflects the benefit
of participation in the GBR program that the State of Maryland
implemented under the state's Medicare Waiver.  The GBR program was
introduced in 2013, offering participants a fixed revenue stream
designed to reimburse hospitals for managing care in the most
appropriate cost setting.  The amount of hospital revenue is known
before the start of the fiscal year and is adjusted annually.  As
the first participant, DCH began receiving a fixed revenue base
beginning July 1, 2013 (fiscal 2014) based on factors including
service area demographics, utilization trends, and market position.
For fiscal 2017, GBR rate increase is estimated to be around 2%.

Thus far, the GBR program has yielded tangible benefits to DCH, as
evidenced in the recovery in overall financial profile since its
implementation.  A stable revenue base has provided financial
cushion while positioning the organization to meet the changing
healthcare needs of the community.  In fiscal 2014 and 2015,
admissions declined and outpatient volume began recovering.
Combined with diligent expense control, overall financial
improvements have been material.  Further, DCH has been actively
employing physicians, facilitating revenue growth outside of GBR
and expanding its clinical network.

Going forward, DCH's ability to coordinate care delivery while
directing patients to the most cost-effective setting will remain
essential.  GBR revenues can change based on various factors
including market shifts, readmissions, and population growth.  DCH
received bonuses in fiscal 2016 (for calendar 2014 results) but
expects penalties in fiscal 2017 (for calendar 2015 results), as
incremental improvements become harder to achieve.

Sustained Positive Profitability

Profitability has recovered consistently since recording a negative
1.5% operating margin in fiscal2013.  Largely driven by revenue
stability under GBR, the positive trend continued through fiscal
2015 and in the eight-month interim period ended Feb. 29, 2016 with
operating margins of 2.7% and 4.6%, respectively, which compares
well against Fitch's 'BBB' median of 0.6%.  Similarly, operating
EBITDA margins were 10.7% in 2015 and 11.9% in the interim period,
compared to the 'BBB' median of 7.7%.  Management anticipates
sustaining current profitability levels in fiscal 2016, which Fitch
believes is achievable.

Management reported some growth in inpatient volume in fiscal 2016,
but thus far the increased demand has not negatively affected
overall profitability from its fixed revenue stream. Management
attributes maintenance of healthy operating margins to diligent
expense management across the organization.

Capital Planning

DCH's capital plans remain manageable for the foreseeable future.
Operating room renovations are complete and were paid with
remaining bond proceeds from prior issuances.  Capital spending is
budgeted at $5.1 million for fiscal 2017, compared to depreciation
levels at around $10 million.

Weak Liquidity
Unrestricted cash and investments totaled $48.2 million at Feb. 29,
2016, equating to 85 DCOH, 4.4x cushion ratio, and 34.5% cash to
debt, which remains unfavorable within the 'BB' rating category and
against other Maryland issuers under the all-payor rate system.
While improved cash flows and manageable capital spending has
reversed the trend of declining liquidity, future growth is
somewhat limited by high debt service requirements of nearly $11
million annually.  As a result, Fitch believes current liquidity
levels provide limited cushion from operating variability despite
manageable future capital needs.  Further liquidity growth would be
key in returning to an investment grade rating.

DEBT PROFILE
As of Feb. 29, 2016, long-term debt totaled $139.8 million,
generating MADS of $10.9 million.  Debt burden is high as measured
by MADS as a percentage of revenue of 5.1% and 6.2x debt to EBITDA
in fiscal 2015 compared to the below investment grade medians of
4.4% and 5.1x.

MADS coverage improved to a 2.1x in fiscal 2015 and 2.5x in the
interim 2016 period, which is improved from a recent low of 1.4x in
fiscal 2013.  Further, MADS coverage by the obligated group, as
calculated under the bond documents, was stronger at 3.3x through
the six-month interim period ended Dec. 31, 2015.  All debt is
fixed and there are no swaps outstanding.



E Z MAILING: Seeks Approval for BankDirect Premium Financing
------------------------------------------------------------
E Z Mailing Services Inc. and its affiliated debtors ask the U.S.
Bankruptcy Court for the District of New Jersey for authorization
to enter into a Commercial Insurance Premium Financing and Security
Agreement with BankDirect Capital Finance.

The Debtors contend that in the ordinary course of business, they
must maintain insurance policies providing coverage for auto
physical damage and an umbrella.  The Debtors further contend that
these Policies are essential to the preservation of the Debtors'
business and assets, and, in many cases, such insurance coverage is
required by various regulations, laws, and contracts that govern
the Debtors' business conduct.

The Debtors relate that the Policies have been renewed
post-petition effective March 1, 2016, and a down payment and
premium payments are due no later than the end of March.  The
Debtors further relate that they have agreed with BankDirect on the
terms of the Agreement to fund the premiums due under the renewing
Policies.

Pursuant to the Agreement, BankDirect will provide financing to
Debtors to pay the premiums under the Policies. The total amount
financed under the Agreement is $849,934, which includes:

     (a) a premium and tax/stamp fees of $462,951 for 12 months of
coverage under an auto physical damage policy,

     (b) a premium of $241,983 for 12 months of coverage under an
umbrella policy, and

     (c) $145,000 for fees (the "Risk Management Fee") payable to
Arthur J. Gallagher Risk Management Services Inc., the Debtors'
risk manager and insurance broker ("Risk Manager").

Under the Agreement, Debtors are required to immediately pay
BankDirect a down payment of $202,000, and to pay BankDirect the
remaining premiums at $65,870 per month beginning on April 1, 2016
for a period of 10 months.  The interest rate on the Premium
Finance Agreement is 3.61% per annum.  The Debtors will have paid
all obligations under the Premium Finance Agreement in full on
January 1, 2017.  The payment of these amounts is contained within
the cash collateral budget.

As collateral to secure the repayment of the indebtedness due under
the Agreement, the Agreement would grant to BankDirect a lien and
security interest in "each Policy and all amounts which are or may
become payable to [Debtors] under or with reference to the Policies
including, among other things, any gross unearned premiums,
dividend payments, and all payments on account of loss which
results in reduction of any unearned premium in accordance with the
term(s) of said Policies."

An Event of Default will occur under the Agreement if Debtors fail
to make a monthly installment payment under the Agreement, fail to
comply with the Agreement, or a Policy is cancelled.  In such
event, the Agreement appoints BankDirect as Debtors'
attorney-in-fact with the irrevocable power to cancel the Policies
and apply to the Debtors' account the unearned or returned
premiums.

E Z Mailing Services Inc. and its affiliated Debtors are
represented by:

          Warren J. Martin, Jr., Esq.
          Michael J. Naporano, Esq.
          Kelly D. Curtin, Esq.
          Rachel A. Parisi, Esq.
          PORZIO, BROMBERG & NEWMAN, P.C.
          100 Southgate Parkway
          P.O. Box 1997
          Morristown, NJ 07962
          Telephone: (973)538-4006
          Facsimile: (973)538-5146
          E-mail: wjmartin@pbnlaw.com
                  mjnaporano@pbnlaw.com
                  kdcurtin@pbnlaw.com
                  raparisi@pbnlaw.com

                  About E Z Mailing Services Inc.

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

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

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

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


EAST ORANGE: CohnReznick Okayed as Panel's Financial Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of East Orange General Hospital, Inc., et al., to retain OF
CohnReznick LLP as its financial advisor nunc pro tunc to Nov. 24,
2015.

CohnReznick is expected to, among other things:

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

   b) gain an understanding of the Debtors' corporate structure,
including non-Debtor entities;

   c) perform a preliminary assessment of the Debtors' DIP/cash
collateral budgets; and

   d) establish reporting procedures that will allow for the
monitoring of the Debtors' post-petition operations and sales
efforts.

CohnReznick has advised the Committee that it will offer a ten 10%
discount to its currently hourly rates:

        Professional                           Hourly Rate
        ------------                           -----------
        Partner/Senior Partner                 $600 - $810
        Manager/Senior Manager/Director        $440 - $630
        Other Professional Staff               $295 - $430
        Paraprofessional                           $195

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

                     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.  

East Orange General Hospital, Inc., in an amended summary disclosed
total assets of $36,686,168 adtotal liabilities of $37,374,246.  It
previously disclosed total assets of $36,686,168 and total
liabilities of $37,376,204.

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 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.

As reported by the Troubled Company Reporter on March 31, 2016,
Judge Vincent F. Papalia has authorized East Orange General
Hospital to change its name to EOGH Liquidation, Inc. in relatin to
the sale of substantially all of the Debtors' assets to Prospect
EOGH, Inc.  The Sale closed as of Feb. 29, 2016.


EAST ORANGE: Has $36.7MM in Assets, $37.4MM in Liabilities
----------------------------------------------------------
East Orange General Hospital, Inc., filed with the U.S. Bankruptcy
Court for the District of New Jersey amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property           $36,686,168
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,572,890
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $123,853
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                       $27,677,503
                                 -----------      -----------
        Total                    $36,686,168      $37,374,246

On Dec. 16, 2015, the Debtor disclosed total assets of $36,686,168
and total liabilities of $37,376,204.

A copy of the schedules is available for free at:

   http://bankrupt.com/misc/EastOrangeGeneral_175_Dec16_SAL.pdf

                     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 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 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.

As reported by the Troubled Company Reporter on March 31, 2016,
Judge Vincent F. Papalia has authorized East Orange General
Hospital to change its name to EOGH Liquidation, Inc. in relatin to
the sale of substantially all of the Debtors' assets to Prospect
EOGH, Inc.  The Sale closed as of Feb. 29, 2016.


EAST ORANGE: Lowenstein Sandler Approved as Bankruptcy Counsel
--------------------------------------------------------------
The Hon. Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey authorized East Orange General Hospital,
Inc., et al., to employ Lowenstein Sandler LLP as counsel, nunc pro
tunc to the Petition Date.

Lowenstein Sandler is expected to, among other things:

   a) provide the Debtors with advice and prepare all necessary
documents regarding debt restructuring, bankruptcy and asset
dispositions;

   b) take all necessary actions to protect and preserve the
Debtors' estates during the pendency of these Chapter 11 Cases,
including the prosecution of actions on the Debtors' behalf, the
defense of actions commenced against the Debtors, negotiations
concerning litigation in which the Debtors are involved and
objecting to claims filed against the estates; and

   c) prepare on behalf of the Debtors all necessary motions,
applications, answers, orders, reports and papers in connection
with the administration of these Chapter 11 cases.

Prior to the Petition Date, Lowenstein Sandler was retained to
represent the Debtors in the cases.  Lowenstein Sandler was paid a
retainer of $400,000 for its prepetition services in connection
with the cases.  The Debtors are advised that Lowenstein Sandler
has been paid for all amounts owed for legal services rendered
prior to the Petition Date in connection with the cases and is
holding any unused retainer for use in the cases.

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

Lowenstein Sandler intends to make a reasonable effort to comply
with the U.S. Trustee's requests for information and additional
disclosures as set forth in the Appendix B Guidelines both in
connection with the application and the interim and final fee
applications to be filed by Lowenstein Sandler in the course of its
engagement.

The firm can be reached at:

         Kenneth A. Rosen, Esq.
         Gerald C. Bender, Esq.
         Michael Savetsky, Esq.
         Anthony De Leo, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, New Jersey 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                     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.  

East Orange General Hospital, Inc., in an amended summary disclosed
total assets of $36,686,168 adtotal liabilities of $37,374,246.  It
previously disclosed total assets of $36,686,168 and total
liabilities of $37,376,204.

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.

                           *     *     *

Judge Vincent F. Papalia has authorized East Orange General
Hospital to change its name to EOGH Liquidation, Inc., in relation
to the sale of substantially all of the Debtors' assets to Prospect
EOGH, Inc.  The sale closed as of Feb. 29, 2016.


EASTERN POWER: Moody's Affirms B1 Senior Secured Ratings
--------------------------------------------------------
Moody's Investors Service affirmed Eastern Power, LLC's
(EasternGen, previously known as TPF II Power, LLC) B1 senior
secured ratings. The rating outlook remains stable.

RATINGS RATIONALE

The main credit attributes supporting EasternGen's B1 rating are
the diversification of its generating assets across two regional
transmission organizations (RTO's) with transparent capacity and
energy markets and known capacity prices through mid-2019. This
provides a relatively high degree of predictability with regard to
EasternGen's near-term cash flows, mitigating to some extent its
exposure to low energy prices. These positive attributes are
balanced by EasternGen's highly leveraged financial profile,
refinancing risk and uncertainties relating to future energy and
capacity prices given the inherent merchant profile of these assets
over time.

"EasternGen's near-term financial performance is anticipated to be
slightly weaker than previously estimated. The drivers for this
trend include low commodity prices, which have negatively impacted
EasternGen's forecasted energy margins, and lower-than-anticipated
capacity pricing in NYISO-Zone J offset in part by modestly higher
PJM capacity pricing. That said, we anticipate EasternGen will
generate financial metrics in 2016 that remain commensurate with
the B1 rating category. Specifically, this includes the ratio of
FFO to debt being in a range of 5 - 7% and a debt service coverage
ratio (DSCR) of 1.5 - 1.7 times in 2016. This expected performance
is modestly below our original expectation for 2016 of FFO to debt
being in a range of 7 - 9% and the DSCR of 1.7 -- 1.9 times."

"The B1 rating affirmation acknowledges the progress that has been
made toward interconnecting New Covert, a 1,100 MW combined-cycle
generating station located in Michigan, with the PJM market. We
expect the interconnection to be effective June 1, 2016 thereby
adding an additional stream of capacity revenues and energy margins
to EasternGen's credit profile."

The stable outlook reflects our assumption that the NYISO-Zone J
and PJM capacity markets will continue to provide relatively
consistent incremental cash flow and that EasternGen's generating
facilities will be operated and maintained in a manner that ensures
availability and dependable responsiveness.

In the short-run, limited prospects exist for a rating upgrade at
EasternGen. Over the longer term, positive trends that could lead
to an upgrade include substantial debt reduction or significant
contracted cash flows that sustain 'Ba' category financial metrics
under Moody's methodology.

The rating could be downgraded if EasternGen's New York City-based
assets incur operating problems. Moreover, a meaningful decline in
capacity prices that results in the debt service coverage ratio
falling below 1.5x and the ratio of FFO to debt declining to below
5% on a sustained basis could put downward pressure on EasternGen's
rating.

EasternGen owns seven gas-fired electric generating stations with a
combined generating capacity of approximately 4,900 megawatts.


EFS COGEN: Moody's Affirms Ba1 Rating on 1st Lien Secured Loans
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating assigned to EFS
Cogen Holdings I LLC's (EFS Cogen) senior secured first lien credit
facilities. The facilities consist of a term loan due 2020 and a
senior secured revolving credit facility due 2018. The rating
outlook remains stable.

"The rating affirmation considers EFS Cogen's financial and
operating performance, which have been in-line with expectations,"
said Moody's Senior Credit Officer Scott Solomon. "Cash flow has
been strong, providing for significant debt reduction" added
Solomon.

RATINGS RATIONALE

The Ba1 rating recognizes the predictability and robustness of cash
flow derived from a power purchase agreement (PPA) with
Consolidated Edison Company of New York, Inc. (A2, stable) that
terminates on April 30, 2017. The PPA will not be renewed, and as
such, EFS Cogen will sell the majority of its generating capacity
on a merchant basis beginning May 2017.

???Cash flow generated under the PPA has been ample and debt
reduction has been in-line with rating expectations. Specifically,
term loan repayment has totaled approximately $240 million through
year-end 2015 and we calculate EFS Cogen's debt service coverage
ratio (DSCR) at approximately 4 times and the ratio of funds from
operations (FFO) to debt of 24%. Our expectation remains that
strong cash flow through April 2017 will result in a remaining debt
balance in a range of $400-450 million to be amortized largely on a
merchant basis.???

EFS Cogen's competitive advantage includes a wholly-owned
transmission line that allows the project, located in New Jersey,
to sell capacity and power into New York City Zone J (Zone J).
Electric generators operating in Zone J have typically received
premium energy and capacity pricing due to the nature of power
supply and constrained transmission access to New York City.
Together, these factors result in strong cash flow metrics and
minimal refinancing risk under various scenarios.

"We expect capacity payments to be EFS Cogen's most significant
revenue source beginning May 2017. The twelve most recently
completed monthly Zone J capacity spot auctions have resulted in a
price of approximately $128 per kw-year. We calculate that if
capacity prices are near these levels during the 2017-2020
timeframe, and the project generates annual energy margin in a
range of $35-45 million, Cogen will have less than $50 million of
debt outstanding under its term loan at maturity while maintaining
strong financial metrics."

The stable rating outlook reflects an expectation that EFS Cogen
will continue its strong performance from an operational and
financial perspective over the next 12-18 months enabling the
repayment of a considerable amount of debt.

In light of merchant exposure beginning 2017, the rating is well
positioned at the current level, limiting upward rating migration.

The rating could be downgraded should the debt reduction targets at
April 2017, outlined above, not be met resulting in higher leverage
at a time when the revenue stream becomes more merchant.

EFS Cogen owns a 942 MW 6-unit natural gas-fired combined cycle
cogeneration plant located in Linden, New Jersey (the project). The
project consists of the 777 MW Linden Units 1-5 and the 165 MW
Linden 6 cogeneration facility.


EIRE MCNAB: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Eire McNab, LLC
        P.O. Box 218
        Boca Raton, FL 33429

Case No.: 16-14976

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: April 6, 2016

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Matthew S Kish, Esq.
                  KISH LAW FIRM, PLLC
                  1200 N. Federal Hwy, Suite 200
                  Boca Raton, FL 33432
                  Tel: 561-210-8365
                  Fax: 561-210-8301
                  E-mail: matt@kish-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mark Spillane, manager.

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


ELBIT IMAGING: Investor Presentation Available on Website
---------------------------------------------------------
Elbit Imaging Ltd. announced that it has placed an Investor
Relations Presentation on the Company's Web site at:
http://www.elbitimaging.com/under: "Investor Relations - Group
Presentations - Company Presentation".

                      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.


ELWOOD ENERGY: Moody's Affirms Ba3 Rating on Sr. Secured Bond
-------------------------------------------------------------
Moody's Investors Service affirmed Elwood Energy LLC's (Elwood or
Project) Ba3 rating on its senior secured bond. The rating outlook
is stable.

RATINGS RATIONALE

The affirmation of Elwood's Ba3 senior secured rating is supported
by Elwood's contracts on four units through August 2016/2017, low
leverage of $106/kw versus comparable market values, and known PJM
capacity prices through May 2019 that should enable the Project to
achieve debt service coverage ratio (DSCR) well above 2.0x in most
years through the known capacity price period through May 2019.
Since capacity revenues represent nearly all of Elwood's net margin
through May 2019, the project is insulated from the commodity price
downturn over the next three years. Additionally, project finance
protections including the DSRA backed by letters of credit recourse
to the sponsors are supportive of credit quality.

"The rating also considers a seven-year merchant tail starting in
June 2019, mix operating performance in 2014 and 2015, weak
competitive position given its high heat rate, and our view that
Elwood's costs will substantially increase through 2021 that
pressures DSCR from the 2020 to 2022 timeframe. We understand the
mixed operational history was caused by fuel transportation issues
that should be addressed through new firm fuel arrangements. We
also recognize that the need for firm fuel transportation
arrangements will materially increase costs over time when
scheduled debt service is also rising with a peak of around $33
million in 2021 versus around $18 million in 2017. Because of the
increased annual debt service in 2020 and 2021 and the expected
higher costs for firm fuel transportation arrangements, the outcome
of the capacity auctions covering 2019/2020 and 2020/2021 remain
important data points for the project's credit quality.
Additionally, the rating reflects Elwood's major maintenance
deposit schedule that creates greater uncertainty regarding the
availability of major maintenance funds over the longer term."

"The stable outlook reflects Elwood's expected DSCR of around 2.0
times or greater through 2018 based on known cash flows and our
assumption that Elwood's new firm fuel transportation arrangement
should address fuel supply issues for the next few years."

The Project's rating could improve if future auction based,
capacity prices in PJM remain robust on a sustained basis and
Elwood returns to strong operating performance. Elwood's rating
could also improve if it is able to is able to enter into new, long
term PSAs with investment grade off-takers that result in annual
DSCRs being at or above 1.2 times through debt maturity based
solely on fully contracted cash flows.

Elwood's rating could decline if PJM capacity prices significantly
decline or if Elwood incurs major operational problems.

Elwood Energy LLC (Elwood) owns a 1,508 megawatt (MW) peaking
facility consisting of nine natural gas-fired, simple cycle units,
located in Elwood, Illinois (about 50 miles southwest of Chicago).
Elwood sells energy and capacity for four units under a Power Sales
Agreement (PSA) with Exelon Generation Company, LLC (ExGen: Baa2,
stable) that expires in August 2016 and August 2017. The remaining
units sell energy and capacity into the PJM market. Elwood's bond
matures in July 2026.

Elwood is 50% indirectly owned by Dynegy Inc. (Dynegy, B2 Stable)
and 50% indirectly owned by J-POWER USA Generation, L.P. (J-Power
Gen), which is a 50/50 joint venture between John Hancock Life
Insurance Company and J-POWER USA Investment Co., Ltd.


EMERALD OIL: U.S. Trustee Forms 7-Member Committee
--------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, appointed seven
creditors of Emerald Oil, Inc., to serve on the official committee
of unsecured creditors.

The committee members are:

     (1) UBS O'Connor
         Attn: Brian C. Pacheco
         299 Park Ave.
         New York NY 10171
         Phone: 212-713-8981
         Fax: 212-821-6534

     (2) U.S. Bank National Assoc.
         as Indenture Trustee
         Attn: Patricia Kapsch
         60 Livingston Ave.
         St, Paul, MN 55107
         Phone: 651-466-5861
         Fax: 651-466-7401

     (3) Stoneham Drilling Corp.
         Attn: Heather Stickel
         707 17th St. Ste. 3250
         Denver, CO 80202
         Phone: 403-984-5931
         Fax: 403-984-5917

     (4) FTS International Services, LLC
         Attn: Jennifer Keefe
         777 Main St., Ste. 2900
         Fort Worth, TX 76102
         Phone: 817-862-2000

     (5) Koch Exploration Company, LLC
         Attn: David J. Rains
         4111 E. 37th St. N.
         Witchita, KS 67220
         Phone: 316-828-4840
         Fax: 316-828-8494

     (6) MSD Partners, L.P.
         Attn: Marcello Liguori
         645 Fifth Ave., 21st Fl.
         New York, NY 10022
         Phone: 212-303-1644
         Fax: 212-303-1642

     (7) Wolverine Flagship Fund Trading Limited
         Attn: Andrew Sudjak
         175 W. Jackson Blvd., Ste. 340
         Chicago, IL 60604
         Phone: 312-884-3880
             
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                        About Emerald Oil

Emerald is a Denver-based independent exploration and production
company that is focused on acquiring acreage and developing wells
in the Williston Basin of North Dakota.

Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB
LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March
22, 2016.  Ryan Smith signed the petitions as chief financial
officer.

The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Pachulski Stang
Ziehl & Jones LLP as local counsel, Intrepid Financial Partners,
LLC as investment banker, Opportune LLP as restructuring advisor
and Donlin Recano & Company, Inc., as claims and noticing agent.

Judge Kevin Gross has been assigned the cases.


EVOLUTION ACADEMY: S&P Affirms 'B-' Rating on Revenue Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'B-' long-term rating on Texas
Public Finance Authority Charter School Finance Corp.'s series
2010A and B education revenue bonds and series 2010Q taxable
education revenue bonds (qualified school construction
bonds--direct pay), all issued for Evolution Academy Charter
School.

"The outlook revision is based on improved operations for fiscal
2015, management's reduced growth plans, and slightly better
operating liquidity levels," said Standard & Poor's credit analyst
Robert Dobbins.

"The 'B-' rating reflects our view of Evolution's still extremely
low operating liquidity," he added, "with days' cash on hand that
improved for fiscal 2015 but appears to have fallen near
historically levels as of March 15, 2016."  Also contributing to
the rating is a legislative change over the past year that
disincentives public school districts from referring out students
in the Truancy Court system; Evolution's Richardson enrollment
declined nearly 20% as a result of this change over the past year
and will likely experience further declines in the remaining
associated student base.  On the other hand, management has
successfully grown enrollment at the newer Beaumont and Houston
campuses and balanced overall operations for fiscal 2015.  There
remains relocation risk, in S&P's view, as management is now in the
process of moving the Beaumont location to a site closer to Port
Arthur.  The new campus will have favorable leasing terms and will
pre-empt the opening of the previously planned Port Arthur campus,
which management has now abandoned establishing.

Evolution Academy Inc. was incorporated in Texas in 1999 as a
federal tax-exempt 501(c)3 not-for-profit organization.  It
operates high schools in the Dallas metro area (Richardson campus),
Houston, and Beaumont.  The organization provides services to
students who have dropped out of their local school or who are
otherwise considered at-risk of doing so.

"The stable outlook reflects our view of the school's exceptionally
low liquidity levels and challenges in ongoing demand based on
state legislative changes," added Mr. Dobbins.  It also reflects
our expectation that management will not undertake additional
growth plans outside the relocation of the Beaumont campus.
Furthermore, we believe operations will remain around break-even
over the one-year outlook period."

S&P could lower the rating during the one-year outlook period if
Evolution has delays or cost overruns associated with the
relocation of its Beaumont campus or management has problems
managing operating liquidity.  Additionally, any declines in
enrollment could lead to a negative rating action.  Conversely, S&P
could take a positive rating action if management can successfully
execute on Beaumont relocation plans, demonstrates no material
adverse impact in enrollment resulting from legislative changes in
the state, and grows operating liquidity over fiscal 2015 levels.
S&P would also view positively maintenance of maximum annual debt
service coverage over 1x.



EXTREME PLASTICS: People's Capital Seeks Automatic Stay Relief
--------------------------------------------------------------
People's Capital and Leasing Corp. asks the U.S. Bankruptcy Court
for the District of Delaware for relief from the automatic stay in
Extreme Plastics Plus, Inc.'s Chapter 11 case, or in the
alternative, adequate protection.

Summit Funding Group, Inc. and debtor Extreme Plastics Plus, Inc.
entered into a Master Lease Agreement, where Summit leased certain
collateral to Extreme.  Summit and Extreme then entered into a Sale
and Leaseback Agreement, where Summit purchased from Extreme
certain collateral consisting of certain equipment ("Schedule No.
003 Equipment"), to be leased back to Extreme.  Summit and Extreme
entered into Equipment Schedule No. 004 to the Master Lease
Agreement, where Summit leased additional equipment to Extreme.

Pursuant to Schedule Nos. 005 and 006 to the Master Purchase
Agreement between Summit and People's Capital, People's Capital
purchased from Summit all of Summit's right, title and interest in
and to Schedule No. 003 and Schedule No. 004.

People's Capital contends that under the terms of the Master Lease
Agreement and Schedule No. 003, Extreme agreed to pay People's
Capital 60 consecutive monthly payments of $3,161.74.  The total
principal cost of the Schedule No. 003 Equipment was $169,068.  It
further contends that under the terms of the Master Lease Agreement
and Schedule No. 004, Extreme agreed to pay People's Capital 60
consecutive monthly payments of $22,923.28.  The total principal
cost of the Schedule No. 004 Equipment was $1,225,778.

People's Capital tells the Court that Extreme subsequently failed
and refused to make all scheduled payments due on the Master Lease
agreement, Schedule No. 003 and Schedule No. 004 ("Lease
Documents"), and defaulted pursuant to the Master Lease Agreement.
It further tells the Court that Extreme remains obligated to
People's Capital for the outstanding balance remaining in the total
amount of $989,920 as of Feb. 1, 2016, plus default interest
accruing at the per diem rate of $486.21, costs, expenses and
attorneys' fees and is required under Lease Documents to surrender
the Equipment immediately to People's Capital.

People's Capital believes that the fair market value of the
Equipment is $1,020,000.

People's Capital tells the Court that Extreme has no equity in the
Equipment, and that the Equipment is not necessary for Extreme's
successful reorganization.  People's Capital further tells the
Court that Extreme has communicated to People's Capital that it
will voluntarily surrender the Equipment.

People's Capital contends that Extreme has not offered adequate
protection to People's Capital for its continued use of the
Equipment.  It further contends that Extreme has failed to provide
verifiable evidence of postpetition insurance on the Equipment.
People's Capital avers that cause exists to enter relief from the
automatic stay as there is no evidence of postpetition insurance
covering the Equipment.

People's Capital's Motion is scheduled for hearing on May 2, 2016
at 11:00 a.m.  The deadline for the filing of objections to
People's Capital's Motion is set on April 25, 2016.

People's Capital and Leasing Corp. is represented by:

          GianClaudio Finizio, Esq.
          BAYARD, P.A.
          222 Delaware Avenue, Suite 900
          Wilmington, DE 19801
          Telephone: (302)655-5000
          Facsimile: (302)658-6395
          E-mail: gfinizio@bayardlaw.com

                 - and -

          Evan S. Goldstein, Esq.
          UPDIKE, KELLY & SPELLACY, P.C.
          100 Pearl Street, 17th Floor
          P.O. Box 231277
          Hartford, Connecticut 06123-1277
          Telephone: (860)548-2609
          Facsimile: (860)548-2680
          E-mail: egoldstein@uks.com

                   About Extreme Plastics Plus

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

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

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

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

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

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

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

                   About Congregation Achpretvia

Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn,
New York, filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016.  Judge Michael E.
Wiles presides over the case.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the
Debtor's counsel.  In its petition, the Congregation listed total
assets of $18 million and total liabilities of $472,502.  The
petition was signed by Harold Friedlander, vice president.


FANNIE MAE: Appoints Directors Frater and Glover to Committees
--------------------------------------------------------------
In January 2016, the Board of Directors of Fannie Mae elected Hugh
R. Frater and Renee L. Glover to join the Board.  At the time
Fannie Mae filed a Current Report on Form 8-K with the Securities
and Exchange Commission to report Mr. Frater's and Ms. Glover's
election to the Board, on Jan. 15, 2016, the Board committees on
which Mr. Frater and Ms. Glover would serve had not been
determined.

Fannie Mae is filing a Form 8-K/A to report that on March 31, 2016,
its Board of Directors appointed Mr. Frater and Ms. Glover to serve
on the board committees below in connection with determining
committee assignments for all the members of the Board.  Effective
March 31, 2016, the composition of each of the Board of Directors'
committees became as follows:

Board of Directors Committee Assignments

   Executive Committee
   -------------------
   Egbert Perry, Chair
   Bart Harvey
   Robert Herz
   Timothy Mayopoulos
   Diane Nordin
   Jonathan Plutzik
   David Sidwell

   Audit Committee
   ---------------
   Robert Herz, Chair
   William Thomas Forrester
   Hugh Frater
   Brenda Gaines
   Diane Nordin

   Compensation Committee
   ----------------------
   Diane Nordin, Chair
   Brenda Gaines
   Jonathan Plutzik
   David Sidwell

   Nominating and Corporate Governance Committee
   ---------------------------------------------
   Bart Harvey, Chair
   Amy Alving
   Renee Glover
   Robert Herz

   Risk Policy and Capital Committee
   ---------------------------------
   David Sidwell, Chair
   Jonathan Plutzik
   Amy Alving
   William Thomas Forrester
   Hugh Frater
   Bart Harvey

   Strategic Initiatives Committee
   -------------------------------
   Jonathan Plutzik, Chair
   Amy Alving
   William Thomas Forrester
   Renee Glover

                        About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

Fannie Mae reported net income of $10.95 billion on $109 billion of
total interest income for the year ended Dec. 31, 2015, compared
with net income of $14.2 billion on $114 billion of total interest
income for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Fannie Mae had $3.22 trillion in total assets,
$3.21 trillion in total liabilities and $4.05 billion in total
equity.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in       


1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FREEDOM COMMUNICATIONS: Donlin Recano Okayed as Claims Agent
------------------------------------------------------------
The Hon. Mark S. Wallace of the U.S. Bankruptcy Court for the
Central District of California authorized Freedom Communications,
Inc., et al., to employ Donlin, Recano & Company, Inc., as the
noticing, claims and balloting/solicitation agent for the Clerk of
the Bankruptcy Court, nunc pro tunc to the Petition Date.

The order provides that, among other things:

   1. DRC will not be responsible for recording the transfers of
claims;

   2. provide notices of the transfers as required by Bankruptcy
Rule 3001(e); and

   3. the Clerk's Office will be responsible for collecting the
fee, processing and recording all transfer of claims.

DRC is expected to, among other things:

   a) for all notices, motions, orders or other pleadings or
documents served, prepare and file or caused to be filed with the
Clerk's Office an affidavit or certificate of service within seven
business days of service which  includes (i) either a copy of the
notice served or the docket number(s) and title(s) of the
pleading(s) served, (ii) a list of persons to whom it was mailed
(in alphabetical order) with their addresses, (iii) the manner of
service, and (iv) the date served;

   b) maintain an official copy of the Debtors' schedules of assets
and liabilities and statements of financial affairs, listing the
Debtors' known creditors and the amounts owed thereto;  and

   c) maintain (i) a list of all potential creditors, equity
holders and other parties-in-interest; and (ii) a "core" mailing
list consisting of all parties described in Bankruptcy Rules
2002(i), (j) and (k) and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010; update said
lists and make said lists available upon request by a
party-in-interest or the Clerk's Office.

Prior to the Petition Date, the Debtors paid DRC a retainer in the

amount of $25,000, and prepetition fees and expenses of $50,000.
DRC will fully apply the retainer to all prepetition fees and
expenses and any remaining retainer balance to the initial
postpetition invoice.

Beth E. Gaschen, Esq., at Lobel Weiland Golden Friedman LLP,
supplemented the application which was filed on Nov. 25, 2015, to
address the request of the Clerk of the Court that DRC include
additional language in the application regarding the terms of its
retention and the services it was providing as agent.

The Debtors and DRC agreed to supplement the application as:

   1. Section II.A(a): As DRC is going to serve as the official
record for filed proofs of claim, all original claims will be sent
to:

      DRC
      6201 15th Avenue
      Brooklyn, NY 11219

   with a copy to the Clerk's Office;

   2. Section II.A(h): DRC will keep its own official claims
registry and will electronically docket all claims onto the Court's
claim register for the cases.  If there is a discrepancy between
the official claims registry maintained by DRC and the Court's
claims register, then the claims registry maintained by the Court
will be deemed the accurate record.  The Clerk's Office will have
unlimited free access to DRC's claims registry; and

   3. Section II.A(j): DRC will not be responsible for recording
the transfers of claims and providing notices of such transfers as
required by Bankruptcy Rule 3001(e).  The Clerk's Office will be
responsible for collecting the fee, processing and recording all
transfer of claims.

The Debtors are represented by:

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

                    About Freedom Communications

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

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

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

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

Freedom Communications Inc., in an amended schedules disclosed
total assets of $59,368,451 and total liabilities of $213,887,330.

The Debtor previously reported assets of $59,368,451 and
liabilities of $218,890,683.

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


GLOYD GREEN: Court Affirms Order Denying Mandatory Abstention
-------------------------------------------------------------
Appellant Howard Family Trust seeks review of an order entered by
the United States Bankruptcy Court for the District of Nevada
denying its Motion for Remand and/or Abstention.  The Appellant
asks the Court to reverse the Bankruptcy Court's Order.

In an Order dated March 10, 2016, which is available at
http://is.gd/WumBLTfrom Leagle.com, Chief District Judge Gloria M.
Navarro of the United States District Court for the District of
Nevada affirmed the Order denying the Appellant's Motion for Remand
and/or Abstention.  Because mandatory abstention requires a
non-core proceeding, the Bankruptcy Court held that mandatory
abstention could not apply.  The Court agreed and affirmed the
Bankruptcy Court's findings and holding as to mandatory
abstention.

The case is TRUMAN HOLT, Trustee for the HOWARD FAMILY TRUST dated
AUGUST 21, 1998, and OSCAR BRANNON HOWARD, III, beneficiary of the
HOWARD FAMILY TRUST, Appellants, v. GLOYD GREEN and GAIL HOLLAND,
Appellees, Case No. 2:15-cv-00407-GMN (D. Nev.).

Truman Holt, Appellant, is represented by Jerimy Kirschner, Esq. --
jerimy@jkirschnerlaw.com -- Jerimy Kirschner & Associates, P.C..

Oscar Brannon Howard, III, Appellant, is represented by Anthony L
Barney, Esq. -- abarney@anthonybarney.com -- Anthony L. Barney,
Ltd..

Gloyd Green, Appellee, is represented by Christopher P Burke,
Christohper P. Burke, Esq. and Associates.

Gail Holland, Appellee, is represented by Christopher P Burke,
Christohper P. Burke, Esq. and Associates.


HAGGEN HOLDINGS: $106M Sale of 29 Stores to Albertson's Okayed
--------------------------------------------------------------
Judge Kevin Gross at the end of March entered an order authorizing
Haggen Holdings, LLC, to sell 29 core stores to Albertson's LLC for
$106 million, subject to adjustments.

On Nov. 9, 2015, the Debtors submitted a motion for approval of the
sale of their core stores and proposed bidding procedures.

On Dec. 4, 2015, the Court approved bidding procedures to solicit
bids for, and an auction of certain of, the Debtors assets.

On March 11, 2016, in response to a solicitation and marketing
process initiated by the Debtors, Albertson's submitted a
qualifying bid for Albertson's potential purchase of certain assets
owned by the Debtors at 29 store locations and the Debtors'
corporate headquarters:

  No.   Store No.   Address
  ---   ---------   -------
  1      11       2814 Meridian Bellingham WA
  2      15       757 Haggen Drive Burlington WA
  3      17       1406 Lake Tapps Parkway East Auburn WA
  4      25       1401 12th Street Bellingham WA
  5      29       1313 Cooper Point Road SW Olympia WA
  6      43       210 36th Street Bellingham WA
  7      53       2900 Woburn Street Bellingham WA
  8      55       26603 72nd Avenue NW Stanwood WA
  9      57       1301 Avenue D Snohomish WA
  10     63       1815 Main Street Ferndale WA
  11     67       17641 Garden Way NE Woodinville WA
  12     69       2601 East Division Mount Vernon WA
  13     71       8915 Market Place NE Lake Stevens WA
  14     77       3711 88th Street NE Marysville WA
  15     2072     3925 236th Ave NE Redmond WA
  16     2074     14300 S W Barrows Rd Tigard OR
  17     2075     8611 Steilacoom Blvd. S.W. Tacoma WA
  18     2076     3520 Pacific Ave S E Olympia WA
  19     2080     3075 Hilyard St. Eugene OR
  20     2081     16199 Boones Ferry Road Lake Oswego OR
  21     2086     1800 N.E. 3rd Street Bend OR
  22     2087     61155 S. Hwy 97 Bend OR
  23     2089     17520 SR 9 Southeast Snohomish WA
  24     2093     450 N. Wilbur Avenue Walla Walla WA
  25     2094     1128 N. Miller Wenatchee WA
  26     2098     1675 W. 18th Avenue Eugene OR
  27     2102     1690 Allen Creek Road Grants Pass OR
  28     2120     17171 Bothell Way N.E. Seattle WA
  29     2124     31565 Sr 20 #1 Oak Harbor WA

On March 9, the Debtors announced that the auction scheduled for
March 11 has been adjourned to March 18 and declared Albertson's
the successful bidder with respect to the 29 core stores.

On March 18, the Debtors filed the Asset Purchase Agreement with
the Court.  The APA contemplates, among other things, the
acquisition by Albertson's of (a) the Store Leases and the
Corporate Headquarters Lease (each as defined in the APA), (b) the
Assigned Contracts and Assigned Licenses (each as defined in the
APA), (c) the Equipment located at the Store Properties, (d) the
Inventory and Pharmacy Assets, and (e) certain other assets as
specified in Section 1.1 of the APA ((a) through (e), collectively,
the "Purchased Assets").  A copy of the APA is available at:

   http://bankrupt.com/misc/Haggen_1611_Final_APA_Alber.pdf

In consideration of the Purchased Assets, Albertson's will pay
$106,167,725, subject to certain adjustments under the APA.  A
portion of the Purchase Price will be paid through a
dollar-for-dollar satisfaction of the Debtors' obligation to
Albertson's (or its affiliates) under the $68 million Replacement
DIP Loan.

The Court held a hearing to consider the proposed sale to
Albertson's on March 29, 2016 at 10:00 a.m.

Justin Ewing, Executive Vice President of Corporate Development &
Real Estate at Albertson's, attested that at all times during the
sale process, Albertson's actions, communications and negotiations
with the Debtors were in good faith.  He said Albertson's never
engaged in any collusion with respect to the APA or in the
submission of its bid.

A copy of the Sale Order is available for free at:

    http://bankrupt.com/misc/Haggen_1700_Albertsons_Sale_Ord.pdf

Albertsons Companies, Inc., is one of the largest food and drug
retailers in the United States, with both strong local presence and
national scale.  As of Dec. 5, 2015, it operated 2,267 stores
across 35 states and the District of Columbia under 18 well-known
banners, including Albertsons, Safeway, Vons, Jewel-Osco, Shaw???s,
Acme, Tom Thumb, Randalls, United Supermarkets, Pavilions, Star
Market and Carrs.  It provides customers with a service-oriented
shopping experience, including convenient and value-added services
through 1,738 pharmacies and 379 adjacent fuel centers.
Albertson's has 271,000 employees serving on average more than 33
million customers each week.

Albertson's is represented by:

          SCHULTE ROTH & ZABEL LLP
          919 Third Avenue
          New York, NY 10016
          Facsimile: (212) 593-5955
          Attention: Stuart D. Freedman, Esq.
                     David Hillman, Esq.

                       About Haggen Holdings

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

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

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

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

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

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

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.  The Committee retained Pachulski Stang Ziehl
& Jones LLP as counsel.


HAGGEN HOLDINGS: Sells Assets at 2 Stores to Thrifty, Safeway
-------------------------------------------------------------
Haggen Holdings, LLC, and its affiliated debtors received approval
from the Bankruptcy Court of the sale of assets at their stores at
West Linn, Oregon, and Federal Way, Washington, to Thrifty Payless,
Inc., and Safeway Inc. in accordance with the asset purchase
agreements.

After completing a robust marketing process, the Debtors sought
approval of the Purchase Agreements to sell certain pharmaceutical
assets of Haggen OpCo North, LLC (the "Operating Debtor") held at
two (2) of its stores to the highest or otherwise best bidders.

The Debtors continue to operate, and have not yet liquidated the
assets of, their non-core stores located at (a) 1855 Blankenship
Road, West Linn, Oregon (Store # 2083) (the "West Linn Store") and
(b) 31009 Pacific Highway South, Federal Way, Washington (Store #
2117) (the "Federal Way Store").  Although the Debtors continue to
evaluate their options with respect to the leases governing the
West Linn Store and Federal Way Store, the Debtors anticipate that
they will either sell such stores after they have gone "dark" or
reject the applicable leases, in either case, in advance of the
Assumption/Rejection Deadline.

In connection with the anticipated Store Closing Sales of the West
Linn Store and Federal Way Store, the Debtors determined, in their
business judgment, that a sale of the Assets located therein was in
the best interests of the Debtors and their stakeholders.

Accordingly, the Debtors commenced a competitive, arm's-length
marketing process for these assets consistent with industry
standards for the sale of similar assets.  Bids were due Dec. 23,
2015, and the Debtors selected the highest bids on Jan .4, 2016 and
held an overbid process thereafter.

The Debtors and Rite Aid have negotiated, at arm's-length, the Rite
Aid APA for the sale of the Assets at the Federal Way Store.
Pursuant to the APA, Rite Aid will purchase (i) the Prescription
Files for an aggregate amount equal to $550,000.00 (subject to the
adjustments set forth in the Rite Aid APA) and (ii) the Pharmacy
Inventory in an amount not to exceed $400,925.

The Debtors and Safeway have negotiated, at arm's-length, the
Safeway APA for the sale of the Assets at the West Linn Store. In
consideration of the Assets (as defined in the Safeway APA), and
subject to the terms of the Safeway APA, Safeway will purchase the
Records and Goodwill in the Operating Debtor's possession for an
aggregate amount equal to $951,000 (subject to the adjustments set
forth in the Safeway APA).

                       About Haggen Holdings

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

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

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

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

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

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

In September 2015, T. Patrick Tinker, assistant U.S. trustee for
Region 3, appointed seven creditors to the official committee of
unsecured creditors.  The Committee retained Pachulski Stang Ziehl
& Jones LLP as counsel.


HANOVER INSURANCE: Fitch Assigns 'BB' Rating on Sub. Debentures
---------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to The Hanover Insurance
Group's (NYSE: THG) new issue of $375 million 4.5% senior notes due
April 15, 2026.  The rating is equivalent to the ratings on THG's
existing senior debt outstanding.  Proceeds from the offering will
be used primarily to redeem THG's outstanding 7.50% notes due 2020
and 6.375% notes due 2021.

The 'A-' Insurer Financial Strength (IFS) rating for The Hanover
Insurance Company, THG's principal operating subsidiary is
unchanged.  The Rating Outlook is Positive.

                        KEY RATING DRIVERS

THG reported a GAAP combined ratio of 95.7% for 2015 versus 96.9%
in the prior year.  This continued a record of profitability
expansion since 2012, due to improved pricing and business mix
changes in the U.S., as well as the consistently solid and growing
contribution from Chaucer Holdings PLC.  Net income return on
equity and operating EBIT coverage 2015 also continued to improve
to 11.7% and 7.7x, respectively.

THG's ratings reflect adequate capitalization of U.S. operating
subsidiaries and Fitch's belief that THG's recent operating
performance trend is sustainable.  In addition, GAAP operating
leverage and net leverage declined modestly in 2015 to 1.7x and
4.6x, respectively, at year end.  The financial leverage ratio
(FLR) was 22.2% at Dec. 31, 2015.

Future earnings will continue to be affected by volatility tied to
changes in catastrophe related losses.  Overall the benefits from
premium rate improvements are waning, and Fitch expects price
increases to moderate or flatten in the near term.  THG has
increasingly focused on business with less pricing sensitivity and
better retention by targeting small commercial business and through
a specific personal lines product launch.

The succession plans following CEO Fred Eppinger's announced
resignation in 2016 is also an uncertainty.

                       RATING SENSITIVITIES

Detail Key rating triggers that could lead to an upgrade of THG's
ratings over the next six to 12 months include maintaining a
combined ratio below 97%; improving and sustaining GAAP operating
interest coverage to 7x or better, with continued ample subsidiary
dividend capacity; modest improvement in GAAP net leverage
(premiums written plus total liabilities less debt less reinsurance
recoverable divided by shareholders' equity excluding FAS 115) of
4.5x or better; and maintenance of run-rate FLR below 25%.

Key ratings triggers that could lead to a return to Stable Outlook
include: an acquisition that materially changed THG's operating
profile and/or a shift to significant underwriting losses or
weakening in profitability.

FULL LIST OF RATING ACTIONS

Fitch assigns these rating:

The Hanover Insurance Group
   -- $375 million 4.5% senior notes due 2026 'BBB-'.

Fitch currently rates THG as:

The Hanover Insurance Group
   -- IDR at 'BBB';
   -- 7.5% senior notes due 2020 at 'BBB-';
   -- 6.375% senior unsecured notes due 2021 at 'BBB-';
   -- 7.625% senior unsecured notes due 2025 at 'BBB-';
   -- 8.207% junior subordinated debentures due 2027 at 'BB';
   -- 6.35% subordinated debentures due March 30, 2053 'BB'.

The Hanover Insurance Company
Citizens Insurance Company of America
   -- IFS at 'A-'.

The Rating Outlook is Positive.



HEMCOM MEDICAL: Multnomah, Washington County Want Taxes Paid
------------------------------------------------------------
Creditors Multnomah County and Washington County submitted to the
U.S. Bankruptcy Court for the District of Oregon their respective
limited objections to HemCon Medical Technologies, Inc.'s Second
Amended Motion to Sell Debtor's Assets Free and Clear of Liens,
Claims, and Encumbrances.  Sussex Associates, LP, also submitted to
the Court, its Renewed Objection to Debtor's Second Amended Sale
Motion.

Multnomah County relates that it has no objection to the sale,
transfer or auction of the assets of the Debtor, so long as the
total amount of taxes assessed and interest accrued to date of
disbursement is impressed as a lien on the proceeds of sale.

Multnomah County contends that it filed a secured claim for
$5,218.05 on January 28, 2016.  It further contends that the
indebtedness is for tax duly and regularly assessed against real
and/or personal property owned by the debtor on and before the date
the case was filed.  Multnomah County asks the Court not to grant
the Debtor's motion without the stipulation that the total tax
amount due is impressed as a lien on the proceeds of sale and
Multnomah County is paid in full.

Washington County contends that the Debtor owes it $70,268.42 in
unpaid ad valorem tax obligations.  Washington County avers that
before the commencement of the Chapter 11 case, the Debtor sold
personal property located at its old business location at 10575
S.W. Cascade Ave., Suite 130, Portland, Oregon, at a public auction
("2014 Sale").  It further avers that at the time of the 2014 Sale,
the Debtor owed the County for unpaid ad valorem taxes ("December
2014 Tax Obligation") and that all tax obligations owed by the
Debtor to the County were secured by first priority tax liens in
favor of the County against the Debtor's personal property.

Washington County contends that the Debtor never notified the
County of the 2014 Sale, neither did the Debtor pay the December
2014 Tax Obligation.  Washington County further relates that in its
Motion, the Debtor seeks to sell substantially all its remaining
assets to Tricol International Group Limited, or a party offering a
higher and better offer than Tricol.  

Washington County tells the Court that it does not object to the
Debtor's request for authority to sell its property.  It further
tells the Court that no sale should be approved unless provisions
are made for Washington County to be paid the full amount of the ad
valorem taxes the Debtor owes Washington County, together with
interest thereon.

                         Sussex Collateral

Sussex Associates, LP tells the Court that it objects to the
Debtor's Sale Motion to the extent that the Debtor seeks to sell
the Sussex Collateral free and clear of Sussex's interest therein,
unless it consents to such sale or unless the sale proceeds
allocable to such property is no less than "the aggregate value of
all liens on such property."

Sussex avers that in the alternative, if the Court permits the sale
of the Sussex Collateral free and clear of Sussex's interest
therein over its objection, without directing that the full amount
of Sussex's claim secured by the Sussex Collateral be paid from the
sale proceeds, Sussex asks the Court for adequate protection of its
interest in the Sussex Collateral in the form of a replacement lien
on all proceeds realized from the sale of the Debtor's assets, with
all cash proceeds to be held in a blocked DIP bank account pending
Sussex's agreement with regard to the distribution of such funds or
until a final determination as to the extent of Sussex's interest
in such proceeds has been made by the Court.

Sussex believes that the purchase price formula stated in the
Stalking Horse APA unfairly allocates to the Sussex Collateral a
portion of the total $3.6 million sale consideration - i.e. $1.6
million - that is inadequate in light of the value of those assets
relative to the total value of all assets to be sold under the
Stalking Horse APA.  Sussex contends that the unfairness of this
allocation will be lessened if the purchase price increases in
amount as a result of the auction process set forth in the Bid
Procedures approved by the Bid Procedures Order.

Multnomah County is represented by:

          Carlos A. Rasch, Esq.
          ATTORNEYS FOR CREDITOR MULTNOMAH COUNTY
          Multnomah County, Oregon

Sussex Associates is represented by:

          David A. Foraker, Esq.
          Sanford R. Landress, Esq.
          GREENE & MARKLEY, P.C.
          1515 SW Fifth Avenue, Suite 600
          Portland, OR 97201
          Telephone: (503)295-2668
          Facsimile: (503)224-8434
          E-mail: david.foraker@greenemarkley.com
                  sanford.landress@greenemarkley.com

Washington County, Oregon is represented by:

          Jeffrey C. Misley, Esq.
          Timothy A. Solomon, Esq.
          SUSSMAN SHANK LLP
          1000 SW Broadway, Suite 1400
          Portland, OR 97205-3089
          Telephone: (503)227-1111
          Facsimile: (503)248-0130
          E-mail: jmisley@sussmanshank.com
                  tsolomon@sussmanshank.com

                About HemCon Medical Technologies

HemCon Medical Technologies, Inc., began operations in 2001 and
today brings advanced wound care technologies to the worldwide
healthcare market.

HemCon Medical previously filed a Chapter 11 bankruptcy on April
10, 2012, in the District of Oregon (Case No. 12-32652-elp11).
The
Debtor's Fifth Amended Plan of Reorganization was confirmed on
May 6, 2013, and the Final Decree was entered and the case was
closed on Nov. 20, 2013.

HemCon Medical again filed for Chapter 11 bankruptcy (Bankr. D.
Ore. Case No. 16-30119) on Jan. 15, 2016.  The petition was signed
by Michael Wax as president and CEO.

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

Tonkon Torp LLP serves as counsel in the new Chapter 11 case.


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

Hillcrest Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 16-40054) on January 12, 2016. The
Debtor is represented by Randall L. Robb, Esq.


HYPNOTIC TAXI: U.S. Trustee Appoints 4 Creditors to Committee
-------------------------------------------------------------
The U.S. Trustee for Region 2 on April 6 filed an amended notice of
appointment of Hypnotic Taxi LLC's official committee of unsecured
creditors.

The Justice Department's bankruptcy watchdog announced that it
appointed these creditors to serve on the committee:

     (1) Hereford Insurance Company
         36-01 43rd Avenue
         Long Island City, NY 11101
         Attn: Annie Weinstein,
         COO/SVP
         Tel: 718-361-9191

     (2) Peri Edelstein
         10 West 15th Street, Apt. 708
         New York, New York 10011
         Tel: 917-603-2756

     (3) Josette Marie Tenas-Reynard
         4 Rue Perrault
         7500 Paris, France
         Tel: 011-33-6-14082089

     (4) Jeremy Joseph
         1673 President Street
         Brooklyn, NY 11213
         Tel: 718-781-6341

The Troubled Company Reporter, on Sept. 3, 2015, reported that the
U.S. Trustee appointed three creditors to serve on the official
committee of unsecured creditors.  The unsecured creditors were
Juan Abreu, American Transit Insurance Company, and Jeremy Joseph.

                     About Hypnotic Taxi

Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on
July 22, 2015.  The petition was signed by Evgeny Freidman as sole
and managing member.

Klestadt Winters Jureller Southard & Stevens LLP serves as the
Debtors' counsel.  Judge Carla E. Craig presides over the case.

The Debtors each own either two or three medallions issued by the
New York City Taxi and Limousine Commission that permit taxi
services to be performed by the Debtors.

Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total
liabilities of $2,825,401 as of the Petition Date.

The Committee tapped White & Williams LLP as counsel and
EisnerAmper as its accountants and financial advisors.

                           *     *     *

Judge Carla E. Craig on Jan. 19, 2016 entered an order extending
the Debtors' Exclusive Periods to March 18, 2016 for filing of a
plan of reorganization, and May 17, 2016 for soliciting acceptances
thereto.


IHEARTMEDIA COMMUNICATIONS: Default Fight Set to Go to Trial in May
-------------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that radio giant iHeartMedia will make its case next month
in a Texas state court to block lenders from declaring the former
Clear Channel Communications has defaulted on billions of dollars
in loans.

According to the report, the two sides on April 6 agreed to
continue to abide by a temporary restraining order until trial
begins next month, iHeart said in a statement, adding that it is
"pleased with the outcome and look[s] forward to an expedited
trial."

As previously reported by The Troubled Company Reporter, citing
Bloomberg Brief, IHeartMedia Inc. was able to persuade a Texas
state court judge to issue a subpoena requiring hedge-fund firm
Elliott Management Corp. to disclose all trading positions linked
to iHeart, plus the dates they were secured and the prices paid for
them. The judge directed Elliott to provide the information by
April 1, ahead of a hearing to consider a temporary injunction
starting April 4.

iHeartCommunications, Inc., a wholly-owned subsidiary of
iHeartMedia on March 7, 2016,
received Notices of Default from the holders of at least 25% of
the
outstanding principal amount of four of the Company's outstanding
series of Priority Guarantee Notes.  The Notices alleged that the
Company violated certain covenants under the indentures governing
the Priority Guarantee Notes when, on December 3, 2015,
iHeartMedia
contributed 100,000,000 shares of Class B common stock of Clear
Channel Outdoor Holdings, Inc. from Clear Channel Holdings Inc.,
one of iHeartMedia's wholly-owned subsidiaries, to Broader Media,
LLC, one of its wholly-owned subsidiaries that is an "unrestricted
subsidiary" under the Indentures.

On March 7, 2016, iHeartMedia filed a lawsuit (Cause No. 2016 CI
04006) in the State District Court in Bexar County, Texas, against
the Holders and the indenture trustees under the Indentures
seeking, among other things, a ruling by the Court through
declaratory judgment that the Company is not in default or in
violation of any covenant or provision of the Indentures.

The case is iHeartCommunications Inc. v. Benefit Street Partners
LLC, 2016 CI 04006, District Court of Bexar County, Texas (San
Antonio).

                  About iHeartCommunications

iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners.  The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.


IheartCommunications reported a net loss attributable to the
Company of $755 million on $6.24 billion of revenue for the year
ended Dec. 31, 2015, compared to a net loss attributable to the
Company of $793.76 million on $6.31 billion of revenue for the
year
ended Dec. 31, 2014.  As of Dec. 31, 2015, the Company had $13.8
billion in total assets, $24.4 billion in total liabilities and a
total shareholders' deficit of $10.6 million.

                       Bankruptcy Warning

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  
Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing
or
future debt instruments may restrict us from adopting some of
these
alternatives.  These alternative measures may not be successful
and
may not permit us or our subsidiaries to meet scheduled debt
service obligations.  If we or our subsidiaries cannot make
scheduled payments on indebtedness, we or our subsidiaries, as
applicable, will be in default under one or more of the debt
agreements and, as a result we could be forced into bankruptcy or
liquidation," the Company said in its annual report for the year
ended Dec. 31, 2015.  

                            *   *    *

The Troubled Company Reporter on March 14, 2016, reported that
iHeart Communications, Inc's 'CCC' Issuer Default Ratings is
unaffected by the receipt of a Notice of Default (NOD) received on
March 7, 2016 primarily as a result of iHeart's request for a legal
determination of the validity of the NOD.  iHeart is currently
operating under a temporary restraining order (TRO) it received on
March 9, 2016, rescinding the NOD for 14 days (the TRO can be
extended for up to 14 additional days) to provide the court
additional time to determine the NOD's validity.

iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR)
from Fitch Ratings and a 'Caa2 Corp." corporate family rating from
Moody's Investors Service.


INGLES MARKETS: S&P Retains 'BB-' Rating on $700MM Sr. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Ingles Markets Inc.'s $700 million senior notes to '3' from '4',
which does not result in a change to the 'BB-' issue-level rating.
The '3' recovery rating indicates S&P's expectation for meaningful
recovery at the low end of the 50% to 70% range.

The revised recovery rating reflects S&P's expectation of a higher
enterprise value upon emergence from a payment default scenario
given the company's continued stable operating performance.  S&P
has valued the company on a going concern basis using a 5.0x
multiple applied to its projected emergence-level EBITDA of around
$120 million.

S&P expects the company to maintain market share in its core
Southeast markets by retaining its loyal customer base through
ongoing investments to its existing store base.  S&P forecasts
adjusted debt to EBITDA to be in the high-3.0x range and funds from
operations to debt to be in the mid- to high-teens over the next 12
months.  All other ratings, including the 'BB-' corporate credit
rating and stable outlook on the company remain unchanged.

RATINGS LIST

Ingles Markets Inc.
Corporate Credit Rating             BB-/Stable/--

Recovery Rating Revised
Ingles Markets Inc.
$700 million senior notes           BB-             BB-
   Recovery rating                   3L              4H



INMOBILIARIA BAFCO: Employs Carmen D. Conde Torres as Counsel
-------------------------------------------------------------
Inmobiliaria Bafco, Inc. asked the Bankruptcy Court approve the
employment of Carmen D. Conde Torres, Esq., from the Law Offices of
C. Conde & Assoc., as its legal counsel, to:

   (a) advise the Debtor with respect to its duties, powers and
       responsibilities under the laws of the United States and
       Puerto Rico in which the Debtor-in-Possession conducts its
       operations, do business, or is involved in litigation;

   (b) advise the Debtor in connection with a determination
       whether a reorganization is feasible and, if not, help the
       Debtor in the orderly liquidation of its assets;

   (c) assist the Debtor with respect to negotiations with
       creditors for the purpose of arranging the orderly
       liquidation of assets and/or proposing a viable plan of
       reorganization;

   (d) prepare on behalf of the Debtor the necessary complaints,
       answers, orders, reports, memoranda of law and/or any other
       legal papers or documents;

   (e) appear before the Bankruptcy Court, or any court in which
       the Debtor asserts a claim interest or defense directly or
       indirectly related to this bankruptcy case;

   (f) perform other legal services for the Debtor as may be
       required in these proceedings or in connection with the
       operation of/and involvement with the Debtor's business,
       including but not limited to notarial services; and

   (g) employ other professional services, if any.

The compensation for professional services to be rendered in this
case is agreed as follows:

         Carmen D. Conde Torres, Esq.       $300 per hour    
         (Senior Attorney)

         Associates                         $275 per hour

         Junior Attorney                    $250 per hour

         Legal Assistants                   $150 per hour

As part of the compensation, the Debtor has agreed to reimburse the
firm for any costs and expenses.

The Debtor paid C. Conde & Assoc. a retainer of $15,000.

To the best of the Debtor's knowledge, Carmen D. Conde Torres is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.

                      About Inmobiliaria BAFCO
   
Inmobiliaria Bafco, Inc., a single asset real estate, filed a
Chapter 11 bankruptcy petition (Bankr. D. P.R. Case No. 16-02642)
on April 4, 2016.   Fernando Batlle signed the petition as
president.  The Debtor listed total assets of $13.4 million and
total debts of $12.05 million.  Judge Mildred Caban Flores is
assigned to the case.


JADECO CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Jadeco Construction Corp.
        PO Box 16
        St. James
        Saint James, NY 11780

Case No.: 16-71508

Chapter 11 Petition Date: April 6, 2016

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Joel M Shafferman, Esq.
                  SHAFFERMAN & FELDMAN LLP
                  137 Fifth Avenue, 9th Floor
                  New York, NY 10010
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jacinto Dealmeida, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb16-71508.pdf


JOHNS-MANVILLE CORP: "Parra" Remanded to Bankruptcy Court
---------------------------------------------------------
Salvador J. Parra, Jr., developed asbestosis and other conditions
after he was exposed to asbestos while working as an insulator in
the 1960s and 1970s.  In 2009, he sued Marsh USA, Inc., an
insurance broker, and others alleging that they had conspired with
asbestos producers, distributors, and insurers to withhold
information from the public regarding the dangers of asbestos
inhalation.  In response, Marsh filed a motion in the chapter 11
bankruptcy cases of the Johns-Manville Corporation arguing that it
had been relieved of any liability for Parra's claims by the
release and channeling injunction contained in the order confirming
Manville's chapter 11 plan.

The bankruptcy court issued a memorandum decision and accompanying
order granting Marsh's motion (the "July Order"). Parra now appeals
from the July Order.

In an Opinion and Order dated March 14, 2016, which is available at
http://is.gd/U2gkisfrom Leagle.com, Judge Shira A. Scheindlin of
the United States District Court for the Southern District of New
York affirmed the July Order in part and reversed in part, and
remanded to the bankruptcy court for further proceedings consistent
with this Opinion and Order.

The civil proceeding is THE BOGDAN LAW FIRM, AS COUNSEL FOR
SALVADOR PARRA, JR., Appellant, v. MARSH USA, INC., Appellee, No.
15-cv-06607 (SAS)(S.D.N.Y.), relating to In re JOHNS-MANVILLE
CORPORATION, Debtor.

The Bogdan Law Firm, Appellant, is represented by Peter Carmine
D'Apice, Esq. -- Stutzman, Bromberg, Esserman & Plifka, P.C..

Marsh USA, Inc., Appellee, is represented by Brian E O'Connor, Esq.
-- boconnor@willkie.com -- Willkie Farr & Gallagher LLP & Emma Jane
James, Esq. -- ejames@willkie.com -- Willkie Farr & Gallagher LLP.

The Travelers Indemnity Company, Interested Party, is represented
by Andrew Tyler Frankel, Esq. -- afrankel@stblaw.com -- Simpson
Thacher & Bartlett LLP.

Travelers Casualty and Surety Company, Interested Party, is
represented by Andrew Tyler Frankel, Simpson Thacher & Bartlett
LLP.

                About Johns-Manville

Johns-Manville Corp. was, by most sources, the largest
manufacturer of asbestos-containing products and the largest
supplier of raw asbestos in the United States from the 1920s until
the 1970s.  Manville sold raw asbestos to manufacturers of
asbestos-based products in 58 countries and distributed its own
asbestos-based products "across the entire spectrum of industries
and employment categories subject to asbestos exposure."

As a result of studies linking asbestos with respiratory disease,
Manville became the target of a growing number of products
liability lawsuits in the 1960s and 1970s.  Buckling under the
weight of its asbestos liability, Manville filed for Chapter 11
protection on August 26, 1982, before Judge Lifland.

To avoid the uncertainty of insurance litigation and to fund its
plan of reorganization, Manville sought to settle its insurance
claims.  Manville obtained in excess of $850,000,000 from
settlements with its insurers.  The U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Debtors' Second Amended and Restated Plan of Reorganization on
Dec. 22, 1986.


KU6 MEDIA: Enters Into Agreement for Going Private Transaction
--------------------------------------------------------------
Ku6 Media Co., Ltd. announced that it had entered into a definitive
Agreement and Plan of Merger with Shanda Investment Holdings
Limited ("Parent") and Ku6 Acquisition Company Limited, a
wholly-owned subsidiary of Parent ("Merger Sub").

Pursuant to the Agreement, Parent will acquire the Company for cash
consideration equal to US$0.0108 per ordinary share of the Company
or US$1.08 per American Depositary Share of the Company, each
representing 100 Shares.  This price represents a premium of 54%
over the closing price of the Company's ADSs on Jan. 29, 2016, the
last trading date immediately prior to the Company's announcement
on Feb. 1, 2016, that it had received a "going private" proposal, a
premium of 42% over the average closing price of its ADSs during
the 30 trading days prior to Feb. 1, 2016, and a premium of 52%
over the average closing price of its ADSs during the 60 trading
days prior to Feb. 1, 2016.

As of the date of the Agreement, Parent beneficially owns
approximately 69.9% of the Company's issued and outstanding
Shares.

Subject to the terms and conditions set forth in the Agreement,
Merger Sub will merge with and into the Company, with the Company
continuing as the surviving company and becoming a wholly owned
subsidiary of Parent, and each of the Shares issued and outstanding
immediately prior to the effective time of the Merger (including
Shares represented by ADSs) will be cancelled in consideration for
the right to receive US$0.0108 per Share or US$1.08 per ADS, in
each case, in cash, without interest and net of any applicable
withholding taxes, except for (i) the Shares (including ADSs
corresponding to such Shares) beneficially owned by Parent, any
Shares held by the Company or any of its subsidiaries and any
Shares (including ADSs corresponding to such Shares) held by the
depositary and reserved for issuance and allocation pursuant to the
Company's equity compensation plans, in each case, immediately
prior to the effective time of the Merger, each of which will be
cancelled without payment of any consideration or distribution
therefor, (ii) restricted Shares (including restricted Shares
represented by ADSs) issued by the Company under the Company's
equity compensation plans, each of which will be cancelled at the
effective time of the Merger and thereafter represent only the
right to receive the issuance of restricted shares in the surviving
company in accordance with the Agreement, and (iii) Shares owned by
holders who have validly exercised and not effectively withdrawn or
lost their rights to dissent from the Merger pursuant to Section
238 of the Companies Law of the Cayman Islands, which Shares will
be cancelled at the effective time of the Merger for the right to
receive the fair value of such Shares determined in accordance with
the provisions of Section 238 of the Companies Law of the Cayman
Islands.

Parent intends to fund the transaction through cash at hand.

The Company's Board of Directors, acting upon the unanimous
recommendation of the special committee of independent directors
formed by the Board of Directors, unanimously approved the
Agreement, the plan of merger required to be filed with the
Registrar of Companies of the Cayman Islands in connection with the
Merger and the transactions contemplated thereby, including the
Merger, and resolved to recommend that the Company's shareholders
vote to approve the Agreement and the Transactions, including the
Merger.  The Special Committee, which is composed solely of
independent directors who are unaffiliated with Parent, Merger Sub
or management of the Company, exclusively negotiated the terms of
the Agreement with Parent with the assistance of its independent
financial and legal advisors.

The Merger, which is currently expected to close in the second half
of 2016, is subject to customary closing conditions, including the
approval by an affirmative vote of shareholders holding two-thirds
or more of the votes represented by the Shares (including Shares
represented by ADSs) present and voting in person or by proxy as a
single class at the extraordinary general meeting, which will be
convened to consider the approval of the Agreement and the
Transactions, including the Merger.  Parent beneficially owns
sufficient Shares to approve the Agreement and the Transactions,
including the Merger, and intends to vote in favor of such
approval.  If completed, the Transactions will result in the
Company becoming a privately-held company and, if applicable, the
ADSs will no longer be listed on the NASDAQ Global Market.

Duff & Phelps, LLC and Duff & Phelps Securities, LLC is serving as
financial advisor to the Special Committee, Weil, Gotshal & Manges
LLP is serving as U.S. legal advisor to the Special Committee, and
Harney Westwood & Riegels is serving as Cayman Islands legal
advisor to the Special Committee.  Akin Gump Strauss Hauer & Feld
LLP is serving as legal advisor to Duff & Phelps.

Davis Polk & Wardwell LLP is serving as U.S. legal advisor to
Parent.  Conyers Dill & Pearman is serving as Cayman Islands legal
advisor to Parent.

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

                        http://is.gd/JJKCR1

                          About Ku6 Media

Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content.  Through its
premier online brand and online video Web site --
http://www.ku6.com/-- Ku6 Media provides online video uploading
and sharing service, video reports, information and entertainment
in China.

As of Dec. 31, 2015, the Company had $9.01 million in total assets,
$14.31 million in total liabilities and a $5.29 million total
shareholders' deficit.

PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2014,
citing that the Company's recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes made, or planned to be made, in respect of the
Company's business model, raise substantial doubt about the
Company's ability to continue as a going concern.


LAND LAPPER: City's Bid to Dismiss Bankruptcy Suit Denied
---------------------------------------------------------
Judge Eric L. Frank of the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania denied the motion filed by the City of
Philadelphia to dismiss the case captioned IN RE: LAND LAPPER,
INC., Chapter 11, Debtor, Bky. No. 14-18360 ELF (Bankr. E.D. Pa.).

The denial, however, was without prejudice and subject to the
following conditions:

   -- payment by Land Lapper to the City of all real estate taxes
presently due and owing for tax year 2016, on or before April 22,
2016;

   -- payment by Land Lapper of monthly adequate protection
payments to the City of $1,500 commencing on May 1, 2016 until the
effective date of Land Lapper's proposed chapter 11 plan of
reorganization.

Judge Frank also stated that the City may renew its motion in the
event that the disclosure statement is not approved on March 30,
2016, the plan of reorganization is not confirmed at the first
scheduled confirmation hearing, or any other future event that
causes or is reasonably likely to cause further delay in the plan's
confirmation.

A full-text copy of Judge Frank's March 17, 2016 order is available
at http://is.gd/rspqjcfrom Leagle.com.


LB STEEL: Files Rule 2015.3 Periodic Report
-------------------------------------------
LB Steel LLC disclosed in a filing with the U.S. Bankruptcy Court
for the Northern District of Illinois that it holds 100% stake in
LB Steel Acquisitions V, LLC as of Sept. 30, 2015.

The report was filed pursuant to Bankruptcy Rule 2015.3, which
required the company to disclose the value, operations and
profitability of entities in which it holds a substantial or
controlling interest.  

The report is available without charge at http://is.gd/XFBTNT

                         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.


LEAPFROG ENTERPRISES: Common Stock Delisted From NYSE
-----------------------------------------------------
In connection with the consummation of LeapFrog Enterprises, Inc.'s
merger with VTech Holdings Limited, the Company notified the New
York Stock Exchange of its intent to remove the Shares from listing
on the NYSE and requested that the NYSE file a delisting
application with the SEC to delist and deregister the Shares.  

On April 5, 2016, the NYSE filed with the SEC a Notification of
Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934, as amended, on Form 25 to delist
and deregister shares of Class A Common Stock.  The Company intends
to file with the SEC a certification on Form 15 under the Exchange
Act, requesting the deregistration of the Shares and the suspension
of the Company's reporting obligations under Sections 13 and 15(d)
of the Exchange Act.

                    About LeapFrog Enterprises

Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children.  The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys.  It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.

As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.

"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year.  During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail.  Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand.  In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet.  The
Company does not believe that these challenging conditions will
improve materially in the next two quarters.  The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products.  However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter.  The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.


LEAPFROG ENTERPRISES: Executives Resign After Sale to VTech
-----------------------------------------------------------
Each of John Barbour, William Chiasson, Thomas Kalinske, E. Stanton
McKee, Jr., Randy Rissman, Caden Wang and Stephen Youngwood,
tendered their respective resignations as directors from Leapfrog
Enterprises, Inc.'s board of directors and from all committees of
the Board on which those directors served.

John Barbour, the Company's chief executive officer, and Raymond L.
Arthur, the Company's chief financial officer, ceased to serve as
officers, as well as the following named executive officers:
Kenneth Adams, Greg Ahearn and Anthony Hicks.

VTech Holdings Limited has completed its acquisition of LeapFrog
Enterprises, Inc., a leading developer of educational entertainment
for children.  In accordance with the terms of the Merger
Agreement, VTech Holdings has designated and the Company has
elected Nick Delany and William To to serve as directors on the
Board.  Nick Delany and William To will serve as chief executive
officer and president, respectively.

                   About LeapFrog Enterprises

Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children.  The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys.  It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.

As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.

"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year.  During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail.  Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand.  In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet.  The
Company does not believe that these challenging conditions will
improve materially in the next two quarters.  The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products.  However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter.  The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.


LEAPFROG ENTERPRISES: Terminates Loan Agreement with BofA
---------------------------------------------------------
Leapfrog Enterprises, Inc., on April 1, 2016, terminated the
Amended and Restated Loan and Security Agreement, dated as of Aug.
13, 2009, by and among the Company, as borrower, the lenders party
thereto, and Bank of America, N.A., as agent.  In connection with
the termination of the Credit Facility, the Company repaid in full
the Company's obligations under the Credit Facility, according to a
regulatory filing with the Securities and Exchange Commission.

                   About LeapFrog Enterprises

Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children.  The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys.  It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.

As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.

"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year.  During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail.  Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand.  In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet.  The
Company does not believe that these challenging conditions will
improve materially in the next two quarters.  The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products.  However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter.  The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.


LEAPFROG ENTERPRISES: Terminates Registration of Securities
-----------------------------------------------------------
LeapFrog Enterprises, Inc. filed with the Securities and Exchange
Commission a post-effective amendment to its Form S-3 registration
statement (Registration No. 333-174632).

In addition, the Company also filed post-effective amendments
relating to the following Form S-8 registration statements:

  * File No. 333-183102, pertaining to the registration of
    1,191,753 shares of Class A Common Stock, $0.0001 par value
    per share, of the Company, issuable under the LeapFrog
    Enterprises, Inc. Amended and Restated 2011 Equity and
    Incentive Plan;

  * File No. 333-175275, pertaining to the registration of
    16,559,975 shares of Common Stock authorized to be issued
    under the LeapFrog Enterprises, Inc. 2011 Equity Incentive
    Plan;

  * File No. 333-145125, pertaining to the registration of
    3,000,000 shares of Common Stock to be issued pursuant to the
    LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan;

  * File No. 333-136328, pertaining to the registration of
    2,000,000 shares of Common Stock to be issued pursuant to the
    LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan, 500,000

    shares of Common Stock to be issued pursuant to the LeapFrog
    Enterprises, Inc. 2002 Non-Employee Directors' Stock Award
    Plan and 650,000 shares of Common Stock granted to Jeffrey G.
    Katz as an inducement to employment pursuant to a Stock Option

    Agreement between Mr. Katz and the Registrant;

  * File No. 333-117798, pertaining to the registration of
    2,500,000 shares of Common Stock to be issued pursuant to the
    LeapFrog Enterprises, Inc. 2002 Equity Incentive Plan; and

  * File No. 333-97061, pertaining to the registration of
    10,526,706 shares of Common Stock issuable pursuant to
    outstanding options under the 2002 Equity Incentive Plan,
    4,131,277 shares of Common Stock reserved for future grant
    under the 2002 Equity Incentive Plan, 150,000 shares of Common

    Stock issuable pursuant to outstanding options under the 2002
    Non-Employee Directors' Stock Option Plan, 600,000 shares of
    Common Stock reserved for future grant under the 2002 Non-
    Employee Directors' Stock Option Plan and 2,000,000 shares of
    Common Stock reserved for future grant under the 2002 Employee

    Stock Purchase Plan.

On April 4, 2016, pursuant to the Agreement and Plan of Merger,
dated as of Feb. 5, 2016, by and among LeapFrog, VTech Holdings
Limited, an exempted company incorporated in Bermuda with limited
liability and Bonita Merger Sub, L.L.C., a Delaware limited
liability company ("Acquisition Sub"), Acquisition Sub merged with
and into the Company.

As a result of the Merger, the offerings pursuant to the
Registration Statements have been terminated.  

                  About LeapFrog Enterprises

Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children.  The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys.  It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.

As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.

"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year.  During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail.  Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand.  In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet.  The
Company does not believe that these challenging conditions will
improve materially in the next two quarters.  The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products.  However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter.  The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.


LEAPFROG ENTERPRISES: VTech Holdings No Longer Owns Class A Shares
------------------------------------------------------------------
In an amended Schedule 13D filed with the Securities and Exchange
Commission, VTech Holdings Limited, VTech USA Holdings, L.L.C. and
Allan Wong Chi Yun disclosed that as of April 4, 2016, they no
longer own shares of Class A Common Stock, Par Value $0.0001 Per
Share, of LeapFrog Enterprises, Inc.  

At the effective time of the Merger of Merger Sub into LeapFrog,
all Company Shares held by VTech and Holdings were automatically
cancelled and, therefore, after the effective time of the Merger,
VTech and Holdings ceased to beneficially own Company Shares.  In
connection with the Merger, 100 shares of common stock, par value
$0.01 per share, of the Surviving Corporation were issued to
Holdings so that the Surviving Corporation became an indirect
wholly-owned subsidiary of VTech and all of the Surviving
Corporation's equity interests were beneficially owned by VTech and
Holdings.

A copy of the regulatory filing is available for free at:

                     http://is.gd/CctGja

                  About LeapFrog Enterprises

Emeryville, California-based LeapFrog Enterprises, Inc. is a
developer of educational entertainment for children.  The company's
product portfolio consists of multimedia learning and reading,
platforms and related content and learning toys.  It has also
developed learning platforms, including the LeapPad family of
learning tablets, the LeapTV educational video game system, the
Leapster family of handheld learning game systems, and the
LeapReader reading and writing systems.

As of Dec. 31, 2015, the Company had $185.46 million in total
assets, $79.01 million in total liabilities and $106.45 million in
total stockholders' equity.

For the nine months ended Dec. 31, 2015, the Company reported a net
loss of $105.61 million compared to a net loss of $142.60 million
for the same period in 2014.

"Due to the seasonality of the Company's business, the results of
operations for interim periods are not necessarily indicative of
the operating results for a full year.  During the third fiscal
quarter, the Company continued to face an uncertain business
environment and a number of fundamental challenges in its business,
including a continued decline in overall tablet sales and related
content, aggressive price competition and loss of shelf space at
retail.  Sales of the Company's LeapTV products and associated
content did not improve in the third quarter to the extent the
Company hoped, despite promotional efforts, including price
reductions, intended to stimulate consumer demand.  In addition,
declines in the overall tablet market overshadowed improvements in
certain product lines such as the Company's new Epic tablet.  The
Company does not believe that these challenging conditions will
improve materially in the next two quarters.  The Company continued
to take steps to reduce costs through such measures as reducing the
size of its workforce and deferring the development of certain new
products.  However, the Company believes that available approaches
to improving its liquidity, such as making changes to vendor terms
and accelerating the collection of receivables, may be unlikely to
compensate for the liquidity impact of its worse than anticipated
performance during the third quarter.  The Company currently
believes that liquidity available to fund its operations during the
first two quarters of fiscal 2017, when its use of cash increases
as it builds inventories and experiences seasonal declines in
revenue, may be insufficient to permit it to continue normal
operations, and there is substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended Dec. 31, 2015.


LIME ENERGY: To Seek Stockholder OK of CohnReznick Engagement
-------------------------------------------------------------
As previously disclosed by Lime Energy Co. on its Current Report on
Form 8-K filed Feb. 16, 2016, the Audit Committee of the Board of
Directors of the Company appointed CohnReznick LLP as the Company's
independent registered public accounting firm for the Company's
fiscal year ending Dec. 31, 2016.  In connection with this
appointment, the Company informed BDO USA, LLP that the Company had
determined not to appoint BDO to audit the Company's consolidated
financial statements for the fiscal year ending
Dec. 31, 2016, and that BDO's engagement would terminate upon the
issuance of BDO's report on the Company's consolidated financial
statements for the fiscal year ended Dec. 31, 2015.

On April 5, 2016, the Company amended the Current Report to confirm
that, upon BDO's issuance of its report on the Company's
consolidated financial statements for the fiscal year ended
Dec. 31, 2015, in connection with the Company's filing of its
Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2015,
BDO completed its engagement.  Such report was issued
March 30, 2016.

During the Company's fiscal years ended Dec. 31, 2014, and
Dec. 31, 2015, and the subsequent interim period through March 30,
2016, (i) the Company had no disagreements with BDO on any matter
of accounting principles or practices, financial statement
disclosures, or auditing scope or procedure that, if not resolved
to the satisfaction of BDO, would have caused BDO to make reference
to the subject matter thereof in connection with its reports on the
financial statements for such periods, and (ii) there were no
"reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K, except for the material weakness reported in the
Company's Quarterly Report on Form 10-Q for the period ended March
31, 2015' and the change in controls reported in the Form 10-K.

BDO's audit report on the Company's consolidated financial
statements for the fiscal years ended Dec. 31, 2013, and 2014, did
not contain an adverse opinion or a disclaimer of opinion, nor was
it qualified or modified as to uncertainty, audit scope, or
accounting principles.

The Audit Committee's engagement of CohnReznick will be submitted
for stockholder approval at the Company's 2016 Annual Meeting of
Stockholders.

A copy of the Form 8-K report is available for free at:

                       http://is.gd/oA1BTk

                        About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com/-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy reported a net loss available to common stockholders of
$4.44 million on $113 million of revenue for the year ended Dec.
31, 2015, compared to a net loss available to common stockholders
of $5.60 million on $58.8 million of revenue
for the year ended Dec. 31, 2014.

As of Dec. 31, 2015, the Company had $57.6 million in total assets,
$41.8 million in total liabilities, $10.7 million in contingently
redeemable series C preferred stock and $5.09 million in total
stockholders' equity.


LINN ENERGY: In Talks with Creditors for Consensual Restructuring
-----------------------------------------------------------------
As disclosed in a regulatory filing with the Securities and
Exchange Commission, Linn Energy, LLC, Linn Energy Finance Corp.,
and all of the Company's material subsidiaries, other than Berry
Petroleum Company, LLC, on April 4, 2016, entered into a settlement
agreement with certain holders of the Issuers' $1.0 billion of
outstanding 12% Senior Secured Second Lien Notes due 2020 and
Delaware Trust Company, as successor trustee and collateral
trustee.  The Settlement Agreement was executed by the Settling
Holders, which collectively hold more than two-thirds of the
outstanding principal amount of the Notes.

In accordance with the indenture governing the Notes dated as of
Nov. 20, 2015, the collateral trust agreement dated as of Nov. 20,
2015, and certain exchange agreements dated as of Nov. 13, 2015,
the Issuers and the Guarantors have agreed to deliver to the
Collateral Trustee, and make arrangements for recordation of, the
mortgages.  The Indenture required the Issuers and the Guarantors
to deliver and make arrangements for recordation of mortgages by
Feb. 18, 2016, subject to a 45-day grace period.  The Issuers and
the Guarantors had previously elected to exercise their right to
the grace period and not deliver or make arrangements for
recordation of the mortgages and, as a result, were in default
under the Indenture.  The Issuers and the Guarantors have since
delivered and made arrangements for recordation of the mortgages
and are no longer in default under the Indenture.

The Settlement Agreement, upon its effectiveness, provides that the
Parties will commence good faith negotiations with each other
regarding the terms of a potential comprehensive and consensual
restructuring, including a potential restructuring under a Chapter
11 plan of reorganization.  If the Parties are unable to reach
agreement on the terms of a consensual restructuring on or before
the date on which such Chapter 11 cases are commenced (or such
later date as mutually agreed to by the Parties), the Parties will
support entry by the bankruptcy court of a settlement order that,
among other things, (i) approves the issuance of additional Notes,
in the principal amount of $1 billion plus certain accrued
interest, on a proportionate basis to existing holders of the Notes
and (ii) releases the mortgages and other collateral upon the
issuance of the additional Notes.

The Settlement Agreement terminates upon, among other events, (i)
the expiration of 91 days after effectiveness of the Settlement
Agreement, unless the Issuers and the Guarantors have commenced
Chapter 11 cases, or (ii) entry by the bankruptcy court of a final,
non-appealable order denying the Issuers' and the Guarantors'
motion seeking entry of the Settlement Order.

A full-text copy of the Form 8-K report is available for free at:

                       http://is.gd/Df8YpL

                        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 Troubled Company Reporter, on Feb. 8, 2016, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based oil and gas exploration and production
(E&P) company Linn Energy LLC to 'CCC' from 'B+'.  S&P also lowered
its corporate credit rating on Berry Petroleum Co. LLC to 'CCC'
from 'B+'.  The outlook is negative.

Linn Energy, LLC carries a 'Caa1' corporate family rating from
Moody's Investors Service.


LINN ENERGY: Reaches Settlement That Likely Includes Bankruptcy
---------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review,
reported that Linn Energy LLC has reached a settlement with
bondholders that likely will result in the oil and gas producer
seeking bankruptcy protection to complete its restructuring during
the next three months.

According to the report, the company said on April 5 that it had
reached an agreement with a majority of a group of bondholders,
curing a default under those bonds.  Under the agreement, the
bondholders and Linn have agreed to resume negotiations on the
terms of a debt-restructuring plan, likely to be executed through a
chapter 11 bankruptcy filing, the report related.

The regulatory filing disclosed: "On April 4, 2016, Linn Energy,
LLC, Linn Energy Finance Corp., and all of the Company's material
subsidiaries, other than Berry Petroleum Company, LLC, entered into
a settlement agreement with certain holders of the Issuers' $1.0
billion of outstanding 12% Senior Secured Second Lien Notes due
2020 and Delaware Trust Company, as successor trustee, and
collateral trustee.  The Settlement Agreement was executed by the
Settling Holders, which collectively hold more than two-thirds of
the outstanding principal amount of the Notes.

"In accordance with the indenture governing the Notes dated as of
November 20, 2015, the collateral trust agreement dated as of
November 20, 2015, and certain exchange agreements dated as of
November 13, 2015, the Issuers and the Guarantors have agreed to
deliver to the Collateral Trustee, and make arrangements for
recordation of, the mortgages. The Indenture required the Issuers
and the Guarantors to deliver and make arrangements for recordation
of mortgages by February 18, 2016, subject to a 45-day grace
period. The Issuers and the Guarantors had previously elected to
exercise their right to the grace period and not deliver or make
arrangements for recordation of the mortgages and, as a result,
were in default under the Indenture. The Issuers and the Guarantors
have since delivered and made arrangements for recordation of the
mortgages and are no longer in default under the Indenture.

"The Settlement Agreement, upon its effectiveness, provides that
the Parties will commence good faith negotiations with each other
regarding the terms of a potential comprehensive and consensual
restructuring, including a potential restructuring under a chapter
11 plan of reorganization. If the Parties are unable to reach
agreement on the terms of a consensual restructuring on or before
the date on which such chapter 11 cases are commenced (or such
later date as mutually agreed to by the Parties), the Parties will
support entry by the bankruptcy court of a settlement order that,
among other things, (i) approves the issuance of additional Notes,
in the principal amount of $1 billion plus certain accrued
interest, on a proportionate basis to existing holders of the Notes
and (ii) releases the mortgages and other collateral upon the
issuance of the additional Notes.

"The Settlement Agreement terminates upon, among other events, (i)
the expiration of 91 days after effectiveness of the Settlement
Agreement, unless the Issuers and the Guarantors have commenced
chapter 11 cases, or (ii) entry by the bankruptcy court of a final,
non-appealable order denying the Issuers??? and the Guarantors???
motion seeking entry of the Settlement Order."

                      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 Troubled Company Reporter, on Feb. 8, 2016, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston-based oil and gas exploration and production
(E&P) company Linn Energy LLC to 'CCC' from 'B+'.  S&P also
lowered
its corporate credit rating on Berry Petroleum Co. LLC to 'CCC'
from 'B+'.  The outlook is negative.

Linn Energy, LLC carries a 'Caa1' corporate family rating from
Moody's Investors Service.


MAGNACHIP SEMICONDUCTOR: Court Rules on Bids to Dismiss "Thomas"
----------------------------------------------------------------
Judge Jon S. Tigar of the U.S. District Court for the Northern
District of California ruled on five motions to dismiss the case
captioned KEITH THOMAS, et al., Plaintiffs, v. MAGNACHIP
SEMICONDUCTOR CORP., et al., Defendants, Case No. 14-cv-01160-JST
(N.D. Cal.).

Claims were brought under both the Securities Exchange Act of 1934
and the Securities Act of 1933, related to allegations that
Magnachip made materially false and misleading statements in its
financial statements and other information related to securities
offerings.

The motions to dismiss were filed by:

          1) Nader Tavakoli;
          2) Avenue Capital Management II, L.P., Michael Elkins,
             and Randal Klein;
          3) Ilbok Lee, Magnachip Semiconductor Corp., and R.
             Douglas Norby;
          4) Barclays Capital Inc., Citigroup Global Markets
             Inc., Deutsche Bank Securities Inc., Needham &
             Company, LLC, and UBS Securities LLC; and
          5) Margaret Sakai.

A settlement was eventually reached by the parties in regards to
all claims asserted against all defendants except for Avenue
Capital.  Accordingly, the motions to dismiss in regards to all
other defendants were denied as moot without prejudice to their
re-filing if the settlement agreement is not approved.

As to Avenue Capital, Judge Tigar ruled that the motions to dismiss
are denied as to the plaintiffs' claims against Avenue Capital
under sections 20(a) and 20A of the Securities Act, but the motions
to dismiss are granted with prejudice as to the plaintiff's claims
against Avenue Capital under sections 23(a)(2) and 15 of the
Securities Act.

A full-text copy of Judge Tigar's March 4, 2016 order is available
at http://is.gd/gWnTrwfrom Leagle.com.

Richard Hayes, Keith Thomas, Plaintiffs, represented by Jeremy A
Lieberman -- jalieberman@pomlaw.com -- Pomerantz LLP, pro hac vice,
Lionel Z. Glancy -- lglancy@glancylaw.com -- Glancy Prongay &
Murray LLP, Joshua B. Silverman -- jbsilverman@pomlaw.com --
Pomerantz LLP, pro hac vice, Laurence M. Rosen --
lrosen@rosenlegal.com -- The Rosen Law Firm, P.A., Lesley F.
Portnoy -- lportnoy@glancylaw.com -- Glancy Prongay & Murray LLP,
Marc Ian Gross -- migross@pomlaw.com -- Pomerantz LLP, pro hac
vice, Michael J. Wernke -- mjwernke@pomlaw.com -- Pomerantz LLP,
pro hac vice, Patrick V. Dahlstrom -- pdahlstrom@pomlaw.com --
Pomerantz LLP, pro hac vice, Phillip C. Kim -- pkim@rosenlegal.com
-- The Rosen Law Firm, P.A., Robert Vincent Prongay --
rprongay@glancylaw.com -- Glancy Prongay & Murray LLP & Sunny
September Sarkis -- ssarkis@rgrdlaw.com -- Robbins Geller Rudman &
Dowd LLP.

Herb Smith, Plaintiff, represented by Jeremy A Lieberman, Pomerantz
LLP, pro hac vice, Lionel Z. Glancy, Glancy Prongay & Murray LLP,
Marc Ian Gross, Pomerantz LLP, pro hac vice, Joshua B. Silverman,
Pomerantz LLP, pro hac vice, Michael J. Wernke, Pomerantz LLP, pro
hac vice, Patrick V. Dahlstrom, Pomerantz LLP, pro hac vice, Robert
Vincent Prongay, Glancy Prongay & Murray LLP & Sunny September
Sarkis, Robbins Geller Rudman & Dowd LLP.

Magnachip Semiconductor Corp., Defendant, represented by Daniel J.
Kramer -- dkramer@paulweiss.com -- Paul Weiss Rifkind Wharton &
Garrison LLP, pro hac vice, Robert N Kravitz --
rkravitz@paulweiss.com -- Paul Weiss Rifkind Wharton & Garrison
LLP, pro hac vice, Alex Young K. Oh -- aoh@paulweiss.com -- Paul
Weiss Rifkind Wharton & Garrison LLP, pro hac vice, Jacqueline P.
Rubin -- jrubin@paulweiss.com -- Paul Weiss Rifkind Wharton &
Garrison LLP, pro hac vice, John C. Tang -- jctang@jonesday.com --
Jones Day, Kelsey Israel-Trummel -- kitrummel@jonesday.com -- Jones
Day & Meredith A. Arfa -- marfa@paulweiss.com -- Paul Weiss Rifkind
Wharton & Garrison LLP, pro hac vice.

Margaret Sakai, Defendant, represented by Evan N. Budaj, Kobre &
Kim LLP,Kimberly Perrotta Cole, Kobre & Kim LLP, pro hac vice &
Michael Sangyun Kim, Kobre & Kim LLP, pro hac vice.

R. Douglas Norby, Ilbok Lee, Defendants, represented by Daniel J.
Kramer, Paul Weiss Rifkind Wharton & Garrison LLP, Jacqueline P.
Rubin, Paul Weiss Rifkind Wharton & Garrison LLP, Meredith A. Arfa,
Paul Weiss Rifkind Wharton & Garrison LLP, Robert N Kravitz, Paul
Weiss Rifkind Wharton & Garrison LLP & Alex Young K. Oh, Paul Weiss
Rifkind Wharton & Garrison LLP.

Nader Tavakoli, Defendant, represented by Daniel J. Fetterman,
Kasowitz, Benson, Torres & Friedman LLP, pro hac vice, Jason
Takenouchi, Kasowitz, Benson, Torres & Friedman LLP, Brian Choi,
Kasowitz Benson Torres & Friedman LLP, pro hac vice & Trevor Joseph
Welch, Kasowitz Benson Torres & Friedman LLP, pro hac vice.

Randal Klein, Michael Elkins, Avenue Capital Management II, L.P.,
Defendants, represented by Douglas Maynard, Akin Gump Strauss Hauer
& Feld LLP, pro hac vice, Eric Ghiya Ruehe, Akin Gump Strauss Hauer
& Feld LLP, John C. Murphy, Akin Gump Strauss Hauer Feld LLP, pro
hac vice, Michael Asaro, Akin Gump Strauss Hauer & Feld LLP, pro
hac vice,Stephen Michael Baldini, Akin Gump Strauss Hauer & Feld
LLP, pro hac vice &Sydney Spector, Akin Gump Strauss Hauer & Feld
LLP, pro hac vice.

Barclays Capital Inc., Deutsche Bank Securities Inc., Citigroup
Global Markets Inc., UBS Securities LLC, Needham & Company, LLC,
Defendants, represented by Matthew Rawlinson, Latham & Watkins LLP,
James E. Brandt, Latham & Watkins LLP, pro hac vice & Jason C.
Hegt, Latham & Watkins LLP, pro hac vice.

Oklahoma Police Pension & Retirement System, Interested Party,
represented by Danielle Suzanne Myers, Robbins Geller Rudman & Dowd
LLP, Marc Ian Gross, Pomerantz LLP, Dennis J. Herman, Robbins
Geller Rudman & Dowd LLP, Joshua B. Silverman, Pomerantz LLP, pro
hac vice, Mary K. Blasy, Robbins Geller Rudman & Dowd LLP, Michael
J. Wernke, Pomerantz LLP,Patrick V. Dahlstrom, Pomerantz LLP, pro
hac vice, Samuel H. Rudman, Robbins Geller Rudman & Dowd LLP, Shawn
A. Williams, Robbins Geller Rudman & Dowd LLP & Sunny September
Sarkis, Robbins Geller Rudman & Dowd LLP.


MAGNUM HUNTER: Pachulski Stang Approved as Conflicts Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Magnum Hunter Resources Corporation, et al., to employ Pachulski
Stang Ziehl & Jones LLP as co-counsel and conflicts counsel, nunc
pro tunc to the Petition Date.

PSZ&J is expected to, among other things:

   a. provide legal advice regarding local rules, practices, and
procedures;

   b. review and comment on drafts of documents to ensure
compliance with local rules, practices, and procedures;

   c. file documents as requested by Kirkland & Ellis and
coordinating with the Debtors' claims agent for service of
documents; and

   d. prepare agenda letters, certificates of no objection,
certifications of counsel, and notices of fee applications and
hearings.

The principal attorneys and paralegals designated to represent the
Debtors and their current standard hourly rates are:

         Laura Davis Jones              $1,050
         Colin R. Robinson                $695
         Joseph Mulvihill                 $425
         Patricia Cuniff                  $305

PSZ&J has received payments from the Debtors during the year prior
to the Petition Date in the amount of $134,340, including the
Debtors' aggregate filing fees for the cases, in connection with
its prepetition representation of the Debtors.  PSZ&J is current as
of the Petition Date, but has not yet completed a final
reconciliation of its prepetition fees and expenses.

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

Joseph M. Mulvihill, Esq., at PSZJ, submitted a certification in
relation to the motion.  Mr. Mulvihill said that Debtors provided a
supplemental declaration to the U.S. Trustee, which resolved the
informal comments.

                        About Magnum Hunter

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

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

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

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.  The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter Resources Corporation, et al.'s Second Amended Joint
Chapter
11 Plan of Reorganization and scheduled the confirmation hearing
for March 31, 2016, at 11:00 a.m., prevailing Eastern time.


MAGNUM HUNTER: PJT Partners Approved as Investment Banker
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Magnum Hunter Resources Corporation, et al., to employ PJT Partners
LP as investment banker, nunc pro tunc to the Petition Date.

According to the Debtors, PJT was spun off from The Blackstone
Group L.P. effective Oct. 1, 2015.  Upon the consummation of the
spinoff, Blackstone's restructuring and reorganization advisory
group became a part of PJT, and Blackstone's restructuring
professionals became employees of PJT.

PJT is expected to, among other things:

   a. assist the Debtors in evaluating the Debtors??? businesses
and
prospects;

   b. assist the Debtors in developing the Debtors??? long-term
business plan and related financial projections;

   c. assist the Debtors in developing financial data and
presentations to the Debtors' board of directors, various
creditors, and other third parties; and

   d. analyze the Debtors??? financial liquidity and evaluate
alternatives to improve such liquidity.

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

In consideration of the services to be provided, PJT have agreed
that PJT will, in respect of its services, be compensated under
this fee structure:

   a) The Debtors will pay PJT a monthly advisory fee in the amount
of $155,000, per month, in cash, with the first Monthly Fee payable
upon the execution of the Engagement Letter by both parties and
additional installments of such Monthly Fee payable in advance on
each monthly anniversary of the Effective Date.

   b) The Debtors will pay PJT an additional fee equal to
$5,750,000.

   c) The Debtors will pay PJT a capital raising fee for any
financing arranged by PJT, at the Debtors' written request.

   d) Upon the consummation of a Transaction, the Debtors will pay
PJT a Transaction fee payable in cash directly out of the gross
proceeds of the Transaction calculated as 1% of the Consideration.

   e) The Debtors will reimburse PJT for all reasonable and
documented out-of-pocket expenses incurred during this engagement,
including, but not limited to, travel and lodging, direct
identifiable data processing, document production, publishing
services and communication charges, courier services, working
meals, reasonable fees and expenses of PJT's counsel and other
necessary expenditures, payable upon rendition of invoices setting
forth in reasonable detail the nature and amount of such expenses.


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

Joseph M. Mulvihill, Esq., at PSZJ submitted a certification in
relation to the motion.  Mr. Mulvihill said that the Debtors
provided a supplemental declaration to the U.S. Trustee which
resolved the informal comments.

                        About Magnum Hunter

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

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

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

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.  The Committee retains Ropes & Gray LLP as
counsel, Cole Schotz P.C. as Delaware co-counsel, and Berkeley
Research Group, LLC as its financial advisor.

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining Magnum
Hunter Resources Corporation, et al.'s Second Amended Joint
Chapter
11 Plan of Reorganization and scheduled the confirmation hearing
for March 31, 2016, at 11:00 a.m., prevailing Eastern time.


MBAC FERTILIZER: Enters into Support Agreement with Zaff
--------------------------------------------------------
MBAC Fertilizer Corp. ("MBAC" or the "Company") on April 5
disclosed that it has entered into a support agreement (the
"Support Agreement") with Zaff LLC ("Zaff"), the investment fund
active in the fertilizer industry which has previously provided
bridge financing to the Company, to give effect to a
recapitalization of the Company (the "Recapitalization").

The Recapitalization has been approved by the Board of Directors of
the Company (the "Board").  In doing so, the Board has determined
that the Recapitalization offers substantial benefits to the
Company and is in the best interest of the Company and its
stakeholders.  Among other things, upon implementation, the
Recapitalization is expected to result in a significant reduction
of debt and increased financial flexibility.

An extensive review process by the Company has shown that the
Recapitalization is the best and only available alternative for the
Company at this time that preserves value for the shareholders of
MBAC and for the creditors of MBAC that do not also have claims
against MBAC's subsidiaries.

Anthony Cina, Chairman of the Special Committee to the Board stated
"This Recapitalization represents a significant step in the
Company's recovery from unsustainable financial distress.  Upon
completion of the Recapitalization, the Company will emerge with a
substantially restructured and unlevered balance sheet and the
beginnings of a global diversified phosphate platform. Throughout
the strategic process, we diligently endeavoured to rescue and
maximize any residual shareholder value, while protecting the
interests of creditors and other stakeholders alike, including
those of our employees, who are important partners in the future of
Itafos.  The Recapitalization will put MBAC in a position to pursue
the next phase of our strategic plan, which is to finance and
develop a global integrated phosphate producer.  We are delighted
to have forged a partnership with Zaff, who early on in the process
appreciated the interests of MBAC shareholders, creditors and
stakeholders.  We aligned our interests early on, and, all
considered, were able to deliver a workable solution to a very
difficult situation.  We are exceptionally pleased with this
outcome."

Under the Support Agreement, the Company has agreed to pursue the
completion of the Recapitalization pursuant to a plan of compromise
or arrangement under the Companies' Creditors Arrangement Act
(Canada) (the "CCAA Proceeding") and a parallel extrajudicial
restructuring proceeding in Brazil under The Bankruptcy Law
(11,101/2005) (the "Brazilian Proceeding").

The Recapitalization contemplates the following key elements:

   -- Zaff will acquire, directly or indirectly, substantially all
outstanding secured and guaranteed funded debt of the Company and
its Brazilian subsidiaries (other than guaranteed funded debts of
Itafos Mineracao S.A. to Banco Modal S.A.), as well as certain
outstanding unsecured debts of the Company and of the Company's
Brazilian subsidiaries that are not guaranteed by the Company
(collectively, the "Acquired Debt"), which claims, together with
the claims of other secured and unsecured creditors of MBAC and its
subsidiaries, will be compromised through the CCAA Proceeding and
the Brazilian Proceeding.

   -- As a result of the CCAA Proceeding, unsecured creditors of
the Company will receive either 5.5% of their claim in cash or, in
the alternative, a combination of (i) restructured debt of MBAC's
primary operating subsidiary or (if elected by the applicable
creditor) restructured debt of MBAC; and (ii) common shares of MBAC
or (if elected by the applicable creditor) warrants of an MBAC
subsidiary exercisable for common shares of MBAC ("Warrants").

   -- As a result of the Brazilian Proceeding, Banco Modal S.A. and
certain unsecured creditors of the Brazilian subsidiaries of the
Company will receive either cash or, in the alternative, a
combination of (i) restructured debt of the respective MBAC
Brazilian subsidiary; and (ii) common shares of MBAC or (if elected
by the applicable creditor) Warrants.

   -- Upon completion of all transactions contemplated by the
Support Agreement, Zaff will receive securities representing up to
approximately 77.92% of the common equity of reorganized MBAC (on a
fully diluted basis after conversion of the Warrants) in exchange
for the compromise of the Acquired Debt and the interim working
capital financing that has been provided or will be provided by
Zaff to the Company or its subsidiaries pursuant to the CCAA
Proceeding and the Brazilian Proceeding.

   -- In connection with implementation of the CCAA plan, MBAC will
indirectly acquire all of the shares of GB Minerals Ltd. ("GBL")
beneficially held by Zaff in return for common shares of MBAC at a
ratio of 2.5 shares of MBAC for each share of GBL so acquired.

   -- Subject to certain conditions, Zaff will fund MBAC's and its
subsidiaries' funding requirements during the term of the Support
Agreement, up to a maximum of US$5 million, with any additional
amounts to be agreed by Zaff and MBAC, which will include funding
of the costs of the CCAA Proceeding and the Brazilian Proceeding.

   -- MBAC will use its best efforts to the extent possible under
applicable laws to maintain a listing on a Canadian stock exchange
and its status as a reporting issuer under Canadian securities
laws.

In connection with entering into the Support Agreement and as a
condition to implementation of the CCAA Proceeding, Mr. Rafael
Rangel has been appointed as Interim Chief Financial Officer of
MBAC.  Other changes contemplated in connection with implementation
of the CCAA plan include a reconstituted board of MBAC, the size
and composition of which will be satisfactory to Zaff.

It is expected that holders of common shares of MBAC on the date
the Recapitalization is completed will hold approximately at least
3.6% of the issued and outstanding common shares of MBAC (on a
fully diluted basis after accounting for, among other things, the
issuance of shares of the Company, assuming all parties receiving
securities convertible into shares of the Company under the
Recapitalization elect to convert those securities into shares of
the Company).  It is expected that Zaff will hold approximately 93%
of the issued and outstanding common shares of MBAC (on a fully
diluted basis after accounting for, among other things, the
issuance of shares of the Company, assuming all parties receiving
securities convertible into shares of the Company under the
Recapitalization elect to convert those securities into shares of
the Company).  All existing options, warrants or other rights to
purchase common shares of MBAC at the completion of the
Recapitalization will be cancelled.

The Recapitalization will be subject to governmental, court,
regulatory, stakeholder and third party approvals, as applicable,
as well as the satisfaction or waiver of all the conditions of the
Support Agreement, and the Company can give no assurances that the
Recapitalization will be completed.  The Support Agreement may also
be terminated by either MBAC or Zaff in certain circumstances.

It is anticipated that the closing of the Recapitalization will
occur during the second half of 2016.

The Support Agreement will be filed by the Company on SEDAR and the
description of the Support Agreement contained in this press
release is qualified by the full text of the Support Agreement.
Further details of the Recapitalization and the implementation
process will be provided in due course as appropriate by MBAC.

                           About MBAC

MBAC -- http://www.mbacfert.com-- is focused on becoming a
significant integrated producer of phosphate fertilizers and
related products in the Brazilian market.  MBAC has an experienced
team with significant experience in the business of fertilizer
operations, management, marketing and finance within Brazil.  MBAC
owns and operates the Itafos Arraias SSP Operations, which consists
of an integrated fertilizer producing facility comprised of a
phosphate mine, a mill, a beneficiation plant, a sulphuric acid
plant, an SSP plant and a granulation plant and related
infrastructure located in central Brazil ("Itafos Operations").
The Itafos Operations are estimated to have production capacity of
approximately 500,000 tonnes of SSP per annum.  MBAC's exploration
portfolio includes a number of additional exciting projects, which
are also located in Brazil.  The Santana Phosphate Project is a
high-grade phosphate deposit located in close proximity to the
largest fertilizer market of Mato Grosso State and animal feed
market of Para State.


MILLENNIA CARDIOVASCULAR: Case Summary & 16 Top Unsec. Creditors
----------------------------------------------------------------
Debtor: Millennia Cardiovascular, P.A.
        101 E. Market Street, Suite 1H
        Smithfield, NC 27577

Case No.: 16-01829

Nature of Business: Health Care

Chapter 11 Petition Date: April 6, 2016

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       (Raleigh Division)

Judge: Hon. David M. Warren

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN REDWINE & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: 919 573-1422
                  Fax: 919 420-0475
                  E-mail: jhendren@hendrenmalone.com

                    - and -

                  Rebecca F. Redwine, Esq.
                  HENDREN REDWINE & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: 919 420-0941
                  Fax: 919 420-0475
                  E-mail: rredwine@hendrenmalone.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Franklin Wefald, president.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb16-01829.pdf


NAVIENT CORP: Fitch Affirms 'BB' IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed Navient Corporation's long-term Issuer
Default Rating (IDR) and senior unsecured debt rating at 'BB' and
short-term IDR at 'B'.  The Rating Outlook is Stable.

The rating actions have been taken as part of Fitch's periodic peer
review of U.S. consumer finance companies, which comprises five
publicly rated firms.

         KEY RATING DRIVERS - IDRs and Senior Unsecured Debt

The rating affirmations and Stable Outlook reflect Navient's strong
market position and demonstrated servicing track record (as part of
its predecessor organization) in the student loan servicing space,
the low credit risk and predictable cash flow nature of its federal
student loan assets and fee-based businesses, appropriate
risk-adjusted capitalization, adequate liquidity, and seasoned
management team.

Rating constraints include Navient's concentrated business model,
reliance on wholesale funding sources, emerging refinance risk
associated with sizeable unsecured debt maturities in the 2018-2019
time period, long-term strategic uncertainty and continued elevated
regulatory, legislative and litigation risk.

The vast majority of Navient's $134.1 billion of assets ($37
billion of Federal Family Education Loan Program [FFELP] Stafford
loans, $59.5 billion of FFELP Consolidation loans and $26.4 billion
of private loans) at Dec. 31, 2015 are in run-off, which means
federal student loan servicing and other contingency collections
are the primary sources of potential long-term core earnings
growth.  That said, the student loan portfolio is expected to
amortize over an extended period of time which, Fitch believes,
will provide the company with ample time to attempt to execute on
other strategic growth initiatives aimed at offsetting the
declining loan portfolio.

As of Dec. 31, 2015, the weighted-average lives of Navient's FFELP
Stafford and FFELP Consolidation portfolios were 4.8 years and 8.7
years, respectively, assuming constant prepayment rates (CPRs) of
3% for each portfolio.  The weighted-average life of the private
student loan portfolio was 7.0 years, assuming a CPR of 5% at
Dec. 31, 2015.

Navient continues to pursue opportunistic acquisitions of student
loan assets to replace portfolio amortization and maintain
operating scale, although these opportunities were more limited in
2015 because of unattractive pricing during the year and
significant widening in student loan ABS spreads since the middle
of 2015.  Nonetheless, during 2015, Navient acquired $3.7 billion
in FFELP loans.  Additionally, Navient is able to maintain its
servicing scale despite the portfolio runoff through its servicing
contract with the U.S. Department of Education (ED), in which it is
allocated loans originated under the Direct Student Loan Program
(DSLP).

Acquisitions of student loan portfolios have been further
complicated by the emergence of technical default risk on FFELP
securitizations that resulted in Fitch placing $8 billion and $71.2
billion of FFELP ABS bonds on Rating Watch Negative in June and
December 2015, respectively.  The technical default risk stems from
the myriad government-sponsored student debt payment relief
programs which have slowed the pace of borrower repayments. Despite
the extremely limited risk of ultimate repayment being impaired,
this delayed timing of repayment could result in ABS transactions
being in technical default if the bonds are not fully repaid by
their legal final maturity dates.

Of the bonds placed on Negative Watch, roughly $50 billion are held
in Navient-sponsored trusts.  Navient has taken remedial actions
(amending ABS maturity dates, implementing a revolving credit
facility between Navient and the ABS trusts, exercising cleanup
call features, among other actions) to help mitigate potential
rating actions, although the ultimate outcome is uncertain and
could constrain Navient's ability to issue new FFELP ABS and/or
impact its cost of funding.

Navient acquired controlling interests in two companies within its
Asset Recovery segment in 2015, Gila, LLC (Gila), and Xtend
Healthcare (Xtend), which seek to leverage Navient's existing
collections processing and loan servicing expertise and
infrastructure, while also accelerating business diversification
into other categories outside of student loans.  Fitch views the
acquisitions positively as they have the potential to enhance
Navient's earnings capacity and accelerate growth in the asset
recovery business and beyond the education loan markets.

Notwithstanding the acquisitions of Gila and Xtend, Navient's
success in growing its existing servicing and collection businesses
has been mixed.  The Bipartisan Budget Act, which became effective
on July 1, 2014, reduced the fees Navient can earn for
rehabilitating defaulted FFELP Loans.  On Feb. 21, 2015, Navient's
contract with the ED to collect defaulted federal student loans
expired and was not renewed.  The ED has since issued a request for
proposals for similar services and Navient has submitted a bid.
These two items had an aggregate impact of approximately $144
million, or 5.6% of 2015 consolidated core net revenue.

Navient's contract with the ED to service federal student loans was
extended on Aug. 27, 2014, by five years, through June 2019. The
contract included revised performance metrics, an updated
allocation methodology, and provides incentives for keeping
borrowers in good standing and reducing delinquencies.  Beginning
in 2015, the potential pool of new DSLP borrowers was reduced, as
the new contract began allocating 26% of new borrowers to
not-for-profit servicers.  Not-for-profit servicers previously only
serviced existing loans.  As a result of the allocation to
not-for-profit servicers, Navient's share of DSLP borrowers
declined to 15% in the most recent allocation by the ED, from 24%
previously.  The company earned $139 million of revenue from the
contract in 2015, or roughly 5% of 2015 consolidated core net
revenue.

In December 2015, Congress passed legislation that requires an
allocation system to award new loan volume to all the servicers on
the basis of their performance utilizing established common
metrics, and on the basis of the capacity of each servicer to
process new and existing accounts.  The ED has not yet announced
how it will implement these requirements and has said that it
intends to start a rebidding process for these servicing contracts
sometime in 2016.  Fitch believes further declines in loan volume,
together with the potential for higher costs stemming from
heightened regulatory oversight of student loan servicers, make it
unclear whether the ED servicing contract will be a sustainable
earnings driver for Navient over the longer term.

Fitch believes Navient's operating cash flows will be sufficient to
service unsecured debt maturities over the next two years, but
coverage is notably weaker in the 2018-2020 period, when unsecured
debt maturities are more elevated including $2.6 billion in 2018,
$2.5 billion in 2019 and $2.1 billion in 2020.  The company has
several options to increase its liquidity including additional
financing backed by the substantial overcollateralization in its
student loan ABS trusts, securitization of unencumbered loans,
issuance of senior unsecured notes, and/or reducing shareholder
distributions.  Further, Navient has the ability to continue to
utilize excess liquidity and cash flow to prepay a portion of its
unsecured debt through both open-market repurchases and tender
offers.  An inability by Navient to improve its liquidity profile
well in advance of the higher unsecured debt maturities beginning
in 2018 could lead to negative rating actions.

Fitch views Navient's capitalization on a risk-adjusted basis as
adequate given that 78% of its loan portfolio consists of student
loans largely guaranteed by the federal government.  While a
relatively small amount of capital is held against legacy FFELP
loans (roughly 50 bps), management has indicated that the capital
allocation of private education loans is roughly 11%.  Tangible
common equity as a percentage of tangible assets was 2.5% at
Dec. 31, 2015, compared with 2.6% in the year ago period, as
meaningful share repurchase activity more than offset retained
earnings and a 9% decline in tangible assets.  The future
capitalization level of the company will largely depend on
Navient's ability to augment its existing portfolio through
acquisitions, the mix of FFELP assets, the level of expansion of
the Business Services segment and the pace of share repurchases.
Fitch would view increased capitalization positively, particularly
if it comes from consistent earnings generation.

The senior unsecured debt ratings are equalized with Navient's IDR.
The equalization reflects the availability of sufficient
unencumbered assets, which Fitch believes enhances Navient's
financial flexibility.

RATING SENSITIVITIES - IDRs and Senior Unsecured Debt

Fitch believes positive ratings momentum is limited in the near
term.  However, demonstrated access to the unsecured debt markets
at a reasonable cost, meaningful improvements in core fee-business
operating performance, portfolio acquisitions on attractive terms
which increase future earnings capacity, a demonstrated ability to
successfully launch new businesses, and reductions in leverage
could support positive ratings momentum longer term.

In the near term, Navient's primary negative rating sensitivity
relates to the emerging refinance risk associated with its elevated
debt maturities in 2018-2020.  Failure to address refinance risk
via increased liquidity, repurchase/repayment of existing debt,
moderated shareholder distributions or a combination of these
actions, could have negative rating implications.  Longer term,
negative ratings momentum could develop from an inability to access
the ABS market at a reasonable cost, deteriorating credit
performance, a weakened capitalization profile, higher than
expected loan prepayment activity, new and more onerous rules and
regulations, or declines in fee revenue resulting from a loss of or
sustained reduction in key contracts and/or other relationships.

The senior unsecured debt ratings are primarily sensitive to
changes in the long-term IDR of Navient.

Fitch has affirmed these ratings:

Navient Corporation Inc.
   -- Long-term IDR at 'BB';
   -- Short-term IDR at 'B';
   -- Senior Unsecured Debt at 'BB'.

The Rating Outlook is Stable.



NOVOLEX HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed all of
its ratings on Novolex Holdings Inc., including S&P's 'B' corporate
credit rating.  The outlook is stable.

"The affirmation reflects our expectation that, despite the modest
increase in its debt to fund the Heritage acquisition, Novolex will
maintain debt levels that we consider appropriate for the current
rating," said Standard & Poor's credit analyst Nadine Totri.  S&P
estimates that Novolex's pro forma adjusted debt-to-EBITDA metric
will be around 6.2x (adjusted to include operating leases and
pension obligations).  S&P believes that the acquisition of
Heritage will improve Novolex's revenue mix and product diversity.
S&P also expects that Novolex will realize some synergies related
to its overhead and procurement costs following the completion of
this transaction, which should be attainable given management's
good track record of integrating past acquisitions.

The stable outlook on Novolex reflects S&P's expectation that the
company's EBITDA should gradually improve following the Heritage
acquisition based on Standard & Poor's outlook for modest U.S. GDP
growth and increased consumer spending over the next 12 months.  At
the current rating, S&P expects that Novolex will be able to
maintain an adjusted debt-to-EBITDA metric of between 5x and 6x.
S&P also assumes that management will be supportive of the
company's credit quality and thus have not factored any meaningful
debt-funded distributions into its analysis.

S&P could lower its ratings on Novolex if its operating performance
is significantly weaker than S&P expects, due to shifts in consumer
preferences, increased legislative pressure, or unexpected
difficulties related to the integration of Heritage, causing its
debt-to-EBITDA metric to approach 7x without any prospect for
recovery.  S&P could also consider downgrading Novolex if the
company pursued a large debt-funded acquisition or dividend
recapitalization, or if its free cash flow deteriorated
significantly enough for S&P to revise its assessment of its
liquidity to less than adequate.

S&P could raise its ratings on Novolex if management committed to
maintain a financial policy that will decrease the company's
leverage below 5x and increase its FFO-to-debt ratio above 12% for
a sustained period, even after factoring in the potential for
additional debt-funded acquisitions or dividends.



NUO THERAPEUTICS: Files Rule 2015.3 Periodic Report
---------------------------------------------------
Nuo Therapeutics Inc. disclosed in a filing with the U.S.
Bankruptcy Court in Delaware that it holds 100% stake in Aldagen
Inc. as of Feb. 29, 2016.

The report was filed pursuant to Bankruptcy Rule 2015.3, which
required the company to disclose the value, operations and
profitability of entities in which it holds a substantial or
controlling interest.  

The report is available without charge at http://is.gd/Duh8UN

                     About NUO Therapeutics

Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016.  The petition
was signed by David E. Jorden as acting chief executive officer and
acting chief financial officer.

Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq
Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting
and noticing agent.  Hon. Mary F. Walrath has been assigned the
case.

The U.S. Trustee for Region 2 originally appointed three members to
the Official Committee of Unsecured Creditors.  The U.S. Trustee,
on March 14, 2016, said New Hampshire Ball Bearings, Inc. has
resigned from the Committee.  The remaining committee members are
AAPC and CPA Global Limited.

The Bankruptcy Court has entered an Order granting conditional
approval to the Debtor's Disclosure Statement for the First Amended
Plan of Reorganization.  The Court also approved an expedited
pathway to the Company's emergence from Chapter 11 by scheduling a
combined hearing on April 25, 2016 to consider the adequacy of the
Disclosure Statement and confirmation of the Company's proposed
First Amended Plan of Reorganization.


PACIFIC RECYCLING: Bank Objects to Extension of Exclusivity
-----------------------------------------------------------
Banner Bank objects Pacific Recycling Inc.'s request for further
extension of plan exclusivity and deadline to file plan, arguing
that there is no indication that the Debtor will be able to obtain
sufficient new financing or some other business solution to reduce
the Debtor???s debt load and other approaches to reorganization.

Banner Bank complains that it is apparent that the Debtor's efforts
to obtain new money to fund a plan of reorganization will go
nowhere considering that all of Banner Bank's inventory has been
processed, while administrative expenses continue to mount.  So
that even if the Debtor is allowed to borrow $280,000 from Mr.
Schultz, it would have only $230,000 to use for new inventory
purchases -- net of the $50,000 in back rent the Debtor is
proposing to pay to Banner Bank -- may not be enough to keep the
Debtor afloat and it seems virtually certain that the Debtor will
continue to be in a worse position in three months than it is now,
Banner Bank further complains.

Banner Bank adds that its ability to realize on PAC's property has
been held hostage to the reorganization process -- that process
that was supposed to come to a head on March 28 with the filing of
a plan and a decision to assume or reject the Debtor's lease of the
11 acres -- but now the Debtor wants more time in its evaluation of
a possible sale or surrender of certain assets that is so vague and
uncertain as to be almost meaningless for the Debtor's revenues
continue to fall while its post-petition liabilities continue to
grow, leaving Banner Bank in limbo through June of this year.  

Banner Bank is represented by:

     Joseph M. VanLeuven,
     DAVIS WRIGHT TREMAINE LLP
     1300 S.W. Fifth Avenue, Suite 2400
     Portland, Oregon 97201-5610
     Telephone: (503) 241-2300
     Facsimile: (503) 778-5299
     Email: joevanleuven@dwt.com

            About Pacific Recycling

Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015.  The petition
was signed by Rodney Schultz as president.  The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case.  Cable Huston LLP
represents the Debtor as counsel.

The U.S. Trustee for Region 18 appointed four creditors of Pacific
Recycling Inc. to serve on the official committee of unsecured
creditors.  Cassie K. Jones, Esq., and the law firm of Gleaves
Swearingen LLP represent the Committee as its counsel.


PACIFIC RECYCLING: Bank Objects to Lease Extension Bid
------------------------------------------------------
Banner Bank objects to Pacific Recycling Inc.'s motion to extend
until June 30, 2016, the time for the Debtor to assume its lease of
the 11 acres that secures Banner Bank's $2.5 million loan to the
Debtor???s affiliated landlord, PAC Recycling, LLC.

According to Banner Bank, under the loan documents between Banner
Bank and PAC, and the Subordination, Non-Disturbance and Attornment
Agreement among Banner Bank, PAC and the Debtor, it is Banner Bank
that is now entitled to receive the rents due under the PAC Lease,
and is likewise entitled to foreclose the landlord???s interest in
the leased property, such that any extension of the
assumption/rejection deadline should be conditioned on Banner
Bank???s consent, which debtor has not obtained, therefore the
Debtor's nominal landlord, PAC???s consent to the requested
extension should carry no weight.

Furthermore, Banner Bank alleges that while it stipulated to extend
the original assumption deadline in reliance on the implicit
promise that by the March 28 deadlines the Parties would already
know where the Debtor's case is headed -- towards a reorganization
or instead should be converted -- but the Debtor has no financing
in prospect and no reasonable basis for a reorganization, given the
combination of a weak scrap market, massive secured debt, massive
post-petition liabilities, and lack of working capital.

In addition, Banner Bank asserts that the Debtor's motion indicates
that the Debtor will assume the lease if the extension is denied.
Banner Bank complains that allowing the Debtor to assume the
65-year lease would only make a bad situation worse for there is no
way the Debtor can provide what assumption requires -- payment of
back rent and adequate assurance of future performance -- absent a
major change in its financial circumstances.

Banner Bank is represented by:

     Joseph M. VanLeuven,
     DAVIS WRIGHT TREMAINE LLP
     1300 S.W. Fifth Avenue, Suite 2400
     Portland, Oregon 97201-5610
     Telephone: (503) 241-2300
     Facsimile: (503) 778-5299
     Email: joevanleuven@dwt.com

           About Pacific Recycling

Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015.  The petition
was signed by Rodney Schultz as president.  The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case.  Cable Huston LLP
represents the Debtor as counsel.

The U.S. Trustee for Region 18 appointed four creditors of Pacific
Recycling Inc. to serve on the official committee of unsecured
creditors.  Cassie K. Jones, Esq., and the law firm of Gleaves
Swearingen LLP represent the Committee as its counsel.


PACIFIC RECYCLING: Wants Until June 30 to Decide on 2 Leases
------------------------------------------------------------
Pacific Recycling, Inc., is asking the Bankruptcy Court to extend
until June 30, 2016, the deadline to assume or reject the real
property leases with PAC Recycling, LLC, with regard to a 10 acre
parcel and an 11 acre parcel.

The Debtor leases two parcels of real property from an affiliated
entity, PAC Recycling, LLC, which consist of a 10 acre parcel in
Eugene, with a monthly rent of $10,000 and an 11 acre parcel in
Eugene with a monthly rent of $15,000.

The Debtor sought a June 30, 2016 extension of the deadline to
assume or reject non-residential leases.  It contended that it is
in the process of preparing a strategy for reorganization, but
requires additional time to decide whether to assume or reject one
or both of the Leases, depending on the strategy chosen for
reorganization.  The Debtor further contended that an extension of
the deadline is in the best interests of the estate because it
avoids creating a substantial administrative expense claim if the
lease is assumed and the determination is made at a later date to
terminate one of the leases or surrender one parcel to the mortgage
lenders.

Pacific Recycling is represented by:

          Laura J. Walker, Esq.
          Donald J. Koehler II, Esq.
          CABLE HUSTON LLP
          1001 SW 5th Avenue, Suite 2000
          Portland, OR 97204-1136
          Telephone: (503)224-3092
          Facsimile: (503)224-3176
          E-mail: lwalker@cablehuston.com
                  dkoehler@cablehuston.com

                     About Pacific Recycling

Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015.  The petition
was signed by Rodney Schultz as president.  The Debtor disclosed
total assets of $5,996,665 and total liabilities of $21,718,414.
Hon. Frank R. Alley III is assigned to the case.  Cable Huston LLP
represents the Debtor as counsel.

The U.S. Trustee for Region 18 appointed four creditors of Pacific
Recycling Inc. to serve on the official committee of unsecured
creditors.  Cassie K. Jones, Esq., and the law firm of Gleaves
Swearingen LLP represent the Committee as its counsel.


PACIFIC SUNWEAR: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

        Debtor                                    Case No.
        ------                                    --------
        Pacific Sunwear of California, Inc.       16-10882
           aka PacSun
           aka Pacific Sunwear
        3450 East Miraloma Avenue
        Anaheim, CA 92806

        Miraloma Borrower Corporation             16-10881

        Pacific Sunwear Stores Corp.              16-10883

Type of Business: Specialty retail destination for men's and
                  women's apparel, accessories, and footwear
                  inspired by the unique and diverse influences of

                  the California lifestyle.

Chapter 11 Petition Date: April 7, 2016

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Laurie Selber Silverstein

Debtors' Counsel: Michael R. Nestor, Esq.
                  Joseph M. Barry, Esq.
                  Maris J. Kandestin, Esq.
                  Shane M. Reil, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, Delaware 19801
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: mnestor@ycst.com
                         jbarry@ycst.com
                         mkandestin@ycst.com
                         sreil@ycst.com
                   
                    - and -

                  Michael L. Tuchin, Esq.
                  David M. Guess, Esq.
                  Jonathan M. Weiss, Esq.
                  Sasha M. Gurvitz, Esq.
                  KLEE, TUCHIN, BOGDANOFF & STERN LLP
                  1999 Avenue of the Stars, 39 th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 407-4029
                  Fax: (310) 407-9090
                  Email: mtuchin@ktbslaw.com
                         dguess@ktbslaw.com
                         jweiss@ktbslaw.com
                         sgurvitz@ktbslaw.com

Debtors'         FTI CONSULTING, INC.
Financial
Advisor:

Debtors'         GUGGENHEIM SECURITIES, LLC
Investment
Banker:

Debtors'         PRIME CLERK LLC
Claims and
Noticing
Agent:

Pacific Sunwear's Total Assets: $298,853,000 as of Oct. 31, 2015

Pacific Sunwear's Total Debts: $305,056,000 as of October 31, 2015

The petitions were signed by Craig E. Gosselin, secretary, senior
vice president, general counsel, and human resources.

List of Debtors' 40 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
NIKE                                Merchandise        $5,679,065
1 Bowerman Dr                        Payables
Beaverton, OR 97005
Tel: 503.671.6453
Fax: 503.671.6300
Email: media.relations@nike.com

Simon Property Group                 Occupancy         $3,804,699
225 W Washington St                   Chages
Indianapolis, IL 46204
Tel: 317???636.1600
Fax: 302.655.5049
Email: sdoran@simon.com

Hurley                              Merchandise        $2,878,125
1945 Placenta Ave                     Payables
Costa Mesa, CA 92627
Tel: 949.548.9375
Fax: 949.548.9521

Sedunotex Co. Ltd.                  Merchandise        $2,814,427
168 Baizhang Road                     Payables
5/F C&E Building D
Ningbo, 315040 China
Tel: +865748770064

Fax: +8657487971938
Email: oliver18@zjip.com

Shanghai Textile United            Merchandise         $2,307,486
NO 420 Yu Yao Road                  Payables
Suite 502
Shanghai,  200042
China

Say Corporation                    Merchandise         $1,716,776
4 F Gyoha Building 10???25             Payables
Nonhyeondong, Gangnam GU
Seoul, 135???812 Korea

General Growth                      Occupancy          $1,646,406
110 N. Wacker Drive                  Charges
Att: Law/Lease Department
Chicago, IL 60606
Tel: 312. 960.5000
Fax: 312. 960.5722
Email: kevin.berry@ggp.com

Lenny Import Export                Merchandise         $1,511,859
Brandy Melville Wholesale           Payables
11828 Teale Street
Culver City, CA 90230

Federal Express                   Non-Merchandise      $1,250,224
942 South Shady Grove Road           Payables
Memphis, TN  38120
Tel: 901.818.7500
Email: inquiry@fedex.com

Primary Color Systems             Non-Merchandise      $1,206,477
Attn: Accounts Receivable             Payables
265 Briggs Ave
Costa Mesa, CA 92626
Tel: 310.841.0250
Fax: 310.841.0254
Email: danhirt@primarycolor.com;
       vincentrandazzo@primarycolor.com

Coddy Global Ltd                     Merchandise       $1,093,501
13/F #2 SEC 1 Tunhua S RD              Payables
Taipei, 10506 Taiwan

BCNU                                 Merchandise         $921,256
1105 S Boyle Ave                       Payables
Los Angeles, CA 90023

RVCA                                 Merchandise         $847,688
Accounts Receivable                    Payables
117 Waterworks Way
Irvine, CA 92618
Tel: 949.734.2742
Fax: 949.548.7722
Email: info@RVCA.com

Macerich                               Occupancy          $787,607
401 Wilshire BI                         Charges
Ste. 700
Santa Monica, CA 90401
Tel: 310.394.6000
Fax: 310.395.2791

Diamond Supply Company Inc.           Merchandise         $730,483
1710 Cordova Street                     Payables
Los Angeles, CA 90007
Tel: 323.782.0668
Email: customerservice@diamondsupplyco.com

Rakuten Marketing LLC               Non-Merchandise       $685,804
215 Park Avenue South                    Payables
9th Floor
New York, NY  10003
Tel: 646.943 8200
Fax: 646.943.8204

Global Focus                           Merchandise        $619,649
8F???3 NO ALY 22                           Payables
17 LN 513 Ruiguang Road
Taipei, Taiwan

CBL                                     Occupancy         $569,705
2030 Hamilton Pl Blvd, Ste500             Charges
Chattanooga, TN 37421

House of God LLC                       Merchandise        $525,000
3940 Laurel Canyon Blvd #427             Payables
Studio City, CA 91604

Phong Phu Intl                          Merchandise       $439,013
48 Tand Nhon PHU B Ward                   Payables
20 Didstirct 9
Ho Chi Minh,  
Vietnam
Tel: +84873056886
Fax: +8483728 1846
Email: info@ppj???international.com

Westfield                                 Occupancy       $432,212
11601 Wilshire Blvd                        Charges
11th Floor
Los Angeles, CA 90025
Tel: 301???755???3225
Email: corpaffairs@westfield.com

Rainbow Sandals Inc.                      Merchandise     $429,097
900 Calle Negocio                          Payables
San Clemente, CA 92673
Tel: 949.492.4930
Email: info@rainbowsandals.com

Volcom                                    Merchandise     $400,985
1740 Monrovia Ave                          Payables
Costa Mesa, CA 92627
Tel: 949.646.2175
Fax: 949.646.5247
Email: ehelp@volcom.com

Protrade Garment                         Merchandise      $391,661
Group 7, Binh Duc 1                        Payable
24 Thuan An
Binh Duong,  
Vietnam
Tel: +846503755143
Fax: +846503755415
Email: infor@protradegarment.com

Bbase IDG Limited                        Merchandise      $384,287
RM 2505 25FL The Centrium                  Payables
25 60 Wyndham Street Central
Hong Kong, Hong Kong

UPS                                      Merchandise      $369,449
28013 Network Place                        Payables
Chicago, IL 60673???1280

Microsoft                              Non-Merchandise    $352,384
One Microsoft Way                         Payables
Redmond, WA 98052

Taubman                                   Occupancy       $342,925
200 East Long Lake Road, Suite 300         Charges
Bloomfield Hills, MI 48304

Frontline Clothing JRS 5FL              Merchandise       $330,540
828 Cheung Sha Wan Road                   Payables
Kowloon, CH
Hong Kong
Tel: +85229595495
Fax: +852295954
Email: HR@frontline.com.hk

Servicechannel.com Inc.               Non-Merchandise     $325,792
18 East 16th Street                       Payables
2nd Floor
New York, NY  10003
Tel: 516.240.6800
Fax: 516.240.6888

Heartland Retail Construction         Non-Merchandise     $311,909
4956 Memco Lane, Suite A                  Payables
Racine, WI  53404
Tel: 262.681.8200
Fax: 262.681.8207
Email: info@heartlandretail.com

Crimson and Clover Inc.                  Merchandise      $301,638
1220 Maple Ave                             Payables
32 #800

Los Angeles, CA 90015
TEl: 213.744.1226

Tanger                                   Occupancy       $287,644
3200 Northline Avenue Suite 360           Charges
Greensboro, NC 27408

Adobe                                 Non-Merchandise    $264,232
Remittance DR                             Payables
34 Suite 1025
Chicago, IL 60675???1025

Into Apparell                          Merchandise       $250,995
1707 E 20th St.                           Payables
Los Angeles, CA 90021
Tel: 213.747.0701

PREIT                                    Occupancy       $235,747  
                               
                                          Charges

Key Information Systems Inc.         Non-Merchandise     $235,145
                                         Payables

54 Reckless                           Merchandise        $235,113
Email: info@youngandreckless.com         Payables

Capitol Light                        Non-Merchandise     $233,415
                                       Payables

Jainsons Intl Inc (DIZZY IZZY)        Merchandise        $215,033
Email: info@jainsonsintl.com            Payables


PACIFIC SUNWEAR: Files for Ch. 11 with Debt-to-Equity Plan
----------------------------------------------------------
Teen apparel retailer Pacific Sunwear of California Inc. sought
Chapter 11 protection after struggling due to mounting losses and
intense competition from fast-fashion retailers and online rivals.

PacSun plans to be taken private by investment firm Golden Gate
Capital once it emerges from bankruptcy.  PacSun has filed a
proposed reorganization plan that will convert 65% of its term-loan
debt to Golden Gate Capital into the equity of the reorganized
company.  The private equity firm will give PacSun at least $20
million in additional capital after it emerges from bankruptcy to
support its long-term growth objectives.

"The plan negotiated with Golden Gate Capital and approved by our
board of directors places PacSun in a very promising position as we
continue the brand and merchandising transformation that our team
has worked relentlessly to achieve," PacSun Chief Executive Gary
Schoenfeld said in a statement.

PacSun will receive $100 million in debtor-in-possession financing
from Wells Fargo.

"PacSun has successfully transitioned beyond its historical base of
action sports brands to what we believe is the most relevant and
coveted mix of brands celebrating the California lifestyle," Josh
Olshansky, managing director at Golden Gate Capital, said in a
statement. "While there is still work to be done, we are supportive
of the steps the company and its management team have taken to
position PacSun for success and growth long after emergence."

                        Road to Bankruptcy

Gary H. Schoenfeld, President and CEO of Pacific Sunwear, said
increased online shopping and unfavorable or uncertain economic
conditions, particularly in certain regions, have adversely
affected traditional retailers, as internet retailers do not face
the same occupancy costs or store payroll expenses as traditional
brick-and-mortar retailers.

In addition to industry-wide weaknesses, Mr. Schoenfeld said the
Company's financial performance was further adversely impacted by
several critical mistakes committed by prior management in their
merchandising and operating strategies:

  * First, the Company committed a critical error in 2008 by
discontinuing the sales of sneakers, which cost the Company a
valuable component of its product mix and created opportunities for
the Company's competitors to accelerate their growth in the
footwear segment.

  * Second, the Company's desire to demonstrate continued growth
caused the Company to invest in two non-core concepts that were
eventually discontinued: (i) D.e.m.o, a late-1990's concept
designed to address the growing popularity of urban influences,
peaked with 225 stores in 2006 but was discontinued by 2008 due to
underperformance and waning popularity; and (ii) One Thousand
Steps, created in 2006 as a specialty, fashion forward retailer of
branded footwear and accessories, was unsuccessful and was also
discontinued in 2008.

  * Third, the Company shifted its merchandising strategy toward
proprietary brands in an attempt to compete with vertical
retailers, thereby undermining the Company's core message to
consumers and distancing the Company from key brand partners that
had previously fueled the Company's growth.

   * Fourth, the Company began pushing overly-discounted "value"
merchandise to all underperforming retail locations, resulting in a
lack of consistency in merchandise across stores and further
confusion for consumers.

   * Fifth, the Company's expansion to nearly 1,000 stores created
too large a store footprint with numerous underperforming stores
and above-market occupancy costs.

   * Sixth, key senior leadership that had overseen much of the
Company's growth left in the mid-2000's, beginning a string of
leadership changes that prevented the Company from sending a
coherent and consistent message to consumers.

   * Seventh, the Company's target customer was misaligned; the
Company principally appealed to men aged 16-20, but women aged
12-16, which misalignment created a barrier to the Company's
ability to attract and retain loyal customers.

   * Eighth, the Company had no cohesive ecommerce strategy.

According to the Mr. Schoenfeld, these errors confused customers
regarding the Company's message and merchandise, damaged critical
relationships with key brands, and created opportunities for the
Company's competitors to accelerate their growth at the Company's
expense.  As a result, the Company was in a weakened competitive
position when the 2008-2009 recession occurred, leading to
significant financial underperformance, including negative 20%
comparable same store sales performance in 2009.

In the second quarter of 2009, the Company hired Gary H. Schoenfeld
as its new CEO, its third CEO in four years.  Among other things,
Mr. Schoenfeld rationalized its store fleet by undertaking a major
initiative in 2011 to close underperforming stores, leaving the
Company with a lighter store footprint with very few remaining
negative contributors.  Mr. Schoenfeld said he has successfully
stabilized the Company's business, resulting in a strong customer
base, an attractive assortment of merchandise, and positive same
store sales in 13 of the last 16 quarters through the end of fiscal
year 2015, outperforming the vast majority of the Company's peers.
Nevertheless, despite successfully reducing the store fleet and
making consistent progress to improve operations, the Company's
maturing capital structure and high store occupancy costs have
proved untenable.

                        Chapter 11 Goals

The Company intends to utilize the bankruptcy process to
restructure its maturing capital structure and substantially reduce
store occupancy costs, thereby allowing the reorganized
Company to continue to execute the operational and strategic
turnaround that the management team and the CEO have implemented.

The Company believes that doing so will help restore the Company to
a stronger and more sustainable financial position and maximize
value.

To meet its objectives, the Company and Wells Fargo Bank, National
Association agreed on that certain Debtor-in-Possession Credit
Agreement, dated as of April 7, 2016, which provides for a senior
secured, super-priority credit facility of up to $100 million,
which should provide the Company with sufficient runway to navigate
through the reorganization process.

In addition, the Company filed a fully-negotiated Restructuring
Support Agreement (the "RSA") and plan of reorganization (the
"Plan"), pursuant to which PS Holdings of Delaware, LLC - Series A
and PS Holdings of Delaware, LLC - Series B, in their capacity as
lenders (the "Term Loan Lenders") under that certain Credit
Agreement dated as of December 7, 2011 (the "Term Loan Credit
Agreement"), will convert a portion of their debt into 100% of the
equity interests of the Reorganized Parent, with the remaining debt
being converted into a new term loan, and will invest a minimum of
an additional $20 million in the Company upon its emergence from
chapter 11 in either debt or equity, or a combination of debt and
equity.

The RSA establishes various milestones, pursuant to which the
Company anticipates confirming the Plan within 120 days of the
filing date.  

Pursuant to the RSA and the Plan, Guggenheim will seek a higher and
better competing transaction through a marketing process commencing
on or about the filing date and governed by bidding procedures, for
which the Company is seeking court approval. Following the sale
process, and in accordance with such bidding procedures, an auction
would be conducted if a higher and better bid is submitted.  If a
higher and better bid, which provides for, among other things,
payment in full of the Term Loan Lenders' claims, is not received,
the auction will be cancelled and the Term Loan Lenders will be the
winning bidder.

                        First Day Motions

To enable the Debtors to operate effectively, minimize disruption
to their operations, and maximize the value of their assets, the
Debtors have filed various applications and motions seeking
immediate or expedited relief.  Specifically, these have been filed
on behalf of the Debtors:

   (a) Motion to obtain postpetition financing and use cash
collateral;

   (b) Motion for entry of an order directing joint administration
of the Chapter 11 cases;

   (c) Motion to pay prepetition employee claims, including wages,
salaries, and bonuses;

   (d) Motion authorizing the continued use of their cash
management system;

   (e) Motion for entry of an order authorizing the payment of
prepetition sales, use, and franchise taxes and similar taxes and
fees;

   (f) Motion for entry of an order approving the proposed adequate
assurance of payment for future utility services;

   (g) Motion for entry of an order authorizing maintenance,
administration, and continuation of certain customer programs;
    (h) Motion for an order authorizing payment of certain
prepetition shipping, delivery, and customs charges;

    (i) Motion for entry of an order confirming administrative
expense priority status of debtors' undisputed obligations for
postpetition delivery of goods ordered prepetition;

    (j) Motion for orders establishing notification procedures and
approving restrictions on certain transfers of equity interests in
and claims against the Debtors (the "NOL Motion");

    (k) Motion for entry of an order establishing procedures for
the rejection of executory contracts and unexpired leases; and

    (l) Debtors' application for an order appointing Prime Clerk
LLC as claims and noticing agent.

An emergency hearing on the Debtors' NOL motion was held on
April 7, 2016 at 11:00 a.m. (ET) before the Honorable Laurie Selber
Silverstein, United States Bankruptcy Court for the District of
Delaware, 824 North Market Street, 6th Floor, Courtroom 2,
Wilmington, DE 19801.

A hearing on the Debtors' First Day Motions will be held on April
8, 2016 at 9:00 a.m. (ET) before the Honorable Laurie Selber
Silverstein, U.S. Bankruptcy Court for the District of Delaware,
824 North Market Street, 6th Floor, Courtroom 2, Wilmington, DE
19801.

A copy of the CEO's affidavit in support of the Chapter 11 filing
as well as a copy of the RSA is available for free at:

    http://bankrupt.com/misc/PacSun_2_1st_Day_Affidavit.pdf

A copy of the CFO's affidavit in support of the first day motions
is available for free at:

    http://bankrupt.com/misc/PacSun_3_CFO_Affidavit.pdf

                  Prepetition Capital Structure

As of the Petition Date, the Debtors were indebted to Wells Fargo
Bank, N.A. (the "ABL Lender"), pursuant to a borrowing base
revolver of up to $100 million (the "ABL Facility") under that
certain Credit Agreement, dated as of December 7, 2011 (as amended,
the "ABL Credit Agreement"), by and among Parent, as lead borrower,
PS Stores, as an additional borrower, the lenders party thereto
from time to time, Wells Fargo Bank, N.A., as the administrative
agent and collateral agent (the "ABL Agent"), and Wells Fargo
Capital Finance, LLC, as syndication agent and documentation agent.
As of the Petition Date, the Debtors had not less than $41.6
million (consisting of revolving credit loans in the outstanding
principal amount of approximately $31.0 million and issued and
outstanding letters of credit in the amount of approximately $10.6
million) outstanding under the ABL Facility.

As of the Petition Date, the Debtors were indebted to PS Holdings
of Delaware, LLC ??? Series A and PS Holdings of Delaware, LLC ???
Series B (together, the "Term Loan Lenders") pursuant to a term
loan in the original principal amount of $60 million (the "Term
Loan") under that certain Credit Agreement, dated as of December 7,
2011 (as amended, the "Term Loan Credit Agreement"), by and among
Parent, as borrower, PS Stores, as guarantor, the Term Loan
Lenders, and PS Holdings Agency Corp., as the administrative agent
(the "Term Loan Agent").  As of the Petition Date, the current
indebtedness under the Term Loan is approximately $88.1 million
(inclusive of accrued interest and a prepayment amount).  In
conjunction with the Term Loan, Parent issued the Series B
Preferred stock, which has a liquidation value of $0.1 million, to
the Term Loan Lenders, which gives the Term Loan Lenders the right
to purchase up to 13.5 million shares of Parent's common stock.

The Debtors' Anaheim, California headquarters property is subject
to a nonrecourse deed of trust in the initial amount of $16.8
million pursuant to that certain Deed of Trust, Assignment of Rents
and Security Agreement, dated August 20, 2010 (as amended, the
"Miraloma Note"), by Miraloma, as borrower, to First American Title
Insurance Company, as trustee, for the benefit of American National
Insurance Company ("ANICO").

Pursuant to a Trust Indenture, dated as of July 1, 2007, the city
of Olathe, Kansas (the "City") and U.S. National Bank Association,
as trustee, entered into an industrial revenue bond financing
transaction with respect to the distribution center in Olathe,
Kansas (the "Olathe Property").  The City purchased the Olathe
Property from PS Stores through the issuance to PS Stores of
industrial revenue bonds due January 1, 2018 in an aggregate
principal amount of approximately $23 million (the "IRBs") and
contemporaneously leased the land and building to PS Stores for an
identical term pursuant to that certain Lease Agreement, dated as
of July 1, 2007 between the City and PS Stores (the "Olathe
Property Lease").  PS Stores' leasehold interest in the Olathe
Property Lease is subject to a mortgage in the initial amount of
$13.0 million pursuant to that certain Mortgage, Security
Agreement, Financing Statement and Fixture Filing, dated  as of
August 20, 2010 (as amended, the "PS Stores Note"), by PS Stores,
as borrower, in favor of ANICO.

As of the Petition Date, the Debtors believe that unsecured claims
against the Debtors approximate $60,000,000.  Unsecured claims
against the Debtors, include: (i) accrued and unpaid trade and
other unsecured debt incurred in the ordinary course of the
Debtors' business, (ii) unpaid amounts owed to the Debtors'
vendors, and (iii) claims by landlords for unpaid rent and other
obligations under the Debtors' leases. If leases are rejected
during the cases, the amount of unsecured claims could
increase significantly.

Pacific Sunwear of California, Inc.  ("Parent") is publicly-owned
and has one class of common stock and one class of preferred stock.
The number of shares of common stock, par value $0.01 per share,
outstanding as of February 16, 2016, was 70,221,822.  As of the
Petition Date, the Term Loan Lenders hold Series B Preferred stock,
which has a liquidation value of $0.1 million and which gives the
Term Loan Lenders the right to purchase up to 13.5 million shares
of Parent's common stock, representing, as of Dec. 7, 2011, 19.9%
of Parent's common stock outstanding, or 16.7% on a fully-diluted
basis, at an initial conversion price of $1.75 per share of
underlying common stock.

                       About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women's apparel,
accessories, and footwear.  The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006.  At present,
the Company has approximately 593 retail locations nationwide under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations.  The Company has 2,000 full-time
workers.  Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Delaware.  The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have requested
joint administration of the cases under Case No. 16-10882.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PACIFIC SUNWEAR: Plan Offers Up to 1.80% Recovery for Unsecureds
----------------------------------------------------------------
Pacific Sunwear of California, Inc., and its subsidiary debtors
filed a Joint Plan of Reorganization that converts 65% of the $88.1
million term loan debt to Golden Gate Capital into 100% of the
equity in the reorganized company, allocates $400,000 for unsecured
creditors owed $60 million, and provides that existing shareholders
would be wiped out.

According to the Disclosure Statement, unsecured creditors are
slated to have a recovery of 0.50% to 1.80% based on currently
available information.

The Plan provides for a cash payment to Holders of allowed general
unsecured claims of $400,000 to be distributed pro rata among
holders of allowed general unsecured claims.  As of the Petition
Date, the Debtors believe that unsecured claims against the Debtors
approximate $60,000,000.  Unsecured claims against the Debtors
include: (i) accrued and unpaid trade and other unsecured debt
incurred in the ordinary course of the Debtors' business, (ii)
unpaid amounts owed to the Debtors' vendors, and (iii) claims by
landlords for unpaid rent and other obligations under the Debtors'
leases.  If leases are rejected during the cases, the amount of
unsecured claims could increase significantly.

                  100% Stock for Term Lenders

The Plan provides for the issuance of 100% of the new common stock
in Reorganized Parent (the "New Parent Interests") to Golden Gate's
PS Holdings of Delaware, LLC - Series A and PS Holdings of
Delaware, LLC - Series B, in their capacity as Holders of Term Loan
Claims (the "Term Loan Lenders"), in exchange for a portion of the
$88.1 million term loan claims, with the remaining portion of the
term loan claims to be converted into a $30 million new term loan.
In addition, the term loan lenders (or their Affiliates) will
consummate a minimum of a $20 million investment upon consummation
of the Plan to fund ongoing operations, in the form of debt,
equity, or a combination of debt and equity.

The Plan also contemplates the Debtors' solicitation of higher or
otherwise better bids for the New Parent Interests or for all or
substantially all of the Debtors' assets in accordance with the
proposed bidding procedures submitted to the Court.  If no
qualified bid that must yield sufficient proceeds to pay the DIP
Claims, the ABL Claims, and the Term Loan Claims in full in cash is
received, the Term Loan Lenders will be deemed the winning bidder
and the Debtors will proceed immediately with solicitation and
confirmation of the Plan.  If a qualified bid is received, an
auction will be conducted.  If the auction yields a highest and
best bid from a party other than the Term Loan Lenders, the Debtors
and the winning bidder will proceed either to confirm the Plan, as
modified, or closing of the sale pursuant to 11 U.S.C. Sec. 363,
and the term loan claims will be paid in full, in cash upon
consummation of the sale or the Plan, as modified.

                 Treatment of Claims and Interests

The Plan proposes to treat claims and interests as follows:

   * With respect to the $41.6 million owing under the borrowing
base revolver of up to $100 million (the "ABL Facility") with Wells
Fargo, the Plan contemplates that the ABL Facility will receive
Cash in an amount equal to the amount of Allowed ABL Claims.  The
Debtors will into a New ABL Facility to fund ongoing operations and
obligations under the Plan, including to pay or refinance the DIP
Facility Claims.

   * The $88.1 million term loan claims will be allowed (together
with any interest, fees (including, without limitation, any
prepayment fees), costs and other obligations, charges or amounts
paid, incurred or accrued prior to the Petition Date), and, on the
Effective Date, (i) if the holders of the term loan claims are the
winning bidder, they will receive 100 percent of the interests in
the reorganized company and a $30 million new term loan, and (ii)
if the Term Loan Lenders are not the winning bidder, the holders of
the term loan claims will receive Cash in an amount equal to the
amount of allowed term loan claims.

   * All administrative claims, allowed priority tax claims, and
priority non-tax claims will be paid in full and all other Secured
claims will be satisfied, consistent with Section 1129 of the
Bankruptcy Code.

   * Mortgage notes claims will be reinstated, and "qualified
unsecured claims" will be paid in full (without postpetition
interest, late fees, or penalties), subject to entry into a
qualified support agreement.

   * Holders of allowed general unsecured claims will receive a
cash payment of $400,000 to be distributed pro rata among holders
of allowed general unsecured claims.

   * Existing interests in Pacific Sunwear of California, Inc. will
be cancelled under the Plan.

Copies of the Plan and Disclosure Statement are available at:

      http://bankrupt.com/misc/PacSun_17_Plan.pdf
      http://bankrupt.com/misc/PacSun_18_DS.pdf

The Golden Gate entities can be reached at:

         PS Holdings of Delaware, LLC - Series A
         One Embarcadero Center, 39th Floor
         San Francisco, California 94111
         Attn: Stephen Oetgen, P.C.
         E-mail address: soetgen@goldengatecap.com

                  - and -

         PS Holdings of Delaware, LLC - Series B
         One Embarcadero Center, 39th Floor
         San Francisco, California 94111
         Attn: Stephen Oetgen, P.C.
         E-mail address: soetgen@goldengatecap.com

The Term Loan Lenders' attorneys:

         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, New York 10022
         Attn: Joshua A. Sussberg, P.C.
         E-mail address: jsussberg@kirkland.com

                  - and -

         KIRKLAND & ELLIS LLP
         555 California Street
         San Francisco, California 94104
         Attn: Melissa N. Koss
         E-mail address: melissa.koss@kirkland.com

                       About Pacific Sunwear

Founded in 1982 in Newport Beach, California as a surf shop,
Pacific Sunwear of California, Inc. operates in the teen and young
adult retail sector, selling men's and women's apparel,
accessories, and footwear.  The Company went public in 1993
(NASDAQ: PSUN), and peaked with 965 stores in 2006.  At present,
the Company has approximately 593 retail locations nationwide under
the names "Pacific Sunwear" and "PacSun," which stores are
principally in mall locations.  The Company has 2,000 full-time
workers.  Through its ecommerce business, the Company operates an
e-commerce site at http://www.pacsun.com/

On April 7, 2016, Pacific Sunwear of California, Inc., and two
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the District of Delaware.  The cases are pending before the
Honorable Laurie Selber Silverstein, and the Debtors have requested
joint administration of the cases under Case No. 16-10882.

The Debtors sought Chapter 11 protection with a Chapter 11 plan
that would convert debt into equity.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc.,
as financial advisor; Guggenheim Securities, LLC, as investment
banker; and Prime Clerk LLC as claims and noticing agent.


PACIFIC SUNWEAR: Says It's Business as Usual While in Ch. 11
------------------------------------------------------------
Pacific Sunwear of California, Inc. on April 7 disclosed that it
and all of its subsidiaries (collectively, "PacSun" or the
"Company") have entered into a restructuring support agreement (the
"RSA") with affiliates of Golden Gate Capital ("Golden Gate
Capital"), the holder of its secured term loan provider under the
Company's financing facilities.  In conjunction with the RSA, a
Plan of Reorganization (the "Plan") was approved by the Company's
Board of Directors, which provides a comprehensive roadmap for the
Company to continue to execute its strategy and position the
Company for long-term success as a privately owned entity by Golden
Gate Capital.

The parties intend to implement the Plan through a Chapter 11
process.  To that end, on April 7 PacSun filed voluntary petitions
to restructure under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court").  Under the
Plan, PacSun will continue to operate its business without
interruption to customers, vendors, partners and employees.

Pursuant to the Plan, Golden Gate Capital will be converting more
than 65% of its term loan debt into the equity of the reorganized
company and providing a minimum of $20 million in additional
capital to the reorganized Company upon its emergence from Chapter
11 to support its long-term growth objectives.  The Company also
announced that it has received a commitment for a flexible draw
$100 million in debtor-in-possession ("DIP") financing from Wells
Fargo Bank, National Association ("Wells Fargo"), the Company's
revolver lender, which will allow the Company to draw capital as
needed to manage seasonal swings in cash flow.  Wells Fargo has
also committed to provide a five-year $100 million revolving line
of credit effective upon the Company's emergence from Chapter 11
and subject to certain conditions.

Gary H. Schoenfeld, President and Chief Executive Officer, stated:
"The plan negotiated with Golden Gate Capital and approved by our
Board of Directors places PacSun in a very promising position as we
continue the brand and merchandising transformation that our team
has worked relentlessly to achieve.  Golden Gate Capital is a
private equity investment firm with over $15 billion of capital
under management and a tremendous track record of success.  Their
deep familiarity with our business, retail expertise, financial
strength and industry experience make them an exceptional equity
partner for us going forward.  Importantly, great brand
partnerships will remain paramount to PacSun's success and the Plan
provides for all key suppliers to be paid in full following the
effective date of the Plan."

Mr. Schoenfeld continued, "We have been making significant strides
over the past several years to improve performance.  Due to our
team's hard work and unique brand partnerships, PacSun is the only
one of our direct retail competitors to achieve compounded positive
same-store-sales over the past four years.  Through this
restructuring, however, we plan to solve the two structural issues
that operationally we could not fix on our own.  First is a very
high occupancy cost of approximately $140 million per year, and
second is nearly $90 million of long-term debt coming due later
this year.  The bankruptcy process gives us the ability both to fix
our balance sheet by reducing our long-term debt by more than 65%,
and reduce our annual occupancy costs, either through landlord
negotiations or lease rejections, appropriately adjusting the fixed
costs of operating our stores to better match the shifting retail
landscape."

Josh Olshansky, Managing Director at Golden Gate Capital, said:
"PacSun has successfully transitioned beyond its historical base of
action sports brands to what we believe is the most relevant and
coveted mix of brands celebrating the California lifestyle.  We
believe in the future of the Company, as reflected by our
significant injection of new capital into the business.  While
there is still work to be done, we are supportive of the steps the
Company and its management team have taken to position PacSun for
success and growth long after emergence.  Notably, the Company has
delivered positive comparable store sales in 13 of the past 16
quarters.  We look forward to working closely with Gary and the
PacSun team to build a stronger future while continuing to deliver
the compelling product assortment and great shopping experience
that has long defined PacSun to customers."

The DIP from Wells Fargo provides for a $100 million revolving
credit facility that will allow the Company to draw capital as
needed to manage seasonal swings in cash flow, subject to certain
limitations and conditions.  This DIP financing, in conjunction
with the Company's cash on hand, is expected to fund the Company's
operations during the Chapter 11 process, including its obligations
to vendors, employees, and other purveyors of goods and services.
The DIP is subject to Bankruptcy Court approval and the
satisfaction of specified closing conditions.

PacSun intends to operate its business as usual throughout the
Chapter 11 restructuring process.  All PacSun stores nationwide
will remain open on normal schedules and are continuing to operate
in the ordinary course.  The Chapter 11 filing should have no
immediate impact on PacSun's employees and customers.

The Company is seeking customary authority from the Bankruptcy
Court to continue to make wage and salary payments, continue
various benefits for employees and honor certain customer programs,
such as benefits earned under its myGSOM REWARDS loyalty program,
gift cards and returns on merchandise purchased prior to the
bankruptcy filing.  Bankruptcy Court approval for those requests is
expected within the next few days.  As a result, the Company's
salaried and hourly employees should continue to be paid on the
normal schedule, and there are expected to be no changes to various
employee benefit programs.  In addition, customers should not
experience any changes in their relationship with PacSun as there
are expected to be no changes to the customer loyalty program,
warranty programs, return policies or gift card balances.

Guggenheim Securities is acting as investment banker for the
Company, Klee, Tuchin, Bogdanoff & Stern LLP is the Company's legal
counsel in connection with the debt restructuring, and RCS Real
Estate Advisors is the Company's real estate advisor.  FTI
Consulting serves as its restructuring advisor. Perella Weinberg
Partners is acting as financial advisor for Golden Gate Capital,
and Kirkland & Ellis is Golden Gate Capital's legal counsel. Choate
Hall & Stewart LLP is Wells Fargo's legal counsel.

Fourth Quarter Financial Information

The Company also disclosed that net sales for the fourth quarter of
fiscal 2015 ended January 30, 2016, were $232.9 million versus net
sales of $231.6 million for the fourth quarter of fiscal 2014 ended
January 31, 2015.  Comparable store sales for the fourth quarter of
fiscal 2015 were slightly positive at 0.2%.  The Company ended the
fourth quarter of fiscal 2015 with 601 stores versus 605 stores a
year ago.

On a GAAP basis, the Company reported a net loss of $10.0 million,
or $(0.14) per diluted share, for the fourth quarter of fiscal
2015, compared to a net loss of $26.0 million, or $(0.38) per
diluted share, for the fourth quarter of fiscal 2015.  The net loss
for the Company's fourth quarter of fiscal 2015 included a non-cash
gain of $0.2 million, or $0.00 per diluted share, compared to a
non-cash loss of $14.3 million, or $(0.21) per diluted share, for
the fourth quarter of fiscal 2014, related to the derivative
liability that resulted from the issuance of Convertible Series B
Preferred Stock (the "Series B Preferred") in connection with the
term loan financing the Company completed in December 2011 with an
affiliate of Golden Gate Capital.

On a non-GAAP basis, excluding the non-cash loss on the derivative
liability, other one-time charges, and assuming a tax benefit of
$2.5 million, the Company would have incurred a net loss for the
fourth quarter of fiscal 2015 of $6.4 million, or $(0.09) per
diluted share, as compared to net loss of $7.1 million, or $(0.10)
per diluted share, for the same period a year ago.

"Our slightly positive comp store sales performance was at the
better end of what many retailers experienced over the Holiday
season, which continues to validate our core strategies as we
re-establish the new PacSun," said Mr. Schoenfeld.

Full Year Financial Information

Net sales for fiscal 2015 were $800.9 million versus net sales of
$826.8 million for fiscal 2014.  Comparable store sales decreased
2.6% during fiscal 2015.

On a GAAP basis, the Company reported a net loss of $8.5 million,
or $(0.12) per diluted share, for the 2015 fiscal year, compared to
a net loss of $29.4 million, or $(0.42) per diluted share for the
2014 fiscal year.  The net loss for the 2015 fiscal year included a
non-cash gain of $27.7 million, or $0.40 per diluted share,
compared to a non-cash gain of $2.3 million, or $0.03 per diluted
share for the 2014 fiscal year, related to the derivative
liability.

On a non-GAAP basis, excluding the non-cash gain on derivative
liability, other one-time charges, and assuming a tax benefit of
approximately $11.0 million, the Company would have incurred a net
loss for the 2015 fiscal year of $22.6 million, or $(0.32) per
diluted share, as compared to a net loss of $18.5 million, or
$(0.27) per diluted share, for the 2014 fiscal year.

Derivative Liability
In fiscal 2011, as a result of the issuance of the Series B
Preferred in connection with the Company's $60 million senior
secured term loan financing with an affiliate of Golden Gate
Capital, the Company recorded a derivative liability equal to
approximately $15 million, which represented the fair value of the
Series B Preferred upon issuance.  In accordance with applicable
U.S. GAAP, the Company has marked this derivative liability to fair
value through earnings and will continue to do so on a quarterly
basis until the shares of Series B Preferred are either converted
into shares of the Company's common stock or until the conversion
rights expire (December 2021).

            About Pacific Sunwear of California, Inc.

Pacific Sunwear of California, Inc. and its subsidiaries --
http://www.pacsun.com-- is a specialty retailer delivering Best
Brands, Great Style [TM] through its unique 34 year heritage at the
center of California lifestyle.  The Company sells a combination of
branded and proprietary casual apparel, accessories and footwear
designed to appeal to teens and young adults.  As of April 7, 2016,
the Company operates 593 stores in all 50 states and Puerto Rico.


PETTERS CO.: BMO's Bid to Dismiss "Ritchie" Suit Granted
--------------------------------------------------------
Judge Ann D. Montgomery of the United States District Court for the
District of Minnesota granted the motion filed by BMO Harris Bank,
N.A. to dismiss the case captioned Ritchie Capital Management,
L.L.C.; Ritchie Capital Management, Ltd.; Ritchie Special Credit
Investments, Ltd.; Rhone Holdings II. Ltd.; Yorkville Investments
I, LLC; and Ritchie Capital Structure Arbitrage Trading, Ltd.,
Plaintiffs, v. BMO Harris Bank, N.A., as successor to M&I Marshall
& Ilsley Bank, Defendant, Civil No. 15-1876 ADM/JJK (D. Minn.).

The case stemmed from a $3.8 billion dollar Ponzi scheme
orchestrated by Thomas J. Petters through his company Petters
Company, Inc. (PCI).  The Ritchie entities asserted civil
conspiracy and fraud claims, alleging that, despite knowledge of
the scheme, M&I Marshall & Ilsley Bank and M&I officer Christopher
Flynn chose to assist Petters in perpetuating the fraud because M&I
earned substantial fees from the PCI account.  

BMO, as successor-in-interest to M&I, moved to dismiss the original
complaint on two grounds: (1) the complaint fails to state a claim
for relief, requiring dismissal under Rule 12(b)(6) of the Federal
Rules of Civil Procedure; and (2) the case is duplicative of
Petters-related bankruptcy proceedings and should be dismissed
based on abstention.  BMO also opposed the Ritchie entities' motion
for leave to amend the complaint, arguing that leave to amend
should be denied based on prejudicial delay and futility.

Judge Montgomery held that the Ritchie entities' delay in seeking
leave to amend is not unduly prejudicial to BMO based on the early
procedural stage of the litigation, the relatively short length of
delay, and the liberal amendment standard articulated in Rule
15(a).  The judge, however, agreed with BMO in finding that the
first amended complaint is duplicative of the Petters-related
bankruptcy proceedings.  Thus, Judge Montgomery held that
abstention is appropriate and the Ritchie entities' motion for
leave to amend the complaint was denied based on futility.

Judge Montgomery also found that the original complaint duplicates
the Petters-related bankruptcy proceedings and that abstention was
warranted.  Consequently, the case was dismissed without prejudice
until after the related PCI bankruptcy proceedings have been
resolved.

A full-text copy of Judge Montgomery's March 15, 2016 memorandum
opinion and order is available at http://is.gd/y6X2gOfrom
Leagle.com.

Ritchie Capital Management, L.L.C., Ritchie Capital Management,
Ltd., Ritchie Special Credit Investments, Ltd., Rhone Holdings II,
Ltd., Yorkville Investments I, L.L.C., Ritchie Capital Structure
Arbitrage Trading, Ltd. are represented by:

          Gregg M Fishbein, Esq.
          Kate M. Baxter-Kauf, Esq.
          LOCKRIDGE GRINDAL NAUEN PLLP
          Suite 220 100 Washington Avenue South
          Minneapolis, MN 55401-2159
          Tel: (612)339-6900
          Fax: (612)339-0981
          E-mail: gmfishbein@locklaw.com
                  kmbaxter-kauf@locklaw.com

               - and -

          James T. Kim, Esq.
          Leo Victor Leyva, Esq.
          Victoria J. Cioppettini, Esq.
          COLE SCHOTZ P.C.
          Court Plaza North
          25 Main Street
          Hackensack, NJ 07601
          Tel: (201)489-3000
          Fax: (201)489-1536
          E-mail: jkim@coleschotz.com  
                  lleyva@coleschotz.com
                  vcioppettini@coleschotz.com

               - and -

          Jed M. Weiss, Esq.
          COLE SCHOTZ P.C.
          1325 Avenue of the Americas 19th Floor
          New York, NY 10019
          Tel: (212)752-8000
          Fax: (212)752-8393
          E-mail: jweiss@coleschotz.com

            -- and --

          Nancy Gertner, Esq.
          LAW OFFICES OF NANCY GERTNER
          1525 Massachusetts Ave.
          Cambridge, MA 02239
          E-mail: ngertner@law.harvard.edu

BMO Harris Bank N.A. is represented by:

          Adine S Momoh, Esq.
          Keith S Moheban, Esq.
          STINSON LEONARD STREET LLP
          150 South Fifth Street, Suite 2300
          Minneapolis, MN 55402
          Tel: (612)335-1500
          Fax: (612)335-1657
          E-mail: adine.momoh@stinson.com
                  keith.moheban@stinson.com

               - and -

          Debra L. Bogo-Ernst, Esq.
          Joshua D. Yount, Esq.
          Lucia Nale, Esq.
          MAYER BROWN LLP
          71 S. Wacker Drive
          Chicago, IL 60606
          Tel: (312)782-0600
          Fax: (312)701-7711
          E-mail: dernst@mayerbrown.com
                 jdyount@mayerbrown.com
                 lnale@mayerbrown.com

               - and -

          John L Kirtley, Esq.
          GODFREY & KAHN SC
          833 East Michigan Street, Suite 1800
          Milwaukee, WI 53202-5615
          Tel: (414)273-3500
          Fax: (414)273-5198
          E-mail: jkirtley@gklaw.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.


PHOTOMEDEX INC: Has Until Sept. 2016 to Comply with NASDAQ Rule
---------------------------------------------------------------
PhotoMedex, Inc., on Sept. 29, 2015, received written notification
from The NASDAQ Stock Market LLC that the closing bid price of its
common stock had been below the minimum $1.00 per share for the
previous 30 consecutive business days, and that the Company is
therefore not in compliance with the requirements for continued
listing on the NASDAQ Global Select Market under NASDAQ Marketplace
Rule 5450(a)(1).  The Notice provided the Company with an initial
period of 180 calendar days, or until March 28, 2016, to regain
compliance with the listing rules.  The Company would regain
compliance if the closing bid price of its common stock is $1.00
per share or higher for a minimum period of ten consecutive
business days during this compliance period, as confirmed by
written notification from NASDAQ.  If the Company did not achieve
compliance by March 28, 2016, NASDAQ could provide notice that its
securities were subject to delisting from the NASDAQ Global Select
Market.  As of March 28, 2016, the Company's bid price remained
under $1.00 per share.

On March 10, 2016, trade in the Company's common stock transferred
to the NASDAQ Capital Market.  This move to the NASDAQ Capital
Market did not affect the trading of the Company's common stock.
The NASDAQ Capital Market is a continuous trading market that
operates in substantially the same manner as the NASDAQ Global
Select Market, but with less stringent listing requirements.  The
Company's common shares continued to trade on NASDAQ under the
symbol "PHMD."

The Company was notified by NASDAQ that its request for a six month
extension of time in which to comply with the bid price requirement
had been granted.  The Company must achieve compliance with this
requirement by Sept. 26, 2016.  The transfer of its stock from the
NASDAQ Global Select Market to the NASDAQ Capital Market was part
of the process to request and receive such an extension.  The
Company intends to consider a range of available options to regain
compliance with this continued listing standard, and has provided
written notice to NASDAQ of its intention to cure the minimum bid
price deficiency during a second grace period by carrying out a
reverse stock split, if necessary.  At its 2015 annual meeting, the
Company's shareholders granted authority to the board of directors
to implement, as needed, a reverse split in a ratio up to one
common share for each five shares outstanding.  The board had
decided to delay acting upon that authority while the recently
announced transaction with DS Healthcare, Inc. is still pending.
However, if the Company does not achieve compliance by the end of
the second six month grace period, NASDAQ could provide notice that
its securities were subject to delisting from the NASDAQ Capital
Market.

A full-text copy of the Form 8-K report is available at:

                     http://is.gd/GRMxpm

                      About PhotoMedex

PhotoMedex, Inc., is a global health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients.  The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.

PhotoMedex and its subsidiaries has entered into a second
amended and restated forbearance agreement with the lenders that
are parties to the credit agreement dated May 12, 2014, and with JP
Morgan Chase, as administrative agent for the Lenders pursuant to
which the Lender have agreed to forbear from exercising their
rights and remedies with respect to certain events of default from
Aug. 25, 2014, until April 1, 2016, or earlier if an event of
default occurs, according to a document filed with the Securities
and Exchange Commission in March 2015.

Photomedex reported a net loss of $121 million on $164 million of
revenues for the year ended Dec. 31, 2014, compared to net income
of $18.4 million on $225 million of revenues for the year ended
Dec. 31, 2013.

As of June 30, 2015, the Company had $67.7 million in total assets,
$23.9 million in total liabilities and $43.8 million in total
stockholders' equity.

                        Bankruptcy Warning

"If, in the future, PhotoMedex is required to obtain similar
forbearance agreements as a result of our inability to meet the
terms of the credit agreement, there can be no assurance that those
forbearance agreements will be available on commercially reasonable
terms or at all.  If, as or when required, we are unable to repay,
refinance or restructure our indebtedness under those credit
facilities, or amend the covenants contained therein, the lenders
could elect to terminate their commitments under the credit
facilities and institute foreclosure proceedings against our
assets.  Under such circumstances, we could be forced into
bankruptcy or liquidation.  In addition, any additional events of
default or declaration of acceleration under one of those
facilities or the forbearance agreement could also result in an
event of default under one or more of these agreements.  Such a
declaration would have a material adverse impact on our liquidity,
financial position and results of operations," the Company stated
in its 2014 annual report.


PRESSURE BIOSCIENCES: Incurs $7.43 Million Net Loss in 2015
-----------------------------------------------------------
Pressure Biosciences, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
applicable to common shareholders of $7.43 million on $1.79 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss applicable to common shareholders of $6.25 million on
$1.37 million of total revenue for the year ended
Dec. 31, 2014.

As of Dec. 31, 2015, Pressure Biosciences had $1.80 million in
total assets, $9.78 million in total liabilities and a total
stockholders' deficit of $7.97 million.

MaloneBailey LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2015, citing that the Company has a working capital
deficit and has incurred recurring net losses and negative cash
flows from operations.  These conditions raise substantial doubt
about its ability to continue as a going concern.

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

                       http://is.gd/uiR4zq

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.


QUANTUM FUEL: Olive Press Managing Member Appointed to Board
------------------------------------------------------------
Quantum Corporation disclosed in a regulatory filing with the
Securities and Exchange Commission that effective as of April 1,
2016, Clifford Press, the managing member of Olive Press Partners,
LLC, has been appointed to the Board of Directors of the Company.
Mr. Press was appointed to the Board pursuant to the terms of the
settlement agreement, dated as of July 28, 2014, between Starboard
Value L.P., certain of its affiliates and the Company, to fill a
vacancy on the Board following the resignation of Phillip Black.
Mr. Press' appointment and service on the Board is subject to all
of the terms and conditions set forth in the Settlement Agreement.
Mr. Press has not been appointed to any committees of the Board.

He will participate in the Company's standard compensation and
benefits program for outside directors.  In addition, Mr. Press
entered into the Company's Director Change of Control Agreement and
the Company's Indemnification Agreement.

                      About Quantum Fuel

Lake Forest, California-based Quantum Fuel Systems Technologies
Worldwide, Inc., is an innovator, developer and producer of
compressed natural gas (CNG) fuel storage tanks and packaged fuel
storage systems for heavy-, medium-, and light-duty trucks and
passenger vehicles.  The Company also produces integrated vehicle
system technologies, including engine and vehicle control systems
and drivetrains.  It supplies its tanks and systems to truck and
automotive original equipment manufacturers and aftermarket and OEM
truck integrators worldwide.

Quantum Fuel filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 16-11202) on March 22, 2016.  The petition was
signed by Brian W. Olson as chief executive officer.  The Debtor
listed total assets of $23.10 million and total debts of $21.7
million.  Foley & Lardner LLP represents the Debtor as counsel.
Judge Mark S Wallace is assigned to the case.


QUIGLEY CO: Mintz Directed to File Memorandum on Jurisdiction
-------------------------------------------------------------
The Mintz Group LLC is conducting an investigation into the conduct
of Weitz & Luxenberg, PC, and Sheldon Silver, the former Speaker of
the New York State Assembly who was "of counsel" to Weitz.  Silver
was convicted following a jury trial in the United States District
Court for the Southern District of New York in connection with a
Superseding Indictment that charged Silver with fraudulent schemes
to deprive the public of his honest services, extortion and money
transactions involving crime proceeds.  Mintz filed an application
to obtain access to a schedule of clients represented by the
members of the former Ad Hoc Committee of Tort Victims ("AHC"), a
group that included Weitz. The schedule was supposed to be annexed
to a statement filed in 2004 on behalf of the AHC pursuant to
Federal Bankruptcy Rule 2019 by its counsel, Brown Rudnick Berlack
Israels LLP. According to Brown Rudnick, the schedule was not
attached to the filed Rule 2019 statement because it was too
voluminous. Instead, the Rule 2019 statement represented that the
schedule was available on request.

This appeared to be a simple matter but was not because there is no
evidence that Schedule A, at least in the form that the Rule 2019
statement suggested, was ever prepared. Thus, Mintz essentially
seeks to compel Brown Rudnick and/or the members of the AHC to
create Schedule A and provide access to Mintz. Mintz's application
raises two threshold questions: does the Court have subject matter
jurisdiction to grant the relief requested by Mintz, and if so,
does Mintz have standing to seek it?

In a Memorandum Decision and Order dated March 18, 2016, which is
available at http://is.gd/aARHFnfrom Leagle.com, Judge Stuart M.
Bernstein of the United States Bankruptcy Court for the Southern
District of New York directed Mintz to file a memorandum of law
within fourteen days of the date of the order, not exceeding 20
pages, to address the questions raised by the Court.  In the event
it does not, and absent an extension granted by the Court, the
Mintz Motion is deemed abandoned.  Brown Rudnick may file an
opposition of equal length within fourteen days of the receipt of
Mintz's brief. The Court will reserve decision on the merits
pending consideration of the threshold questions.

The case is In re: QUIGLEY COMPANY, INC., Chapter 11 (Confirmed),
Debtor, Case No. 04-15739(SMB)(Bankr. S.D.N.Y.).

Quigley Company, Inc., Debtor, is represented by Lawrence V.
Gelber, Esq. -- lawrence.gelber@srz.com -- Schulte Roth & Zabel
LLP, Victoria A. Lepore, Esq. -- victoria.lepore@srz.com -- Schulte
Roth & Zabel, LLP.

Quigley Asbestos PI Trust, Trustees of the Quigley Asbestos PI
Trust, Trustee, is represented by Rachael Anne Rowe, Esq. --
rrowe@kmklaw.com -- Keating Muething & Klekamp, PLL.

United States Trustee, U.S. Trustee, is represented by Tracy Hope
Davis, United States Trustee Office, Pamela Jean Lustrin, United
States Trustee, Andrea B. Schwartz, U.S. Department of Justice,
Greg M. Zipes, Office of the United States Trustee.

Unsecured Creditors Committee for Quigley Company, Inc., Creditor
Committee, is represented by Elihu Inselbuch, Esq. --
einselbuch@capdale.com -- Caplin & Drysdale, Chartered, Kevin C.
Maclay, Esq. -- kmaclay@capdale.com -- Caplin & Drysdale,
Chartered.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.
The district court ruling was upheld in the appeals court.

In August 2013, the U.S. District Court reaffirmed the June 28,
2013 U.S. Bankruptcy Court order confirming Quigley's Chapter 11
Plan of Reorganization.  Because this proceeding involved
asbestos-related litigation, both Bankruptcy and District Court
approval was required.


RCS CAPITAL: Cetera Debtors Want to Assume RSA
----------------------------------------------
Cetera Advisor Networks Insurance Services, et al. ("Cetera
Debtors") ask the U.S. Bankruptcy Court for the District of
Delaware for authorization to assume the amended Restructuring
Support Agreement between the Debtors and RCS Capital Corporation's
direct and indirect affiliates and the Company's key stakeholders
that are party to the Restructuring Support Agreement ("Supporting
Parties").

The Cetera Debtors contend that throughout the process that has led
to the restructuring contemplated under the terms of the
Restructuring Support Agreement, the Company and the Supporting
Parties have sought to protect the market reputation and
operational stability of the Debtors' core asset, the retail
broker-dealer business ("Retail Business"), which is operated
through non-debtor regulated broker-dealer and/or registered
investment adviser affiliates serving approximately 2.5 million
clients ("Regulated Entities").

The Restructuring Support Agreement provides for, among other
things:

     (a) an agreement among the Company and constituencies that
include holders of approximately 92.5% in principal face amount in
amount of the Company's first lien secured credit facility and
approximately 87.6% in principle face amount of the Company's
second lien secured credit facility and Luxor, which holds the
majority of the unsecured claims against the RCS Debtors, to
support the proposed Restructuring;

     (b) $150 million of new-money financing through a new DIP
Facility and Exit Facility provided by the Supporting Parties and
other lenders under the First Lien Facility and Second Lien
Facility to fund the administration of the Bankruptcy Cases and the
operations of the Company, including, importantly, the non-debtor
entities that make up the Retail Business;

     (c) an aggressive retention program for the Independent
Financial Advisors who provide financial advice and product sales
to Retail Business customers;

     (d) equitization of $50 million in face amount of each of the
First Lien Facility and the Second Lien Facility;

     (e) conversion of the Company's remaining obligations under
the First Lien Facility into obligations under a New Second Lien
Facility that will have a lower interest rate and longer tenor than
the existing First Lien Facility;

     (f) the funding of a trust for the benefit of unsecured
creditors ("Creditor Trust") with a combination of $12 million
cash, warrants and certain claims and causes of action to be
distributed ratably among the Debtors' unsecured Creditors;

     (g) the agreement to cap deficiency claims under the Second
Lien Facility at $103.2 million and forgo distributions on account
of such deficiency claims from the first $30 million of the
Creditor Trust's litigation assets and all of its non-litigation
assets; and

     (h) the financial and operational restructuring of the Company
into a going concern focused on its core Retail Business.

The Cetera Debtors relate that to support the uninterrupted
operation of the Retail Business throughout the Restructuring ???
with the Regulated Entities remaining outside of bankruptcy and
continuing to serve their clients in compliance with all applicable
regulatory capital, compliance with the customer protection rule
and other regulatory requirements -- the Restructuring Support
Agreement contemplates a carefully orchestrated, phased approach to
the bankruptcy filings of the Debtors.  They further tell the Court
that the first phase consisted of the RCS Debtors' filing their
chapter 11 cases with a pre-arranged plan of reorganization that
has the support of those debtors' major constituencies.  The Cetera
Debtors aver that the second phase ??? the filing of the Cetera
Debtors' chapter 11 cases with a prepackaged plan that impairs only
the claims under the prepetition secured credit facilities -- has
commenced.  They further aver that the Court has already approved
the relief that they seek through their Motion with respect to the
RCS Debtors, and that they move separately for the same relief due
to their delayed filings.

The Cetera Debtors, in their sound business judgment, seek to
assume the Restructuring Support Agreement to ensure that the
Restructuring and its component compromises proceed and are
effectuated as planned.

Cetera Advisor Networks Insurance Services, et al., are represented
by:

          Robert S. Brady, Esq.
          Edmon L. Morton, Esq.
          Robert F. Poppiti, Jr., Esq.
          Ian J. Bambrick, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          1000 North King Street
          Wilmington, DE 19801
          Telephone: (302)571-6600
          Facsimile: (302)571-1253
          E-mail: rbrady@ycst.com
                  emorton@ycst.com
                  rpoppiti@ycst.com
                  ibambrick@ycst.com

                - and -

          Michael J. Sage, Esq.
          Shmuel Vasser, Esq.
          Stephen M. Wolpert, Esq.
          Janet Bollinger Doherty, Esq.
          DECHERT LLP
          1095 Avenue of the Americas
          New York, NY 10036
          Telephone: (212)698-3500
          Facsimile: (212)698-3599
          E-mail: michael.sage@dechert.com
                  shmuel.vasser@dechert.com
                  stephen.wolpert@dechert.com
                  janet.bollinger@dechert.com

                   About RCS Capital Corporation

New York-based RCS Capital Corporation --
http://www.rcscapital.com/-- is a full-service investment firm  
focused on the individual retail investor.  With operating
subsidiaries primarily focused on retail advice and until the
completion of recently announced pending sales and divestiture of
its wholesale distribution and investment banking, the company's
business aims to capitalize, grow and maximize value for the
investment programs its distributes and the independent advisors
and clients it serves.

RCS Capital Corporation and 11 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to
16-10234) on Jan. 31, 2016.  The petitions were signed by David
Orlofsky as chief restructuring officer. The Debtors disclosed
total assets of $1.97 billion and total debts of $1.39 billion.

The Debtors have engaged Dechert LLP as general counsel, Young
Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper
Management, LLC as restructuring advisor, Lazard Freres & Co. LLC
as investment banker and Prime Clerk LLC as administrative advisor
and claims and noticing agent.


RENN FUND: Etude Capital Supports Liquidation, Dissolution
----------------------------------------------------------
Etude Capital, LLC, together with its affiliates and the other
participants in its solicitation, collectively the largest
stockholder of RENN Fund, Inc., with ownership of approximately
11.4% of the Company's outstanding shares, issued the following
statement regarding the news announcement that RENN's board
approved a plan of liquidation and dissolution.

According to Steven Stein, CEO of Etude Capital, "Etude strongly
supports this dissolution.  As large stockholders, we have enjoyed
a productive and collaborative dialogue with Russell Cleveland.  We
are confident that the Board has worked tirelessly to evaluate all
paths for the company and that a liquidation represents the best
outcome for stockholders."

Mr. Stein commented, "The swift distribution of fund assets will
unlock substantial shareholder value.  We also commend Mr.
Cleveland for recognizing our distribution plan and working to seek
shareholder approval as soon as possible.  We reiterate our
proposed plan of asset distribution as the most liquid and cost
effective."

Proposed Distribution Plan

Liquidate all securities related to PetroHunter Energy, Points
International, Charles and Colvard, and IDI Inc.

Issue a substantial cash dividend as well as a distribution of
shares in Apivio, FitLife Brands, and Bovie Medical.

Prioritize a sale of AnchorFree holdings for no less than $6.2 per
share.

Mr. Stein said, "We believe implementing these recommendations
would create substantial shareholder value and result in an implied
valuation of approximately $1.35 per RENN share."

                  About Etude Capital, LLC.

Etude Capital LLC is a private investment holding company
headquartered in Austin, Texas.  Founded in 2012, Etude follows a
value driven approach and seeks to unlock shareholder value in
special situations.


ROTONDO WEIRICH: Asks Removal of Real Estate Debtors From Caption
-----------------------------------------------------------------
Rotondo Weirich Enterprises, Inc., and its affiliated debtors ask
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
to partially terminate the joint administration of the cases and to
change the caption of the cases.

The Court approved a Settlement Agreement executed by debtors
Rotondo Weirich Enterprises, Inc. ("RWE"), Rotondo Weirich, Inc.
("RWI"), RW Motorsports, Inc. ("RW Motorsports"), Fontana
Automotive, Inc. ("Fontana"), and real estate debtors Three North
Pointe Associates ("3NP"), RW Lederach, LLC ("RW Lederach"), and RW
675, LLC ("RW 675") with Univest Bank and Trust Company and the
Official Committee of Unsecured Creditors.

The Debtors relate that the Settlement Agreement required, among
other things, the dismissal of the Chapter 11 cases of the Real
Estate Debtors upon the entry of a final and non-appealable Order
approving the Settlement Agreement.  The Debtors further relate
that the Court's Order approving the Settlement Agreement became
final and non-appealable on Feb. 24, 2016 and that the Court
dismissed the Chapter 11 cases of 3NP, RW Lederach and RW 675.

The Debtors request that the caption of their jointly administered
Chapter 11 cases include only Debtors Rotondo Weirich Enterprises,
Inc., Rotondo Weirich, Inc., RW Motorsports, Inc., RW Transport,
LLC and Fontana Automotive, Inc.

The Debtor's Motion is scheduled for hearing on April 27, 2016, at
11:00 a.m.

Rotondo Weirich Enterprises and its affiliated debtors are
represented by:

          Aris J. Karalis, Esq.
          Robert W. Seitzer, Esq.
          MASCHMEYER KARALIS P.C.
          1900 Spruce Street
          Philadelphia, PA 19103
          Telephone: (215)546-4500
          E-mail: AKaralis@cmklaw.com
                  RSeitzer@cmklaw.com

                      About Rotondo Weirich

Rotondo Weirich Enterprises, Inc. and five of its affiliates
Sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 -
15-16151) on Aug. 27, 2015.  The petition was signed by Steven J.
Weirich as president & CEO.  The Debtors disclosed total assets of
$8,667,885 and total liabilities of $10,452,860.  Maschmeyer
Karalis P.C. represents the Debtors.

On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3,
appointed Grant Brooker, general counsel of Bennett Motor Express
LLC; Brett Smith, business manager of Bragg Companies; and Max
Helser, president of Helser Industries Inc., to serve on the
official committee of unsecured creditors.  On Oct. 15, 2015,
another unsecured creditor, Mi-Jack Products Inc. Vice-President
Jack Wepfer, was appointed to serve on the panel.

The unsecured creditors' committee is represented by Reed Smith
LLP.

Judge Eric L. Frank ordered directing joint administration of the
Debtors' cases.


RPP LLC: Ferrones' Bid for Stay Pending Appeal Denied
-----------------------------------------------------
Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western
District of Pennsylvania denied the amended motion filed by Rock
and Marcia Ferrone for a stay pending its appeal of the order
dismissing RPP, LLC's Chapter 11 Plan.

In March 2015, parties to the bankruptcy cases of RPP, LLC and Rock
Airport of Pittsburgh, LLC, and the associated adversary
proceedings, sought judicial mediation to pursue a global
settlement of the numerous matters pending before the court.  Among
these matters were the competing disclosure statements and plans
filed in RPP's bankruptcy case by RPP and Trib Real Estate Company.
Rock Ferrone, the equity security holder of RPP, were among the
parties directed to participate in mediation.

At a Feb. 17, 2016 hearing, the bankruptcy court ruled on the
record that, following a thorough review of the mediation record,
a global settlement was achieved.  The mediation report was adopted
and incorporated into the ruling and RPP's Plan was dismissed.  A
Motion for Order Enforcing Settlement Agreement, or in the
Alternative, Setting Aside Agreement Due to No Meeting of the Minds
that was filed by the Ferrones a day before the February 17, 2016
hearing was denied as moot.

On Feb. 22, 2016, the Ferrones filed a notice of appeal with
respect to the orders dismissing RPP's plan and denying their
motion to enforce as moot.  The Ferrones also sought a stay pending
appeal.

Judge Bohm found that the Ferrones failed to meet their burden to
obtain a stay pending appeal.  The judge found that the Ferrones
were unlikely to succeed on the merits and that they have failed to
demonstrate that they will suffer irreparable harm absent a stay.
Judge Bohm also found that the speculative harm to the Ferrones if
the case proceeds does not outweigh the harm to other parties in
the event a stay is granted.  Lastly, as RPP is a source of
electrical power for those at the business park, Judge Bohm found
it is in the public interest for the case to proceed in order to
provide a reliable source of electricity for those who rely on it.

The case is IN RE: RPP, LLC, Chapter 11, Debtor. ROCK FERRONE and
MARCIA FERRONE, Movants, v. RPP, LLC, THE TRIB TOTAL MEDIA, INC.,
NATALIE CARDIELLO, AS TRUSTEE OF RAP, LLC, MANAGEMENT SCIENCE
ASSOCIATES, INC., AND THOMAS P. REILLY, P.C., Respondents,
Bankruptcy No. 13-20868-CMB (Bankr. W.D. Pa.).

A full-text copy of Judge Bohm's Feb. 22, 2016 memorandum opinion
is available at http://is.gd/vz9o2Jfrom Leagle.com.

RPP, LLC is represented by:

          Robert O Lampl, Esq.
          960 Penn Avenue, Suite 1200
          Pittsburgh, PA 15222
          Tel: (412)392-0330
          Fax: (412)392-0335

               - and -

          Thomas E. Reilly, Esq.
          THOMAS E. REILLY, PC
          2200 Georgetown Drive
          Waterfront Corporate Park, Building Two, Suite 403
          Sewickley, PA 15143-8797

               - and -

          Elliott J. Schuchardt, Esq.
          SCHUCHARDT LAW FIRM
          U.S. Steel Tower, Suite 660
          600 Grant Street
          Pittsburgh, PA 15219
          Tel: (412) 414-5138
          Fax: (412) 428-9080
          E-mail: elliott016@gmail.com


RYNARD PROPERTIES: Court Issues Final Decree Order
--------------------------------------------------
Hon. Jennie D. Latta of the U.S. Bankruptcy Court for the Western
District of Tennessee, Western Division, upon finding that the
estate of Rynard Properties Ridgecrest, LP, has been fully
administered, and the deposit required has been distributed
accordingly, orders the Debtor's Chapter 11 case closed, and
further orders the Reorganized Debtor or other responsible person
to pay any outstanding quarterly fees and file any outstanding
reports within 30 days from the entry of the Final Decree.

The Debtor has made a request that the Court enter a final decree
closing its estate after the substantial consummation of the plan
as deposits required by the plan have been distributed, and those
property proposed by the plan to be transferred had been
transferred, while the Debtor or the successor of the Debtor under
plan has assumed the business or the management of the property
dealt with by the plan, and payments under plan have commenced, and
all motions, contested matters and adversary proceedings have been
resolved.

Rynard Properties Ridgecrest, LP, is represented by:

     Toni Campbell Parker, Esq.
     615 Oakleaf Office Lane #201
     Memphis, TN 38117
     Telephone: (901) 683-0099
     Email: Tparker002@att.net

              About Rynard Properties Ridgecrest

Rynard Properties Ridgecrest LP is a Tennessee limited partnership.
Its principal place of business is 2881 Rangeline Road, Memphis,
TN 38127, and the Debtor operates a 256 unit multifamily apartment
complex of Section 8 housing named Ridgecrest Apartments and
currently has TESCO operating the complex as leasing agent.

Rynard filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn.
Case No. 14-22674) on March 13, 2014.  John Bartle signed the
petition as secretary/treasurer of Ridgecrest LLC, general partner
of the Debtor.  

In its schedules, the Debtor disclosed $16.2 million in total
assets and $8.73 million in total liabilities.  

Toni Campbell Parker serves as the Debtor's counsel.

Judge Jennie D. Latta oversees the case.

The U.S. Trustee for Region 8 was unable to appoint an official
committee of unsecured creditors.


SAITO BROS: Stay on Washington County Property Terminated
---------------------------------------------------------
Judge Terry L. Myers of the U.S. Bankruptcy Court for the District
of Idaho overruled the chapter 7 trustee's objection to the motion
for relief from stay filed by creditor Mark B. Perry.

On Jan. 27, 2016, Perry filed a motion for relief from the Section
362(a) stay regarding certain real property located in Washington
County, Idaho.  Perry specifically brought the motion under Section
362(d)(2)(A) and (B), alleging that there was no equity in that
property and it was not necessary to an effective organization.

On Feb. 26, Saito Bros Inc.'s chapter 11 case was converted to
chapter 7.  On March 4, Perry requested entry of an order on his
motion, contending that the stay terminated by operation of Section
362(e).  The chapter 7 trustee, Janine Reynard, filed an objection
to the request for entry and to the motion itself, arguing that,
even though no order continuing the stay in effect was entered
within the 30-day period of Section 362(e), the Feb. 26 order of
conversion occurred within such period.

Judge Myers found that the Trustee's own objection effectively
conceded the propriety of relief under Section 362(d)(2)(A) and
(B).  The judge noted that the Trustee's analysis showed there is
no "equity" in the property as that term is used in Section
362(d)(2)(A) and that there is, perforce, no "reorganization" now
that the case is in chapter 7.

The case is IN RE SAITO BROS INC., Chapter 7, Debtor, Case No.
16-00064-TLM (Bankr. D. Idaho).

A full-text copy of Judge Myers' March 16, 2016 summary decision is
available at http://is.gd/Sur7aofrom Leagle.com.

Saito Bros Inc is represented by:

          John Michael Karass, Esq.
          JOHN M. KARASS, ESQ., PLLC
          6126 W. State St. Ste. 513
          Boise, ID 83703
          Tel: (208)412-3581
          Fax: (208)545-0455

The U.S. Trustee is represented by:

          David Wayne Newman, Esq.
          OFFICE OF THE US TRUSTEE US DEPT.
          720 Park Boulevard Suite 220
          Boise, ID 83712
          Tel: (208)334-1300
          Fax: (208)334-9756


SILVERLINE CUSTOM: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Silverline Custom Farms, LLC
        2643 Leyshon Rd
        American Falls, ID 83211

Case No.: 16-40277

Chapter 11 Petition Date: April 6, 2016

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Hon. Jim D Pappas

Debtor's Counsel: Sarah B. Bratton, Esq.
                  MARTELLE, BRATTON & ASSOCIATES, P.A.
                  873 E State St
                  Eagle, ID 83616
                  Tel: 208-938-8500
                  Fax: 208-938-8503
                  E-mail: sarah@martellelaw.com

Total Assets: $530,234

Total Liabilities: $1.70 million

The petition was signed by Jonathan Adamson, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/idb16-40277.pdf


SPORTS AUTHORITY: Has Until April 15 to File Schedules
------------------------------------------------------
U.S. Bankruptcy Judge Mary Walrath has given Sports Authority
Holdings Inc. and its affiliates until April 15, 2016, to file
their schedules of assets and liabilities and statements of
financial affairs.

                About Sports Authority Holdings

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.


SPORTS AUTHORTY: Macy's Joins Frost Brown's Landlord Group
----------------------------------------------------------
Complying with their obligations under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, two law firms disclosed that they
represent more than one of Sports Authorities' landlords in the
retailer's chapter 11 cases.  The landlords are:

          WP Glimcher
          180 East Broad Street
          Columbus, Ohio 43215

               -and-

          CP Pembroke Pines
          c/o Select Strategies Realty Corporation
          5770 Hoffner Avenue, Suite 102
          Orlando, Florida 32822

               -and-

          Macy's
          7 West Seventh Street
          Cincinnati, OH 45202

The lawyers are:

          Leslie C. Heilman, Esq.
          BALLARD SPAHR LLP
          919 N. Market Street, 11th Floor
          Wilmington, DE 19801
          Telephone: (302) 252-4465
          E-mail: heilmanl@ballardspahr.com

               -and-

          Ronald E. Gold, Esq.
          FROST BROWN TODD LLC
          3300 Great American Tower
          301 East Fourth Street
          Cincinnati, OH 45202
          Telephone: (513) 651-6800
          E-mail: rgold@fbtlaw.com

The landlords don't support bidding procedures Sports Authority has
proposed to sell substantially all of its assets.  

                 About Sports Authority Holdings

Sports Authority Holdings, et al., are sporting goods retailers
with roots dating back to 1928.  The Debtors currently operate 464
stores and five distribution centers across 40 U.S. states and
Puerto Rico.  The Debtors offer a broad selection of goods from a
wide array of household and specialty brands, including Adidas,
Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and
Fitness, Nike, The North Face, and Under Armour, in addition to
their own private label brands.  The Debtors employ 13,000 people.

Sports Authority and six of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to
16-10533) on March 2, 2016.  The petitions were signed by Michael
E. Foss as chairman & chief executive officer.

The Debtors have engaged Gibson, Dunn & Crutcher LLP as general
counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel,
Rothschild Inc. as investment banker, FTI Consulting, Inc., as
financial advisor and Kurtzman Carson Consultants LLC as notice,
claims, solicitation, balloting and tabulation agent.  Lawyers at
Pachulski Stang Ziehl & Jones LLP represent the Official Committee
of Unsecured Creditors.



SPRINGLEAF FINANCE: S&P Assigns 'B' Rating on $400MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
issue-level rating on Springleaf Finance Corp.'s issuance of
four-year $400 million senior unsecured notes.  The rating is the
same as that on the company's existing senior unsecured notes.
Springleaf intends to use the net proceeds from the offering for
general corporate purposes, which may include debt repurchases and
repayments.  The issuer credit rating on Springleaf (d.b.a. OneMain
Holdings Inc.) remains 'B'.

S&P's rating outlook on Springleaf remains negative, reflecting the
company's high leverage and uncertainty over how quickly it will be
able to rebuild its tangible equity to support its debt balance.
However, S&P expects the combined group's earning capacity and
capital retention plans should lower leverage below 12x by the end
of 2017.  The company recently made progress on deleveraging
through its sale of its SpringCastle portfolio.  At the same time,
S&P recognizes that unexpected charges to earnings or an increase
in credit losses could prolong the company's deleveraging plans.

RATINGS LIST

Springleaf Finance Corp.
Issuer Credit Rating            B/Negative/--

New Rating

Springleaf Finance Corp.
Senior Unsecured
  $400 mil. notes due 2020       B



STEREOTAXIS INC: Regains Compliance with Minimum Bid Price Rule
---------------------------------------------------------------
Stereotaxis, Inc., received notification from the Nasdaq Stock
Market that the Company has regained compliance with listing Rule
5550(a)(2), as the bid price of the Company's common stock closed
at $1.00 per share or more for at least ten consecutive business
days prior to April 5, 2016, according to a Form 8-K report filed
with the Securities and Exchange Commission.

Previously, on Jan. 20, 2016, the Company received a written
deficiency notice from Nasdaq advising the Company that it was not
in compliance with the Minimum Bid Price Rule because the bid price
of the Common Stock closed below the minimum $1.00 per share for 30
consecutive business days prior to the date of the letter. Since
the Company has regained compliance with the Minimum Bid Price
Rule, Nasdaq advised in its April 5 letter that it considers this
matter to be closed.

                        About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

Stereotaxis reported a net loss of $7.35 million on $37.67 million
of total revenue for the year ended Dec. 31, 2015, compared to a
net loss of $5.20 million on $35.01 million of total revenue for
the year ended Dec. 31, 2014.

As of Dec. 31, 2015, Stereotaxis had $19.22 million in total
assets, $36.85 million in total liabilities and a total
stockholders' deficit of $17.62 million.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2015, Ernst & Young LLP, in St. Louis,
Missouri, issued a "going concern" qualification stating that
the Company has incurred recurring losses from operations and has a
net capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


SUNDEVIL POWER: Schedules $248.8M in Assets, $239.3M in Debt
------------------------------------------------------------
Sundevil Power Holdings LLC disclosed $248,846,449 in assets and
$239,334,754 in liabilities in its schedules of assets and
liabilities:

   Name of Schedule                   Assets       Liabilities
   ----------------                   ------       -----------
A. Real Property                $239,556,039
B. Personal Property              $9,290,410           
C. Property Claimed as Exempt
D. Creditors Holding
   Secured Claims                                 $233,771,278
E. Creditors Holding Unsecured
   Priority Claims                                  $2,756,061
F. Creditors Holding Unsecured
   Non-priority Claims                              $2,807,413
                               --------------   --------------
TOTAL                            $248,846,449     $239,334,754

A copy of the company's schedules is available without charge at
http://is.gd/PPi7AT

                      About Sundevil Power

Merchant power generators Sundevil Power Holdings, LLC and SPH
Holdco LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case Nos. 16-10369 and 16-10370,
respectively), on Feb. 12, 2016. The petitions were signed by Blake
M. Carlson as authorized signatory.

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

The Debtors have engaged Vinson & Elkins LLP as legal counsel,
Drinker Biddle & Reath LLP as Delaware counsel, and Garden City
Group as claims and noticing agent.

Judge Kevin J. Carey is assigned to the case.


TANGO TRANSPORT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tango Transport, LLC
          aka Tango Transport, Inc.
        2933 BelClaire Drive
        Frisco, Tx 75034

Case No.: 16-40642

Chapter 11 Petition Date: April 6, 2016

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

Debtor's Counsel: Keith William Harvey, Esq.
                  THE HARVEY LAW FIRM, P.C.
                  6510 Abrams Road, Suite 280
                  Dallas, TX 75231
                  Tel: 972-243-3960
                  Fax: 972-241-3970
                  E-mail: harvey@keithharveylaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by B.J. Gorman, president of Gorman Group,
Inc., sole member of Debtor.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb16-40642.pdf


TENHAWK INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tenhawk, Inc.
           fka Haakinson, Inc.
           dba Club XS
           dba Crack'd Pot Restaurant
           fka Haakinson Private Club, Inc.
        1089 East Highway 40
        Vernal, UT 84078

Case No.: 16-22804

Chapter 11 Petition Date: April 6, 2016

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Kimball R. Mosier

Debtor's Counsel: Andres' Diaz, Esq.
                  DIAZ & LARSEN
                  307 West 200 South, Suite 2004
                  Salt Lake City, UT 84101
                  Tel: (801) 596-1661
                  Fax: (801) 359-6803
                  E-mail: courtmail@adexpresslaw.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Annette Haakinson, managing member.

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


TRICORBRAUN INC.: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating of TricorBraun Inc. Moody's
also affirmed all instrument ratings, including the B1 senior
secured term loan due in 2018 which includes an incremental $25
million. Proceeds from the loan, as well as cash on the balance
sheet and a small revolver draw, will be used to finance an
acquisition and pay related fees and expenses. The transaction is
expected to close in April 2016.

TricorBraun Inc.

-- Affirmed Corporate Family Rating, B2

-- Affirmed Probability of Default Rating, B2-PD

-- Affirmed $75 million Senior Secured Revolving Credit Facility
    due 2018, B1 (LGD 3)

-- Affirmed $505 million (includes $25m add-on) Senior Secured
    Term Loan due 2018, B1 (LGD 3)

The ratings outlook is stable.

The ratings are subject to the transaction closing as proposed and
the receipt and review of the final documentation.

RATINGS RATIONALE

The affirmation of the B2 corporate family rating and stable
outlook reflects pro forma credit metrics that remain within the
rating triggers and an expectation of continued strong cash
generation. The company's pro forma credit metrics are expected to
remain within the rating category since the acquisition will be
funded with both debt and cash on hand and a significant amount of
free cash flow is expected to be used for debt reduction by year
end. TricorBraun has a history of strong free cash generation due
to its business model which is expected to continue going forward.
While the financial covenant on TricorBraun's credit facility is
projected to get relatively tight due to the step downs through
2016 and partial debt funding for an acquisition, the company is
expected to build a more comfortable cushion within the next 12
months (mid 2017) given its strong free cash generation. However,
Moody's notes that the company will need to execute on its
operating and integration plans and improve the covenant cushion as
projected in order to maintain its ratings and outlook.

The B2 Corporate Family Rating reflects TricorBraun's overall
credit metrics, value-added services and scale relative to
competitors despite its small revenue base. The rating also
reflects the company's historically strong margins for the rating
category, ability to profit from volume aggregation and free cash
generation ability inherent in the distribution model. The company
also has long-standing relationships with many of its customers.

The rating is constrained by the company's exposure to some more
cyclical end markets, a largely commodity-like product line and
potential disintermediation risk in the industry. The rating is
further constrained by the company's lack of contracts and low
switching costs. TricorBraun's acquisitiveness and financial
aggressiveness also pose risks to the company's credit profile.

The ratings could be upgraded if there is evidence of a sustained
improvement in credit metrics within the context of a stable
operating profile and competitive position. An upgrade would also
require the maintenance of a balanced financial profile and
adequate liquidity. Specifically, the ratings could be upgraded if
funds from operations to debt increases to over 10.5%, debt to
EBITDA declines below 5.5 times and/or EBITDA to interest expense
increases to over 3.3 times.

The ratings could be downgraded if there is deterioration in the
credit metrics, decline in the operating and competitive
environment, and/or a deterioration in the company's liquidity
position including projected cushion under its covenant. The
financial covenant on TricorBraun's credit facility is projected to
get relatively tight due to the partial debt funding for the
acquisition and the step downs through 2016 so the company will
need to build a more comfortable cushion within the next 12 months
(mid 2017) to maintain its ratings and outlook. The ratings could
also be downgraded if the company undertakes a large, debt-financed
acquisition, if there are significant integration difficulties with
any acquired entities and/or further debt financed dividends.
Specifically, the ratings could be downgraded if funds from
operations to debt declines below 8.5%, debt to EBITDA rises above
5.8 times and/or EBITDA to interest expense declines below 2.7
times.

Based in St. Louis, Missouri, TricorBraun Inc. is a distributor of
rigid packaging, with extensive capabilities in package design and
engineering, logistics, and international sourcing. The product
line includes plastic and glass bottles, sprayers, dispensers,
closures, pails, tubes, drums and other items. End markets include
personal care, healthcare, food, industrial and household
chemicals, and wine. The wine segment accounted for approximately
15% of sales. TricorBraun is a portfolio company of CHS Capital and
a significant percentage of stock is owned by management. Revenues
for the twelve months ended December 31, 2015 were approximately
$911 million.



VENOCO INC: Hires Bracewell as Bankruptcy Attorneys
---------------------------------------------------
Venoco, Inc., et al., seek authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Bracewell LLP as attorneys,
nunc pro tunc to March 18, 2016.

The Debtor requires Bracewell to:

   (1) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued management and
       operation of their businesses and properties;

   (2) advise and consult on the conduct of the chapter 11 cases,
       including all of the legal and administrative requirements
       of operating in chapter 11;

   (3) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

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

   (5) prepare pleadings in connection with the chapter 11 cases,
       including motions, applications, answers, orders, reports,
       and papers necessary or otherwise beneficial to the
       administration of the Debtors' estates;

   (6) represent the Debtors in connection with obtaining
       authority to continue using cash collateral and
       postpetition financing;

   (7) advise the Debtors in connection with any potential sale
       of assets;

   (8) appear before the Court and any appellate courts to
       represent the interests of the Debtors??? estates;

   (9) advise the Debtors regarding tax matters;

   (10) take any necessary action on behalf of the Debtors to
        negotiate, prepare, and obtain approval of a disclosure
        statement and confirmation of a chapter 11 plan and all
        documents related thereto; and

   (11) perform all other necessary legal services for the
        Debtors in connection with the prosecution of these
        chapter 11 cases, including (i) analyzing the Debtors???
        leases and contracts and the assumption and assignment
        thereof; (ii) analyzing the validity of liens against the
        Debtors; and (iii) advising the Debtors on  corporate and
        litigation matters.

Bracewell will be paid at these hourly rates:

   Billing Category                Range

     Partners                      $750-$1,050
     Counsel/Associates            $385-$760
     Paraprofessionals             $300-$310

On January 14, 2016, Debtors paid a $250,000 retainer to
Bracewell.

The following professionals presently are expected to have primary
responsibility for providing services to the Debtors: Robert G.
Burns ($1,050.00), Robin J. Miles ($975.00), Mark E. Dendinger
($685.00) and Rebekah T. Scherr ($455.00).

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

The following is provided in response to the request for additional
information as follows:

   -- Bracewell was retained by the Debtors pursuant to the
      Engagement Agreement dated December 29, 2015. The material
      terms of the prepetition engagement are the same as terms
      described in the Burns Declaration.

   -- The Debtors will be approving a prospective budget and
      staffing plan for Bracewell???s engagement for the
      postpetition period as appropriate. The budget may be
      amended as necessary to reflect changed or unanticipated
      circumstances.

Robert G. Burns, partner at Bracewell LLP assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Bracewell can be reached at:

     Robert G. Burns, Esq.
     Robin J. Miles, Esq.
     Mark E. Dendinger, Esq.
     Rebekah T. Scherr, Esq.
     BRACEWELL LLP
     1251 Avenue of the Americas, 49th Floor
     New York, NY 10020-1104
     Tel: (212) 508-6100
     Fax: (800) 404-3970
     E-mail: Robert.Burns@bracewell.com
             robin.miles@bracewelllaw.com
             mark.dendinger@bracewelllaw.com
             rebekah.scherr@bracewelllaw.com

               About Venoco Inc.

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VENOCO INC: Hires Morris Nichols as Bankruptcy Co-counsel
---------------------------------------------------------
Venoco, Inc., et al., seek authority from the U.S. Bankruptcy Court
for the District of Delaware to employ Morris Nichols Arsht &
Tunnell LLP as bankruptcy co-counsel, nunc pro tunc to March 18,
2016.

Venoco Inc. requires Morris Nichols to:

   a. perform all necessary services as the Debtors??? Delaware
      bankruptcy co-counsel, including, without limitation,
      providing the Debtors with advice, representing the
      Debtors, and preparing necessary documents on behalf of the
      Debtors in the areas of restructuring and bankruptcy;

   b. coordinate with Bracewell in representing the Debtors in
      connection with these cases;

   c. take all necessary actions to protect and preserve the
      Debtors??? estates during these chapter 11 cases, including
      the prosecution of  actions by the Debtors, the defense of
      any actions commenced  against the Debtors, negotiations
      concerning litigation in which the  Debtors are involved,
      and objecting to claims filed against the  estates;

   d. prepare or coordinate preparation on behalf of the Debtors,
      as debtors in possession, any necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of these chapter 11
      cases;

   e. counsel the Debtors with regard to their rights and
      obligations as debtors in possession; and

   f. perform all other necessary legal services.

Morris Nichols will be paid at these hourly rates:

     Partners                                $575-975
     Associates and Special Counsel          $330-625
     Paraprofessionals                       $275-315
     Case Clerks                             $155

On January 15, 2016, Morris Nichols received a payment of $50,000
as an advance fee for services to be rendered and expenses to be
incurred in connection with Morris Nichols??? representation of the
Debtors. Morris Nichols received additional advance payments of
$27,568.90 on March 15, 2016 and $33,822.70 on March 16, 2016.
Morris Nichols applied the following amounts on the following dates
against the Advance: $14,525.50 (February 17, 2016), $12,943.40
(March 15, 2016), and $8,103.70 (March 16, 2016). Accordingly, as
of the Petition Date Morris Nichols held a balance of $75,719.00 as
an advance payment for services to be rendered and expenses to be
incurred in connection with its representation of the Debtors.

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

The following is provided in response to the request for additional
information as follows:

   -- Morris Nichols was retained by the Debtors pursuant to the
      Engagement Agreement dated January 11, 2016.  The material
      terms of the prepetition engagement are the same as terms
      described in the Dehney Declaration.

   -- The Debtors will be approving a prospective budget and
      staffing plan for Morris Nichols??? engagement for the
      postpetition period as appropriate. The budget may be
      amended as necessary to reflect changed or unanticipated
      circumstances.

Robert J. Dehney, partner at Morris Nichols Arsht & Tunnel, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Morris Nichols can be reached at:

     Robert J. Dehney, Esq.
     MORRIS NICHOLS ARSHT & TUNNELL LLP
     1201 North Market Street, 16th Floor
     Wilmington, DE 19899
     Tel: (302) 658-9200
     Fax: (302) 658-3989
     E-mail: rdehney@mnat.com

            About Venoco Inc.

Headquartered in Denver, Colorado, Venoco, Inc., Denver Parent
Corporation, TexCal Energy (LP) LLC, Whittier Pipeline Corporation,
TexCal Energy (GP) LLC, Ellwood Pipeline, Inc., and TexCal Energy
South Texas, L.P. are independent energy companies primarily
focused on the acquisition, exploration, production and development
of oil and gas properties in California.  As of the Petition Date,
the Debtors held interests in approximately 72,053 net acres in
California, of which 48,836 are developed.

Venoco, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr.
D. Del. Proposed Lead Case No. 16-10655) on March 18, 2016. Scott
M. Pinsonnault signed the petition as chief financial officer and
chief restructuring officer.

The Debtors estimated assets in the range of $100 million to $500
million and debts in the range of $500 million to $1 billion.

The Debtors have hired Morris, Nichols, Arsht & Tunnell, LLP and
Bracewell LLP as counsel; PJT Partners LP as financial advisor;
Deloitte LLP as restructuring advisor; Ernst & Young LLP as
independent auditor and tax advisor; and BMC Group, Inc. as notice,
claims and balloting agent.

Hon. Kevin Gross has been assigned the cases.


VERSO CORP: Court OKs Joint Administration of Chapter 11 Cases
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the joint administration of the Chapter 11 cases of Verso
Corporation, et al., for procedural purposes only.

Cases will be jointly administered under Verso Corporation, Case
No. 16-10163.

                     About Verso Corporation

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  It employs approximately 5,200
personnel.

Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The petitions were signed by David Paterson, the president and
CEO.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.

The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.


VERSO CORP: Wants to Hire Prime Clerk as Administrative Agent
-------------------------------------------------------------
Verso Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Prime Clerk LLC as
administrative agent, nunc pro tunc to the Petition Date.

Prime Clerk will, among other things:

   a) prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;

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

   c) provide a confidential data room, if requested.

Michael J. Frishberg, the co-president and chief operating officer
of Prime Clerk, tells the Court that the fees Prime Clerk will
charge in connection with providing services to the Debtors are set
forth in the Engagement Agreement.  The Debtors respectfully submit
that Prime Clerk???s rates are competitive and comparable to the
rates its competitors charge for similar services.  Additionally,
Prime Clerk will seek reimbursement for reasonable expenses in
accordance with the terms of the Engagement Agreement.

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

                     About Verso Corporation

Verso Corporation claims to be the leading North American producer
of coated papers, which are used primarily in magazines, catalogs,
high-end advertising brochures and annual reports, among other
media and marketing publications.  It employs approximately 5,200
personnel.

Verso Corporation and 26 of its affiliates, including NewPage
Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del.
Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016.
The petitions were signed by David Paterson, the president and
CEO.

The Debtors disclosed total assets of $2.9 billion and total debts
of $3.87 million.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel,
Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners
L.P. as investment banker, Alvarez & Marsal North America, LLC as
financial advisor and Prime Clerk LLC as claims and noticing
agent.

The U.S. Trustee for Region 3 has appointed seven creditors of
Verso Corp. and its affiliates to serve on the official committee
of unsecured creditors.


WARREN RESOURCES: Provides Update on Debt Restructuring
-------------------------------------------------------
Warren Resources, Inc. continues to engage in discussions with its
first lien lender, second lien lender and an ad hoc group of
unsecured noteholders, regarding a restructuring of its debt
obligations, which may occur as an out-of-court restructuring or
pursuant to a bankruptcy court proceeding.  In either event, Warren
has focused such discussions on its preference for a consensual
restructuring with these stakeholders.  The lender under Warren's
first lien credit facility has made a proposal for a viable
post-restructuring capital structure that would be acceptable to
Warren because it would result in deleveraging the company by
converting a substantial amount of its debt to equity.  Warren has
presented this proposal to the lender under its second lien credit
facility and to the holders of more than 95% in principal amount of
its unsecured notes.  However, an agreement among all three
categories of creditors has not been reached.  Consequently, Warren
is evaluating strategies to expedite achievement of a comprehensive
restructuring of its capital structure, including the possibility
and features of a voluntary bankruptcy proceeding.

Dominick D'Alleva, Chairman of Warren's board of directors,
commented, "We are hopeful that Mr. Watt will be able to bring all
parties together to complete an out-of-court restructuring or a
prepackaged or pre-negotiated bankruptcy filing, but if our
creditors fail to reach a timely agreement, we look to Jim's
leadership and extensive restructuring background to guide us
through a bankruptcy proceeding on terms that are acceptable to our
first lien lender and that preserve and maximize value available
for our stakeholders."

As of March 31, 2016, Warren's first lien creditors held debt of
approximately $235 million in principal amount, second lien
creditors held debt of approximately $52 million in principal
amount, and investors held approximately $167 million principal
amount of Warren's unsecured senior notes.  On March 31, 2016,
Warren's cash position was $16.85 million, of which $10.04 million
is in a restricted account under the control of the lender under
its first lien credit facility.

Warren elected to not make the approximately $7.5 million interest
payment due February 1, 2016 on its unsecured senior notes.  The
applicable 30-day grace period for such interest payment has
expired, and consequently an event of default under the indenture
governing such notes has occurred and is continuing.  This status
gives the indenture trustee and the holders of not less than 25% in
aggregate principal amount of the unsecured notes the right declare
the entire principal amount of the notes plus accrued and unpaid
interest due and payable.  In addition, this status has resulted in
events of default under Warren's first lien credit facility and its
second lien credit facility, entitling the administrative agents
and lead lenders thereunder to declare all obligations under those
credit facilities to be immediately due and payable.  However, thus
far, no such acceleration of Warren's debt obligations has
occurred.

Warren's advisors with respect to its debt restructuring are
Andrews Kurth LLP (as restructuring counsel) and Jefferies LLC (as
financial advisor).

Chief Restructuring Officer

In light of the possible necessity of a bankruptcy proceeding,
Warren's board of directors recently named James A. Watt as
Warren's Chief Restructuring Officer, to serve in that position in
addition to his other positions as the company's President and
Chief Executive Officer.

Mr. Watt stated, "We will continue working with all parties in the
hope of accomplishing an out-of-court restructuring.  However, we
must make a determination in the very near future as to whether
this path is achievable, and if not, we will prepare to complete
the restructuring process through a bankruptcy.  In my estimation,
a bankruptcy proceeding without the consent of both our lenders
under our secured credit facilities, and the investors in our
unsecured notes, will likely result in holders of our unsecured
notes, and even our second lien lender, having their claims
completely wiped out.  Nevertheless, we remain hopeful that
negotiations among our creditors can result in an expeditious
solution that maximizes preservation of value for all our
stakeholders."

                    About Warren Resources

Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves.  It is primarily focused on the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.

At Dec. 31, 2015, Warren had $234,462,000 in total assets against
$558,026,000 in total liabilities and total stockholders' deficit
of $323,564,000.


WARREN RESOURCES: Warns of Bankruptcy, Names CRO
------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that executives at Warren Resources Inc., an oil and gas
producer in southwestern Wyoming, have accepted a restructuring
deal with lenders owed about $235 million but still need consent
from lower-ranking ones.

According to the report, Warren Resources officials said the
company's second-lien lenders, which are organized by Cortland
Capital Market Services LLC, have yet to accept the proposal that
would "result in deleveraging the company by converting a
substantial amount of its debt to equity." The second-lien group
was owed about $52 million as of March 31, the release said.

The press release stated: "Warren Resources, Inc. (Nasdaq:WRES)
continues to engage in discussions with its first lien lender,
second lien lender and an ad hoc group of unsecured noteholders,
regarding a restructuring of its debt obligations, which may occur
as an out-of-court restructuring or pursuant to a bankruptcy court
proceeding.  In either event, Warren has focused such discussions
on its preference for a consensual restructuring with these
stakeholders.  The lender under Warren???s first lien credit
facility has made a proposal for a viable post-restructuring
capital structure that would be acceptable to Warren because it
would result in deleveraging the company by converting a
substantial amount of its debt to equity.  Warren has presented
this proposal to the lender under its second lien credit facility
and to the holders of more than 95% in principal amount of its
unsecured notes.  However, an agreement among all three categories
of creditors has not been reached.  Consequently, Warren is
evaluating strategies to expedite achievement of a comprehensive
restructuring of its capital structure, including the possibility
and features of a voluntary bankruptcy proceeding.

"Dominick D'Alleva, Chairman of Warren's board of directors,
commented, "We are hopeful that Mr. Watt will be able to bring all
parties together to complete an out-of-court restructuring or a
prepackaged or pre-negotiated bankruptcy filing, but if our
creditors fail to reach a timely agreement, we look to Jim's
leadership and extensive restructuring background to guide us
through a bankruptcy proceeding on terms that are acceptable to our
first lien lender and that preserve and maximize value available
for our stakeholders."

"As of March 31, 2016, Warren???s first lien creditors held debt of
approximately $235 million in principal amount, second lien
creditors held debt of approximately $52 million in principal
amount, and investors held approximately $167 million principal
amount of Warren's unsecured senior notes.  On March 31, 2016,
Warren's cash position was $16.85 million, of which $10.04 million
is in a restricted account under the control of the lender under
its first lien credit facility.

"Warren elected to not make the approximately $7.5 million interest
payment due February 1, 2016 on its unsecured senior notes.  The
applicable 30-day grace period for such interest payment has
expired, and consequently an event of default under the indenture
governing such notes has occurred and is continuing.  This status
gives the indenture trustee and the holders of not less than 25% in
aggregate principal amount of the unsecured notes the right declare
the entire principal amount of the notes plus accrued and unpaid
interest due and payable.  In addition, this status has resulted in
events of default under Warren's first lien credit facility and its
second lien credit facility, entitling the administrative agents
and lead lenders thereunder to declare all obligations under those
credit facilities to be immediately due and payable.  However, thus
far, no such acceleration of Warren's debt obligations has
occurred.

"Warren's advisors with respect to its debt restructuring are
Andrews Kurth LLP (as restructuring counsel) and Jefferies LLC (as
financial advisor).

                       Chief Restructuring Officer

"In light of the possible necessity of a bankruptcy proceeding,
Warren's board of directors recently named James A. Watt as
Warren's Chief Restructuring Officer, to serve in that position in
addition to his other positions as the company???s President and
Chief Executive Officer.

"Mr. Watt stated, "We will continue working with all parties in the
hope of accomplishing an out-of-court restructuring.  However, we
must make a determination in the very near future as to whether
this path is achievable, and if not, we will prepare to complete
the restructuring process through a bankruptcy.  In my estimation,
a bankruptcy proceeding without the consent of both our lenders
under our secured credit facilities, and the investors in our
unsecured notes, will likely result in holders of our unsecured
notes, and even our second lien lender, having their claims
completely wiped out.  Nevertheless, we remain hopeful that
negotiations among our creditors can result in an expeditious
solution that maximizes preservation of value for all our
stakeholders."

                      About Warren Resources

Warren Resources Inc., is an independent energy company engaged in
the exploration, development and production of domestic onshore
crude oil and natural gas reserves.  It is primarily focused on
the
development of its waterflood oil recovery properties in the
Wilmington field within the Los Angeles Basin of California, its
position in the Marcellus Shale gas in northeastern Pennsylvania
and its coalbed methane, or CBM, natural gas properties located in
Wyoming.

                            *     *     *

The Troubled Company Reporter on Feb. 3, 2016, reported that
Standard & Poor's Ratings Services lowered its corporate credit on
oil and gas exploration and production company Warren Resources
Inc. to 'D' from 'SD' (selective default).  The issue-level rating
on the company's unsecured debt remains 'D'.  The recovery rating
remains '6', indicating S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.


[*] HWA Attorneys to Serve as Texas Bankruptcy Conference Panelists
-------------------------------------------------------------------
HWA L.L.P. attorneys Allison D. Byman, Janet Northrup, and Randall
A. Rios will serve as panelists for the upcoming Southern District
of Texas Bankruptcy Bench Bar Conference being held April 20-22,
2016, in Corpus Christi, Texas.  Ms. Byman, Ms. Northrup, and Mr.
Rios support the Business Bankruptcy Practice Area of the firm.

"Participating in The Bench Bar Conference is a valuable experience
that allows lawyers to present insights and perspective on issues
unique to our judicial district in conjunction with the judges who
tackle these issues on a daily basis.  The takeaways are always
very practical and improve the quality of the legal profession in
our district," explained Ms. Byman.

Ms. Byman and Mr. Northrup will join two other legal professionals
to present a session entitled, "Chapter 7 Trustees ??? Their role
and duties."  Ms. Byman will also participate on a separate panel
entitled, "Considerations in Preparing Schedules and the SOFAs"
(Statement of Financial Affairs).  Mr. Northrup serves as a
panelist for a session entitled, "Case Law Update," which is always
the most anticipated and appreciated presentation of the
conference.  Finally, Mr. Rios will be a contributing member on a
panel that will present a session entitled, "FDCPA (Fair Debt
Collection Practices Act) v. Bankruptcy Code ??? Which Rules?"

"HWA is highly regarded for our proficiency in business bankruptcy
so it is especially fitting that our attorneys are speaking at this
conference," commented Wayne Kitchens, co-managing partner of HWA
and head of the firm's Business Bankruptcy Practice Area with HWA
partner Steve Shurn.  "Allison, Janet, and Randy are excellent
ambassadors for our firm at the Bench-Bar Conference.  They are
extremely knowledgeable and experienced in providing effective and
cost-efficient bankruptcy legal counsel."

                      About These Attorneys

Ms. Byman joined HWA in an Of Counsel role in May 2012 to support
the firm's Business Bankruptcy Practice Area.  She was appointed as
Chapter 7 Bankruptcy Trustee for the Southern District of Texas in
April 2012.  In addition to being a trustee herself, Ms. Byman
represents other Chapter 7 panel trustees, Chapter 11 trustees,
committees, creditors and debtors in bankruptcy and in financial
restructuring matters.  She has been recognized on the Thompson
Reuters Texas Rising Stars [??] list every year since 2010, and she
is a frequent speaker on Chapter 7 liquidation topics and issues.

Ms.Northrup joined HWA in an Of Counsel role in 2007 and has been
practicing law for more than 30 years.  She is recognized as one of
the leading consumer bankruptcy experts in Texas.  She specializes
in consumer bankruptcy law and has an extensive list of high-level
bankruptcy cases to her credit.  Ms. Northrup served as a Chapter 7
Panel Trustee for the Western District of Texas from 1995 to 2005,
and has served as a Chapter 7 Panel Trustee for the Southern
District of Texas since 1986.  Ms. Northrup also holds national and
Texas bankruptcy law certifications.  She continues to be a
frequent speaker and analyst for the legal community and news media
on consumer bankruptcy issues.

Mr. Rios is serving in a Senior Counsel role with HWA in the areas
of Bankruptcy and Creditor/Debtor Rights in the firm's Business
Bankruptcy Practice Area. He has established a reputation on a
national level for his business bankruptcy experience.  Mr. Rios
has represented clients in all districts of Texas as well as
numerous other districts including the District of Delaware, the
District of Nevada, the Central and Northern Districts of
California, the Southern District of New York, and the United
States Court of Appeals for the Fifth Circuit.  In addition to
representing debtors and creditors, Rios has extensive experience
in representing creditors' committees, landlords, purchasers of
distressed assets, as well as trustees in numerous reorganization
and liquidation bankruptcy cases.

              About Hughes Watters Askanase L.L.P.

For almost 40 years, HWA -- http://www.hwa.com-- has helped
business organizations, financial institutions, and individuals
succeed with their business endeavors.  The firm's attorneys play a
strategic role and support clients through every stage of existence
and operation.  The firm's practice focuses on representation of
commercial and mortgage lenders, including banks and credit unions,
business bankruptcy, business planning and strategy, default
servicing, real estate and real estate finance, commercial and
consumer financial services litigation, employment law, and wills
and probate.


[^] BOOK REVIEW: The Money Wars
-------------------------------
Author:     Roy C. Smith
Publisher:  Beard Books
Softcover:  370 pages
List Price: $34.95
Review by David Henderson

Get your own personal today at
http://www.amazon.com/exec/obidos/ASIN/1893122697/internetbankrupt

Business is war by civilized means.  It won't get you a tailhook
landing on an n aircraft carrier docked in San Diego, but the
spoils of war can be glorious to behold.

Most executives do not approach business this way.  They are
content to nudge along their behemoths, cash their options, and
pillage their workers.  This author calls those managers "inertia
ridden."  He quotes Carl Icahn describing their companies as run
by "gross and widespread incompetent management."

In cycles though, the U.S. economy generates a few business
warriors with the drive, or hubris, to treat the market as a
battlefield.  The 1980s saw the last great spectacle of business
titans clashing.  (The '90s, by contrast, was an era of the
investment banks waging war on the gullible.)  The Money Wars is
the story of the last great buyout boom.  Between 1982 and 1988,
more than ten thousand transactions were completed within the U.S.
alone, aggregating more than $1 trillion of capitalization.

Roy Smith has written a breezy read, traversing the reader through
an important piece of U.S. history, not just business history. Two
thirds of the way through the book, after covering early twentieth
century business history, the growth of financial engineering
after WWII, the conglomerate era, the RJR-Nabisco story, and the
financial machinations of KKR, we finally meet the star of the
show, Michael Milken.  The picture painted by the author leads the
reader to observe that, every now and then, an individual comes
along at the right time and place in history who knows exactly
where he or she is in that history, and leaves a world-historical
footprint as a result.  Whatever one may think of Milken's ethics
or his priorities, the reader will conclude that he is the
greatest financial genius this country has produced since J.P.
Morgan.

No high-flying financial era has ever happened in this country
without the frothy market attracting common criminals, or in some
cases making criminals out of weak, but previously honest men (and
it always seems to be men).  Something there is about testosterone
and money.  With so many deals being done, insider trading was
inevitable.  Was Michael Milken guilty of insider trading?
Probably, but in all likelihood, everybody who attended his lavish
parties, called "Predators' Balls," shared the same information.
Why did the Justice Department go after Milken and his firm,
Drexel Burnham Lambert with such raw enthusiasm?  That history has
not yet been written, but Drexel had created a lot of envy and
enemies on the Street.

When a better history of the period is written, it will be a study
in the confluence of forces that made Michael Milken's genius
possible: the sclerotic management of irrational conglomerates, a
ready market for the junk bonds Milken was selling, and a few
malcontent capitalist like Carl Icahn and Ted Turner, who were
ready and able to wage their own financial warfare.

This book is a must read for any student of business who did not
live through any of these fascination financial eras.

Roy C. Smith is a professor of entrepreneurship, finance and
international business at NYU, and teaches on the faculty there of
the Stern School of Business.  Prior to 1987, he was a partner at
Goldman Sachs.  He received a B.S. from the Naval Academy in 1960
and an M.B.A. from Harvard in 1966.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2016.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***