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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, February 10, 2016, Vol. 20, No. 41

                            Headlines

99 CENTS: Bank Debt Trades at 38% Off
ABENGOA BIOENERGY: Creditors File Involuntary Ch. 7 Petition
ACCIPITER COMMUNICATIONS: Can Use Cash Collateral Until April 30
ALLIN FARMS: Ontario Court Sets March 8 Claims Bar Date
AMERICAN NATURAL: Period to Reject Leases Extended Through May 1

AMERICAN NATURAL: Preliminary Approval of Bid Procedures Denied
ARCH COAL: Section 341(a) Creditors' Meeting Slated for March 10
ASHLEY I LLC: Case Summary & 2 Largest Unsecured Creditors
AUBURN TRACE: Can Use Cash Collateral Until March 18
AVAGO TECHNOLOGIES: Moody's Assigns Ba1 Probability of Default

BERNARD L. MADOFF: Trustee Can't Touch Proposed $55M PwC Deal
BEST VALUE: Court Denies Sholom Rubashkin's Bid to Recuse
BLACK ELK: Elbit Says Company's New Lawyers Mum in Patent Suit
BOOMERANG SYSTEMS: Unit Amends Schedule of Unsecured Creditors
BRIXMOR OPERATING: Moody's Affirms Ba1 Preferred Stock Rating

CADILLAC NURSING: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Summary Judgment Favoring Insurer Affirmed
CAESARS ENTERTAINMENT: Wants a Monitor to Clear Up Creditor Row
CALCEUS ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable
CALUMET SPECIALTY: S&P Lowers CCR to 'B', Outlook Negative

CARDIAC SCIENCE: Seeks Approval of KEIP for 6 Senior Executives
CAREFREE WILLOWS: Trustee Files Full-Payment "Cure Plan"
CLARK RETIREMENT: S&P & Affirms 'BB' Rating on 2006 Revenue Bonds
COASTAL LAND: Court Affirms Grant of Summary Judgment to DKS
CONTRA COSTA: S&P Raises Rating on 1999 TABs to 'BB+

COROWARE INC: Enters Into Forbearance Agreement with YA Global
DF SERVICING: Court Prohibits Use of Bautista Cash Collateral
EDWARD MANDEL: Court Affirms Dismissal of Suit vs. Thrasher
EPICOR SOFTWARE: Bank Debt Trades at 4% Off
FEDERAL-MOGUL CORP: Bank Debt Trades at 15% Off

FIELDWOOD ENERGY: Moody's Lowers CFR to Caa3, Outlook Negative
FREIGHTCAR AMERICA: Settlement in Welfare Benefits Class Suit OK'd
GRAHAM GULF: BA Opposes Immediate Payment of Carls, GT's Fees
GREEN PLAINS: S&P Lowers CCR to 'B' & Cuts Rating on Debt to 'BB-'
GUESTLOGIX INC: Begins CCAA Proceedings; Receives Default Notice

GYMBOREE CORP: Bank Debt Trades at 47% Off
HANCOCK FABRICS: Gets Interim Approval for Chapter 11 Sale Plan
HAVEN HEALTHCARE: Ex-Officers Ordered $956K Restitution to Omega
HMK MATTRESS: S&P Withdraws 'B' CCR Over Acquisition Deal
HOMER CITY: Moody's Lowers Rating on Sr. Secured Bonds to Caa2

HOSPITAL DAMAS: Medical Malpractice Suit vs. Parent Dismissed
IASIS HEALTHCARE: S&P Assigns 'BB-' Rating on New $207MM Facility
INEOS GROUP 2018: Bank Debt Due 2018 Trades at 3% Off
INEOS GROUP: Bank Debt Due 2022 Trades at 5% Off
JP MORGAN 2013-C10: Fitch Affirms 'BBsf' Rating on Cl. E Certs

KALOBIOS PHARMACEUTICALS: Fights Trustee as Shkreli's Trial Nears
L.D.L.P. LIMITED: Voluntary Chapter 11 Case Summary
MAGNUM HUNTER: Kanbar Spirits Objects to Disclosure Statement
MEDRISK MIDCO: S&P Assigns 'B' CCR & Rates $25MM Revolver 'B'
MEG ENERGY: Bank Debt Trades at 23% Off

METALDYNE CORP: Bank Debt Trades at 4% Off
MF GLOBAL: Court Approves to Close Estate, End Liquidation
MID-STATES SUPPLY: Approval of $20M DIP Facility Sought
MID-STATES SUPPLY: Proposes Epiq as Claims Agent
MID-STATES SUPPLY: Retains Stuart Noyes as CRO

MID-STATES SUPPLY: Seeks to Hire Two Investment Bankers
MID-STATES SUPPLY: Taps Spencer Fane as Counsel
MID-STATES SUPPLY: Taps Tarsus to Provide CFO Services
MID-STATES SUPPLY: Wants 30-Day Extension to File Schedules
MIDWAY GOLD: Seeks Clarification of Moelis Employment Order

MOHEGAN TRIBAL: Bank Debt Trades at 3% Off
NEIMAN MARCUS: Bank Debt Trades at 14% Off
NEW GULF RESOURCES: $75,000,000 DIP Financing Has Final Approval
NEW GULF RESOURCES: Backstop Note Purchase Agreement Approved
NEW GULF RESOURCES: May Assume Restructuring Support Agreement

NORANDA ALUMINUM: Hires Prime Clerk as Claims and Noticing Agent
NORANDA ALUMINUM: Moody's Lowers CFR to C, Outlook Stable
NORANDA ALUMINUM: Posts Information on DIP Financing Lenders
NORANDA ALUMINUM: S&P Lowers CCR to 'D' on Ch. 11 Filing
NORANDA ALUMINUM: To Pay $8.1 Million Critical Vendor Claims

NOVA SECURITY: Voluntary Chapter 11 Case Summary
ONE SOURCE INDUSTRIAL: Ch. 11 Trustee Taps Kelly Hart as Counsel
PEABODY ENERGY: Bank Debt Trades at 58% Off
PEP BOYS: Moody's Withdraws B1 Corporate Family Rating
PREGIS LLC: Moody's Affirms B3 CFR, Outlook Stable

QUICKSILVER RESOURCES: Has Until April 13 to Remove Civil Actions
QUIKSILVER INC: European Unit Commences Private Exchange Offer
RAILYARD COMPANY: Has Access to Cash Collateral Until Feb. 11
REGENT UNIVERSITY: Moody's Lowers Rating on 2006 Rev. Bonds to Ba2
ROADRUNNER ENTERPRISES: Sells Chesterfield Property for $125K

ROADRUNNER ENTERPRISES: Sells Colonial Heights Property for $190K
RONALD STONE: Awarded $1.85-Mil. in Damages vs. Waldman, Atherton
SABRE INDUSTRIES: Moody's Lowers CFR to Caa2, Outlook Stable
SALEM MEDIA: S&P Lowers CCR to 'B-', Outlook Negative
SAN BERNARDINO, CA: Reaches Repayment Deal with Bondholders

SBMC HEALTHCARE: Trust Seeks Another Year to Pursue Claims
SHERWOOD INVESTMENTS: Court Denies Bid to Dismiss Tax Fraud Suit
SIMPLY FASHION: Gets Court Approval to Settle Avoidance Actions
SOLERA LLC: Moody's Assigns B2 CFR, Outlook Stable
SPRINGMORE II: $730,000 Sale of Hotel Property Has Closed

SUPERVALU: Bank Debt Trades at 4% Off
SWIFT ENERGY: Strategic Value & DW Capital Lead DIP Lenders, RSA
TARGUS INT'L: Buys TGII Assets; Ex-Parents to File Ch. 11
TAYLOR-WHARTON: Wants Until June to File Reorganization Plan
TELECOM ITALIA: NY Supreme Court Dismisses Suit Against Marcatel

TGHI INC: Case Summary & 9 Largest Unsecured Creditors
TLFO LLC: Confirmed Liquidating Plan Modified
TOPS MARKET: Court Dismisses Claims Against The Penn
TRANSOCEAN INC: Fitch Lowers IDR to 'BB' & Revises Outlook to Neg.
TRI STATE TRUCKING: CAT Financial Seeks Relief From Automatic Stay

TRI STATE TRUCKING: Jelliff Auction Approved to Appraise Properties
TRONOX INC: Bank Debt Trades at 13% Off
TURNBERRY/MGM GRAND: Purchasers' Claims Referred to Bankr. Court
TXU CORP: Bank Debt Due October 2014 Trades at 71% Off
TXU CORP: Bank Debt Due October 2017 Trades at 70% Off

VALEANT PHARMACEUTICALS: Bank Debt Trades at 4% Off
VANTAGE DRILLING: Bank Debt Trades at 82% Off
WIDEOPENWEST FINANCE: Bank Debt Trades at 3% Off
WISCONSIN PUBLIC FINANCE: Moody's Rates $170MM Rev. Bonds 'Ba2'
WRIGHTWOOD GUEST RANCH: 1st Amended Disclosure Statement Denied

ZUERCHER TRUST: Court Affirms Approval of Receiver's Fees

                            *********

99 CENTS: Bank Debt Trades at 38% Off
-------------------------------------
Participations in a syndicated loan under which 99 Cents Only
Stores is a borrower traded in the secondary market at 62.08
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.90 percentage points from the
previous week.  99 Cents Only Stores pays 350 basis points above
LIBOR to borrow under the $614 million facility. The bank loan
matures on March 13, 2019 and carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Jan. 29.


ABENGOA BIOENERGY: Creditors File Involuntary Ch. 7 Petition
------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that a U.S.
subsidiary of Spanish renewable energy giant Abengoa SA is facing a
bid by some of its creditors to force the business unit into
bankruptcy, as Abengoa attempts to stabilize its own finances in
Europe.

Three creditors of biofuels maker Abengoa Bioenergy of Nebraska LLC
filed an involuntary Chapter 7 bankruptcy petition Monday.
Creditors Gavilon Grain, Farmers Cooperative Association and The
Andersons Inc. say in court papers that they're owed more than $4
million.


ACCIPITER COMMUNICATIONS: Can Use Cash Collateral Until April 30
----------------------------------------------------------------
Accipiter Communications Inc. received court approval to use the
cash collateral of its pre-bankruptcy lender until April 30, 2016.

The order, issued by the U.S. Bankruptcy Court in Arizona, allowed
the company to use the cash collateral of its lender, which is owed
$20.76 million as of March 28, 2014.

Accipiter received loans from the government through the Rural
Utilities Service of the U.S. Department of Agriculture and the
Rural Telephone Bank to operate a telecommunications network in
Maricopa and Yavapai Counties.  

To secure the loans, the company granted the lender lien on and
security interest in all of its assets except vehicles.

This is the tenth order issued by the bankruptcy court to extend
the company's use of the cash collateral.  The last court order
allowed Accipiter to use the cash collateral from December 2, 2015,
to Jan. 31, 2016, court filings show.

The next court hearing is scheduled for March 10, 2016.

                  About Accipiter Communications

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409 residential
subscribers and 231 business subscribers, including an elementary
school, an enforcement agency, a fire station, two municipal water
supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund, which is
administered under the authority of the Federal Communications
Commission, and capital debt financing provided under a rural
telecommunications loan program administered by the Rural Utilities
Service, an agency of the U.S. Department of Agriculture.

As of the Petition Date, the Debtor owed $20.8 million in aggregate
principal to the RUS.  The Debtor believes there is approximately
$414,000 in prepetition general unsecured claims held by trade
vendors or other parties against the Debtor.  The Debtor is a
privately held company, with 55.4% of the stock held by Lewis van
Amerongen.  In its schedules, the Debtor listed $31.3 million in
assets and $21.6 million in liabilities.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.


ALLIN FARMS: Ontario Court Sets March 8 Claims Bar Date
-------------------------------------------------------
The Ontario Superior Court of Justice authorized BDO Canada
Limited, in its capacity as court-appointed receiver of Allin
Farms, Allan Kidd, and Linda Scott, to conduct a claims process for
the determination of claims against the estate arising on or before
Dec. 18, 2015.

A copy of the claims process order -- including the timeline,
instructions letter and proof of claim -- can be found on the
receiver's website at http://www.extranets.bdo.ca/allinfarms

If you seek to assert a claim(s) against the Debtor you must file a
proof of claim with the receiver at:

   BDO Canada Limited
   300, 51 Breithaupt Street
   Kitchener, ON N2H 5G5
   Attention: Michael Hanson
   Fax: 519-576-5227
   Email: mhanson@bdo.ca

All claims must be filed with the receiver by no later than 5:00
p.m. (EST) on March 8, 2016.


AMERICAN NATURAL: Period to Reject Leases Extended Through May 1
----------------------------------------------------------------
American Natural Energy Corporation sought and obtained from Judge
Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern
District of Louisiana an extension of their time to assume or
reject leases of nonresidential real property through May 1, 2016.

The Debtor said  it holds mineral interests in approximately 1,320
acres of land in St. Charles Parish, Louisiana.  This acreage is
the Bayou Couba leases ("Couba Lease") in which the Debtor  holds a
97.25% working interest in the leasehold and 97.25% working
interest in all but seven producing wells.  The Debtor has neither
assumed or rejected the Couba Lease under Bankruptcy Code Section
365.

The Debtor added that it leases office space in Tulsa, Oklahoma
("Office Lease") and that until a plan is confirmed, it believes it
is in the best interest of the estate to delay assumption of the
Office Lease.  The plan to be filed contemplates the sale of the
equity or assets of the estate and any new owner would likely want
to decide if the Office Lease should be assumed.

The Debtor avers that because the Couba Lease is a mineral lease,
it does not believe that the 120-day deadline to assume or reject
leases of nonresidential real property applies to the Couba Lease.
The Debtor stated that the Couba Lease is essentially its largest
asset and is therefore critical to the Debtor's reorganization.

The Debtor filed the Extension Motion to eliminate any uncertainty
over the status of the Couba Lease and the deadline, if any, by
which it must be assumed or rejected.  The Debtor added that the
assumption of the leases would be premature given that the plan to
be filed contemplates the sale of the equity or assets of the
estate.

American Natural Energy Corporation is represented by:

          Jan M. Hayden, Esq.
          Edward H. Arnold, Esq.
          Patrick H. Willis, Esq.
          BAKER DONELSON BEARMAN
          CALDWELL & BERKOWITZ, PC
          201 St. Charles Avenue, Suite 3600
          New Orleans, LA 70170
          Telephone: (504)566-5200
          Facsimile: (504)636-4000
          E-mail: jhayden@bakerdonelson.com
                  harnold@bakerdonelson.com
                  pwillis@bakerdonelson.com

             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.


AMERICAN NATURAL: Preliminary Approval of Bid Procedures Denied
---------------------------------------------------------------
Judge Elizabeth W. Magner on Jan. 15, 2016, denied a motion by
American Natural Energy Corporation for preliminary approval of its
proposed auction and bidding procedures.

Secured Hillair Capital Investments, LP, has made an offer for
$5,350,000, comprised of a credit bid for its pre-petition claim,
voluntarily discounted to $3,750,000, all DIP loan and
administrative claims in the aggregate amount of approximately
$1,500,000 as of February 28, 2016 and $100,000 cash.   To solicit
higher and better offers for the assets, the  Debtor proposed a
Feb. 15, 2016 deadline for initial bids, and a Feb. 23 auction.

The Official Committee of Unsecured Creditors, however, said that
the proposed auction rules, which would require interested parties
to submit an initial cash offer of $5,475,000, would chill bidding.
It said that the credit bid of more than $5,250,000 plus $100,000
cash is far too high and it will have the obviously undesirable
effect of chilling other competing bids.

                          *     *     *

As reported in the Feb. 5, 2016 edition of the TCR, the Debtor and
Hillair have instead proposed a reorganization plan that would give
92.5% of the stock of the reorganized company to Hillair and the
remaining shares to unsecured creditors.

American Natural Energy Corporation is represented by:

          Jan M. Hayden, Esq.
          Edward H. Arnold, Esq.
          Patrick H. Willis, Esq.
          BAKER DONELSON BEARMAN
          CALDWELL & BERKOWITZ, PC
          201 St. Charles Avenue, Suite 3600
          New Orleans, LA 70170
          Telephone: (504)566-5200
          Facsimile: (504)636-4000
          E-mail: jhayden@bakerdonelson.com
                  harnold@bakerdonelson.com
                  pwillis@bakerdonelson.com

The Official Committee of Unsecured Creditors is represented by:

          Stewart F. Peck, Esq.
          Christopher T. Caplinger, Esq.
          Joseph P. Briggett, Esq.
          Erin R. Rosenberg, Esq.
          LUGENBUHL, WHEATON, PECK,
          RANKIN & HUBBARD
          601 Poydras Street, Suite 2775
          New Orleans, LA 70130
          Telephone: (504)568-1990
          Facsimile: (504)310-9195
          E-mail: speck@lawla.com
                  ccaplinger@lawla.com
                  jbriggett@lawla.com
                  erosenberg@lawla.com

             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: Section 341(a) Creditors' Meeting Slated for March 10
----------------------------------------------------------------
A meeting of creditors of Arch Coal Inc. will be held on March 10,
2016, at 2:00 p.m. at Thomas F. Eangleton U.S. Courthouse, 111
South 10th Street, Suite 22.304, St. Louis, Missouri.

A representative of the Debtor is required to attend the meeting to
be questioned under oath.  Creditors may attend, but are not
required to do so.  The meeting may be continued or adjourned to a
later date.  If so, the date will be on the Court docket.

                         About Arch Coal

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

Arch Coal, Inc. and 71 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to
16-40191) on Jan. 11, 2016.  The petition was signed by Robert G.
Jones as senior vice president-law, general counsel and secretary.
The Debtors disclosed total assets of $5.84 billion and total debts
of $6.45 billion.  Judge Charles E. Rendlen III has been assigned
the case.

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


ASHLEY I LLC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                        Case No.
      ------                                        --------
      Ashley I, LLC                                 16-00559
      111 E. Hargett Street
      Raleigh, NC 27601

      Ashley II of Charleston, LLC                  16-00560

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: February 8, 2016

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Hon. David R. Duncan

Debtor's Counsel: William McCarthy, Jr., Esq.
                  MCCARTHY LAW FIRM, LLC
                  1517 Laurel Street (29201)
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: (803) 771-8836
                  Fax: 803-753-6960
                  Email: bmccarthy@mccarthy-lawfirm.com

                     - and -
          
                  William Harrison Penn, Esq.
                  MCCARTHY LAW FIRM, LLC
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: 803-771-8836
                  Fax: 803-753-6960
                  Email: hpenn@mccarthy-lawfirm.com

                    - and -

                  Daniel J. Reynolds, Jr., Esq.
                  MCCARTHY LAW FIRM, LLC
                  1517 Laurel Street (29201)
                  PO Box 11332
                  Columbia, SC 29211-1332
                  Tel: 803-771-8836
                  Fax: 803-753-6960
                  Email: dreynolds@mccarthy-lawfirm.com

Ashley I, LLC's Total Assets: $5.17 million

Ashley I, LLC's Total Liabilities: $18.71 million

The petition was signed by Prodel, LLC, manager.

A list of Ashley I, LLC's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/scb16-00559.pdf


AUBURN TRACE: Can Use Cash Collateral Until March 18
----------------------------------------------------
Chief Judge Paul G. Hyman, Jr., of the United States Bankruptcy for
the Southern District of Florida, West Palm Beach Division, gave
Auburn Trace, Ltd., interim authority to use cash collateral
securing its prepetition indebtedness.

The Debtor is authorized to use cash collateral on an interim basis
to pay in the ordinary course of its business for the purposes
contained in the Budget until March 18, 2016, unless extended by
further order of the Court.

In addition to the security interests preserved by Section 552(b)
of the Bankruptcy Code, as adequate protection, The City of Delray
Beach are granted a first priority post-petition security interest
and lien in, to and against all of the Debtor’s assets, to the
same extent that The City of Delray Beach held a properly perfected
prepetition security interest in those assets, which are or have
been acquired, generated or received by the Debtor subsequent to
the Petition Date.  The Replacement Liens will be in addition to
all prepetition liens and security interests held by The City of
Delray Beach.  The Replacement Liens will be deemed fully perfected
and enforceable upon entry of the Cash Collateral Order.

As additional adequate protection, the Debtor will make monthly
payments of $30,000 to The City of Delray Beach on account of its
first position mortgage.

In support of its request for cash collateral use, the Debtor seeks
final authority to use of cash collateral pursuant to the Budget
covering the period from December November 2015 through March 2016
in anticipation that its plan of liquidation will be confirmed
prior to the termination of the period.

Auburn Trace, Ltd. Is represented by:

     Bradley S. Shraiberg, Esq.
     SHRAIBERG, FERRARA & LANDAU, P.A.
     2385 NW Executive Center Drive, #300
     Boca Raton, Florida 33431
     Telephone: (561) 443-0800
     Facsimile: (561) 998-0047
     email: bshraiberg@sfl-pa.com

             About Auburn Trace

Auburn Trace filed a Chapter 11 bankruptcy petition (Bank. S.D.
Fla. Case No. 15-10317) on Jan. 7, 2015.  The petition was signed
by Brian J. Hinners as president.  The Debtor disclosed $9.61
million  in assets and $9.54 million in liabilities as of the
Chapter 11 filing.  The case is assigned to Judge Paul G. Hyman,
Jr. Bradley S Shraiberg, Esq., at Shraiberg, Ferrara & Landau,
P.A., serves as the Debtor's counsel.

The Debtor's reorganization plan allows (i) its owners to retain
control of the company in exchange for a $200,000 contribution, and
(ii) unsecured creditors to recover 100 cents on the dollar if they
wait for payments that begin 2 years from now, or 65 cents on the
dollar if they want payment immediately after confirmation.  Funds
to be used to make cash payments under the Plan will be derived
from the Debtor's monthly income, and from the new value payment
estimated to range from $192,719 to $219,714 from owners Auburn
Trace Joint Venture and Brian J. Hinner's.

The U.S. Trustee notified the U.S. Bankruptcy Court that until
further notice, it will not appoint a committee of creditors.


AVAGO TECHNOLOGIES: Moody's Assigns Ba1 Probability of Default
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1-PD Probability of Default
Rating (PDR) and an SGL-1 Speculative Grade Liquidity rating to
Avago Technologies Cayman Finance Ltd. following the Feb. 1 closing
of Avago Cayman's acquisition of Broadcom Corp.  Moody's has also
removed the provisional status from Avago Cayman's Corporate Family
Rating and Senior Secured Credit Facilities rating.  Moody's will
withdraw all of the ratings of Avago Technologies Finance Pte. Ltd.
at the close of business, since Avago Cayman repaid all of Legacy
Avago's debt upon closing of the Broadcom acquisition.  Avago
Cayman's rating outlook is positive.

RATINGS RATIONALE

Avago Cayman's Ba1 Corporate Family Rating (CFR) reflects the
company's considerable scale in revenues and research and
development and leading market positions in several product areas,
including RF filters for smartphones and connectivity chipsets.
Moreover, the more diversified end markets, with a broad portfolio
of products serving the wireless communications, wireless
infrastructure, enterprise storage and industrial end markets, and
the fab-lite operating model should lead to greater stability of
revenue and free cash flow over time.

The rating is constrained by the moderately high initial leverage
of about 3.5x Debt to EBITDA (Moody's adjusted, proforma) given the
significant execution risks in integrating Legacy Avago and
Broadcom.  The combined company has a revenue base of about $15
billion, or about double the scale of the individual companies. The
debt capital structure will be comprised primarily of secured debt,
which limits financial flexibility.

The positive outlook reflects Moody's expectation that Moody's will
see clear evidence of Avago Cayman's successful integration of the
Legacy Avago and Broadcom businesses without material business
disruption.  Moreover, Moody's expects that Avago Cayman will
follow its publicly-stated policy of prioritizing debt reduction
and will achieve most of the anticipated cost synergies, lifting
the margins of the Broadcom operations toward those of Legacy
Avago.  Based on this, Moody's expects that leverage will rapidly
improve, with debt to EBITDA (Moody's adjusted) declining toward
2.5x by calendar year end 2016.

The ratings could be upgraded if the company demonstrates clear
evidence of a successful integration and sustains leverage of
around 2.5x debt to EBITDA (Moody's adjusted).  The ratings could
be pressured if the integration leads to material operational
disruption.  Moreover, if Avago Cayman engages in
shareholder-friendly actions prior to meaningful debt reduction
such that Moody's expects leverage to remain above 3.5x debt to
EBITDA (Moody's adjusted) the rating could be downgraded.

The Ba1 senior secured rating of the Senior Secured Term Loan A,
Senior Secured Term Loan B, and the Senior Secured Revolver, at the
same level as the CFR, reflects the largely secured debt capital
structure.

The SGL rating of SGL-1 reflects Avago Cayman's very good
liquidity.  This liquidity includes a cash balance that we expect
to be maintained above $1 billion, solid free cash flow, which we
expect to exceed $2.5 billion over the next year, and nearly full
availability under the $500 million Senior Secured Revolver due
February 2021.

Assignments:

Issuer: Avago Technologies Cayman Finance Ltd.

  Probability of Default Rating, Assigned Ba1-PD

  Speculative Grade Liquidity Rating, Assigned SGL-1

  Senior Secured Bank Credit Facility (Foreign Currency) (Term
   Loan B2), Ba1, LGD3

Moody's has removed the provisional designation from these
ratings:

  Corporate Family Rating, Ba1

  Senior Secured Bank Credit Facility (Foreign Currency)
   (Revolver), Ba1, LGD3

  Senior Secured Bank Credit Facility (Foreign Currency) (Term
   Loan A), Ba1, LGD3

  Senior Secured Bank Credit Facility (Foreign Currency) (Term
   Loan B1-US Dollar Tranche), Ba1, LGD3

  Senior Secured Bank Credit Facility (Foreign Currency) (Term
   Loan B1-Euro Tranche), Ba1, LGD3

Avago Technologies Cayman Finance Ltd., co-headquartered in San
Jose, California and Singapore, designs, develops, manufactures and
sells a broad array of analog/mixed-signal semiconductor components
for wireless communications, storage, wired infrastructure, and
industrial and automotive electronics.

The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.


BERNARD L. MADOFF: Trustee Can't Touch Proposed $55M PwC Deal
-------------------------------------------------------------
Pete Brush at Bankruptcy Law360 reported that a Manhattan federal
judge on Feb. 2, 2016, denied a bid by the trustee representing two
defunct Madoff feeder funds to intervene in a proposed $55 million
deal between PricewaterhouseCoopers LLP and a class of investors
who say the accounting giant was negligent in auditing entities
that pumped money into the giant Ponzi scheme.

U.S. District Judge Victor Marrero, having already denied the
Fairfield Sentry funds trustee's attempt to wade into a similar
settlement, said the trustee would not be prejudiced in its own
claims against PwC entities.

On Feb. 1, Diana Novak Jones at Bankruptcy Law360 reported that PwC
and a class of investors who lost money in Bernie Madoff's Ponzi
scheme have asked a New York federal judge to block attempts from a
bankruptcy trustee to intervene in their $55 million settlement,
saying the trustee's arguments have too many holes to move
forward.

New Greenwich Litigation Trustee LLC, the bankruptcy trustee for
two feeder funds that invested in Bernie L. Madoff Investment
Securities LLC, told U.S. District Judge Victor Marrero the
landmark settlement is void.

                     About Bernard L. Madoff

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

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

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

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

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


BEST VALUE: Court Denies Sholom Rubashkin's Bid to Recuse
---------------------------------------------------------
In an Order dated January 20, 2016, which is available at
http://is.gd/E67FmPfrom Leagle.com, Chief Judge Linda R. Reade of
the United States District Court for the Northern District of Iowa,
Eastern Division, denied Sholom Rubashkin's Motion to Recuse.

Many of the movant's arguments boil down to a desire to invalidate
all of Judge Reade's prior actions.  The movant, however, is
procedurally barred from making such arguments because he either
raised them in prior proceedings or had the ability to raise them
in prior proceedings.  The movant fails to overcome other
procedural hurdles, including those that relate to notions of
timeliness, waiver and forfeiture that prevent him from seeking
disqualification in this proceeding. Moreover, much, if not all, of
the movant's motion to recuse is premised on fallacious reasoning.
The movant's contentions regarding judicial misconduct are
completely devoid of merit.  

The case is SHOLOM RUBASHKIN, Movant, v. UNITED STATES OF AMERICA,
Nos. 13-CV-1028-LRR, 08-CR-1324-LRR.

Sholom Rubashkin, Petitioner, is represented by Paul H Rosenberg,
Esq. --Rosenberg & Associates, Stephen H Locher, Esq. --
shlocher@belinmccormick.com  -- Belin McCormick, PC & Matthew C
McDermott, Esq. -- mmcdermott@belinmccormick.com  -- Belin
McCormick, P.C.


BLACK ELK: Elbit Says Company's New Lawyers Mum in Patent Suit
--------------------------------------------------------------
Adam Sege at Bankruptcy Law360 reported that an Israeli defense
contractor said on Feb. 2, 2016, that a bankrupt oil company for
which Hughes Network Systems installed an allegedly infringing
network has stopped responding to its messages, but it told a Texas
federal court it would keep seeking the company's documents as it
continues its patent suit against Hughes.

The oil company, Black Elk Energy Offshore Operations LLC, has
replaced its legal team amid the company's bankruptcy proceedings,
and its new lawyers have not returned messages about document
discovery from Israeli contractor Elbit Systems Land.

                          About Black Elk

Black Elk Energy Offshore Operations, LLC, is a Houston, Texas
based privately held limited liability company engaged in the
acquisition, exploitation, development and production of oil and
natural gas properties primarily in the shallow waters of the Gulf
of Mexico near the coast of Louisiana and Texas.

Black Elk had total assets of $339.7 million and total debt of
$432.3 million as of Sept. 30, 2014.

Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern
District of Texas placed Black Elk under Chapter 11 bankruptcy
protection on Sept. 1, 2015, converting an involuntary Chapter 7
bankruptcy petition by its creditors.  Thereafter, the Company
filed with the Court a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 15-34287) on Sept. 10, 2015.  

Judge Paul later recused herself from the case and the matter was
given to Judge Marvin Isgur, according to information posted on
the case docket on Sept. 14.

The Debtor is represented by Elizabeth E. Green of Baker &
Hostetler.  Blackhill Partners' Jeff Jones is the Debtor's Chief
Restructuring Officer.


BOOMERANG SYSTEMS: Unit Amends Schedule of Unsecured Creditors
--------------------------------------------------------------
Boomerang Sub, Inc., a debtor-affiliate of Boomerang Systems Inc.,
filed with the U.S. Bankruptcy Court for the District of Delaware
second amended Schedule F -- creditors holding unsecured
non-priority claims, a full-text copy of which is available at
http://bankrupt.com/misc/BoomerangSystems_392_Jan28ASA

                      About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang Systems, Inc., and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18,
2015.

The Company has engaged the law firms Togut, Segal & Segal LLP as
general bankruptcy counsel, Ciardi, Ciardi & Astin as local
bankruptcy counsel, and Garden City Group, LLC, as claims and
noticing agent.  In addition, the Company has retained the law
firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the
Southern District of New York against the Company's defaulting
lender.

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


BRIXMOR OPERATING: Moody's Affirms Ba1 Preferred Stock Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured rating
of Brixmor Operating Partnership LP and revised the rating outlook
to negative, from stable.  The outlook revision reflects Brixmor's
announcement today that its Audit Committee review found that
specific accounting and financial reporting personnel were
smoothing non-GAAP same property NOI items and the uncertainty
surrounding the ultimate effect from the accounting review.

Moody's outlook revision will focus on the final impact the
accounting review will have on Brixmor's operations and capital
market transactions, its timely filing of year-end 2015 financials,
and implementation of better financial controls to preclude the
recurrence of such issues in the future.

These ratings were affirmed and placed on negative outlook:

  Brixmor Property Group Inc. -- Preferred stock shelf at (P)Ba1.

  Brixmor Operating Partnership LP - Issuer rating at Baa3; senior

   unsecured debt rating at Baa3; senior unsecured debt shelf at
   (P)Baa3.

                        RATINGS RATIONALE

On Feb. 8, 2016, Brixmor Property Group announced the completion of
an Audit Committee review that began in late December 2015 through
its established compliance processes leading its board to conclude
that specific accounting and financial reporting personnel, in
certain instances, were smoothing income items, both up and down,
between reporting periods in an effort to achieve consistent
quarterly same property net operating income growth, an industry
non-GAAP financial measure.  Brixmor believes the amounts involved
were not material to non-GAAP same property NOI or Brixmor's GAAP
financial results, that it will not be required to restate
historical financial results, and that this matter will not impact
compliance with bank or debt financial covenants.  Final
determinations on these matters remain subject to the completion of
the 2015 audit and 10-K filing.  Furthermore, this accounting
irregularity engenders questions about the company's credibility
and maintenance of investor trust.

Brixmor also announced that its Audit Committee named Daniel
Hurwitz, former CEO of DDR Corp. and the founder and CEO of Raider
Hill Advisors, LLC, as Interim Chief Executive Officer, effective
immediately.  Chief Executive Officer Michael Carroll, President
and Chief Financial Officer Michael Pappagallo, and Executive Vice
President and Chief Accounting Officer Steven Splain, along with an
accounting employee, have resigned, effective immediately.

A return to a stable outlook would reflect little to no change in
Brixmor's financial metrics from those anticipated when the company
was originally assigned the Baa3 issuer rating, in addition to the
resolution of this accounting issue with no unsecured debt or bank
compliance issues, timely filing of year-end 2015 financials, and
resolution of all legal inquiries.  A rating downgrade would likely
reflect any missteps in resolving the income smoothing accounting
issue; any unsecured bond or bank line covenant compliance issues
or resultant legal inquiries; in addition to an increase in secured
debt; no increase in unencumbered assets (from 51%); Net
debt/EBITDA above 7.1x; leverage over 55%; or, any reversal in the
REIT's commitment to unsecured debt or to reduce corporate and
structural complexity.

The last rating action for Brixmor Property Group was on Jan. 13,
2015, when Moody's assigned a Baa3 unsecured debt rating to the
initial debt offering of Brixmor Operating Partnership LP and
assigned a (P) Ba1 preferred stock shelf rating to Brixmor Property
Group, all with a stable outlook, in addition to affirming the Baa3
issuer rating of Brixmor Operating Partnership LP.

Brixmor Operating Partnership, L.P., the operating partnership to
the Brixmor Property Group REIT (NYSE: BRX) is a retail REIT that
owns and operates 518 neighborhood and community shopping centers.
As of Sept. 30, 2015, Brixmor had total book assets of $9.5 billion
and total book equity of $2.9 billion.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.



CADILLAC NURSING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cadillac Nursing Home, Inc.
           dba St. Francis Nursing Center
        721 Elmwood
        Troy, MI 48083

Case No.: 16-41554

Nature of Business: Health Care

Chapter 11 Petition Date: February 8, 2016

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Thomas J. Tucker

Debtor's Counsel: Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Ave., Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Email: mbaum@schaferandweiner.com

                     - and -

                  Kim K. Hillary, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Ave., Ste. 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Email: khillary@schaferandweiner.com

                     - and -

                  John J. Stockdale, Jr., Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward, Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Email: jstockdale@schaferandweiner.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bradley Mali, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb16-41554.pdf


CAESARS ENTERTAINMENT: Summary Judgment Favoring Insurer Affirmed
-----------------------------------------------------------------
The Supreme Court of Mississippi affirmed the decisions of the
trial court and the Court of Appeals in the case captioned CHERRI
R. PORTER, v. GRAND CASINO OF MISSISSIPPI, INC.-BILOXI, STATE FARM
FIRE AND CASUALTY COMPANY, AND MAX MULLINS,  No. 2012-CT-01793-SCT,
Consolidated With No. 2010-CT-00307-SCT (Miss.).

Cherri Porter filed a claim under her all-risk homeowner's
insurance policy after her beachfront vacation home was completely
destroyed during Hurricane Katrina.  A barge, owned by Grand Casino
of Mississippi, Inc. - Biloxi ("Grand Casino"), had broken free
from its moorings and allided with Porter's home.  However, State
Farm Fire and Casualty Company denied Porter's claim because her
insurance policy excluded from coverage damage caused by water or
windstorm.

Porter sued Grand Casino, State Farm, and Max Mullins, the
insurance agent who maintained the policy.  The trial court granted
summary judgment in favor of each defendant, and the Court of
Appeals affirmed.  Porter then filed a petition for writ of
certiorari claiming genuine issues of fact existed as to each
defendant.

The Supreme Court of Mississippi found no genuine issue of material
fact existed as to Porter's bad-faith denial of coverage claim
against State Farm because Porter's all-risk insurance policy
unambiguously excluded from coverage loss that would not have
occurred absent water damage.

The Court also found that Porter failed to produce sufficient
evidence showing a genuine issue of fact as to whether Grand Casino
breached its duty to take reasonable measures to prevent
foreseeable injury.

As to Mullins, the Court considered the issue abandoned because
Porter did not argue any error regarding the claims against
Mullins.

A full-text copy of the Supreme Court of Mississippi's January 7,
2016 opinion is available at http://is.gd/ogZEkcfrom Leagle.com.

Appellant is represented by:

          James Eldred Renfroe, Esq.
          Roy J. Perilloux, Esq.
          RENFROE & PERILLOUX PLLC
          648 Lakeland East Dr Ste A
          Flowood, MS 39232-9574
          Tel: (601)932-1011

Appellees are represented by:

          Vincent J. Castigliola, Jr., Esq.
          John Patrick Kavanagh, Jr., Esq.
          KASEE GARNET SPARKS HEISTERHAGEN
          11 N Water St Ste 22200
          Mobile, AL 36602-5022
          Tel: (251)344-5151
          Fax: (251)706-2446


CAESARS ENTERTAINMENT: Wants a Monitor to Clear Up Creditor Row
---------------------------------------------------------------
Jessica Corso at Bankruptcy Law360 reported that the bankrupt
operating unit of Caesars Entertainment Corp. pushed on Feb. 3,
2016, for the appointment of a monitor to bridge the gap between
the Debtor and junior creditors dissatisfied with the company's
recently proposed plan for reorganization.

Caesars Entertainment Operating Co. is calling for a third party,
possibly another bankruptcy judge, to step into a dispute with
stakeholders unhappy with the allocation of assets under the latest
plan. Many of those same stakeholders have said it's possible that
non-debtor parent CEC owes the bankruptcy estate more money.

                   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.

On February 5, 2015, U.S. Trustee Patrick Layng appointed nine
creditors to the Debtors' official committee of unsecured
creditors.  Two of these creditors -- the Board of Levee
Commissioners for the Yazoo Mississippi Delta and MeehanCombs
Global Credit Opportunities Master Fund LP -- resigned from the
committee following their appointment.  They were replaced by the
National Retirement Fund and Relative Value-Long/Short Debt, a
Series of Underlying Funds Trust.


CALCEUS ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Calceus Acquisition Inc.'s
Corporate Family Rating to B3 from B2, Probability of Default
Rating to B3-PD from B2-PD, and the rating on the senior secured
term loan to B3 from B2.  The outlook is stable.

The downgrade reflects Moody's expectation that Cole Haan's credit
metrics and free cash flow generation will remain weak in the next
12-18 months, driven by continued pressure in the wholesale
channel, which represents about half of the company's EBITDA.
Funded debt/EBITDA (including adjustments for items Moody's
considers non-recurring but excluding adjustments for operating
leases) was at mid-7 times as of November 2015 after over 2 years
of underperformance compared to budget, and Moody's projects funded
leverage to remain in the 7.0 - 8.0 times range in the next 12-18
months.

The company's strategic transformation into an innovative,
technology-driven lifestyle brand is taking longer than expected,
meanwhile requiring significant ongoing investment in new product
development and marketing.  In addition, heavy promotions and lower
traffic in department stores contribute to earnings pressure.
Encouragingly, despite flat revenue and declining EBITDA
performance, Cole Haan's direct-to-consumer (full-price, outlet and
e-commerce) same-store sales grew by 10% and 14% respectively in
the August and November 2015 quarters, driven by the company's new
'Grand' family product rollouts and successful digital efforts.
However, Moody's expects that over the next 12-18 months, pressure
in the wholesale channel will offset direct-to-consumer growth and
expanded distribution of the 'Grand' product lineup into the
wholesale channel, resulting in relatively flat EBITDA.

Moody's took these rating actions on Calceus Acquisition, Inc.:

   -- Corporate Family Rating, downgraded to B3 from B2;

   -- Probability of Default Rating, downgraded to B3-PD from
      B2-PD;

   -- $313 million ($320 million face value) Senior Secured Term
      Loan due 2020, downgraded to B3 (LGD4) from B2 (LGD4);

   -- Stable outlook

RATINGS RATIONALE

The B3 CFR reflects Cole Haan's weakened credit metrics, including
Moody's-adjusted debt/EBITDA of high-5 times and EBITA/interest
coverage of low 1 times for the last twelve months ended Nov. 28,
2015.  The rating also reflects the execution risk associated with
Cole Haan's strategic transformation, its exposure to fashion risk,
and moderate scale.  The company's operating challenges and
spending initiatives have led to consistently negative free cash
flow since the carveout from Nike in 2013, although Moody's
anticipates that Cole Haan's free cash flow will turn breakeven to
modestly positive over the next 12-18 months.  Nevertheless, the
rating is supported by Cole Haan's credible growth opportunities
and diverse distribution channels, as well as the positive momentum
in its direct-to-consumer channel.  Cole Haan's adequate liquidity
profile also provides key support to the rating.

The stable outlook reflects Moody's expectations that spending on
intellectual property transition, rebranding and other
restructuring initiatives will subside and lead to breakeven to
slightly positive free cash flow over the next 12-18 months.

The ratings could be upgraded if the company demonstrates
consistent revenue growth and margin expansion and improves its
liquidity profile, including solid positive free cash flow
generation.  Quantitatively, the ratings could be upgraded if Cole
Haan achieves and maintains Moody's-adjusted debt/EBITDA below 5.5
times and EBITA/interest expense above 1.5 times.

The ratings could be downgraded if the company's EBITDA or
liquidity deteriorates, including negative free cash generation and
increased revolver usage.  Quantitatively, ratings could be lowered
if Moody's-adjusted debt/EBITDA is sustained above 6.5 times or
EBITA/interest expense declines below 1.0 time.

Headquartered in New York, NY, Cole Haan is a designer and retailer
of men's and women's footwear, handbags, and accessories. Net
revenues for last twelve months ended Nov. 28, 2015, were
approximately $585 million.  Apax Partners and current management
purchased the company from NIKE Inc. in early 2013.

The principal methodology used in these ratings was Global Apparel
Companies published in May 2013.



CALUMET SPECIALTY: S&P Lowers CCR to 'B', Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit and
senior unsecured debt ratings on Calumet Specialty Products
Partners L.P. to 'B' from 'B+'.  The outlook is negative.  The
recovery rating on the senior unsecured notes remains '4',
indicating expectations of average (30% to 50%; in the lower end of
the range) recovery in a payment default.

"The downgrade reflects our expectation that narrowing crude
differentials and fuel crack spreads, particularly related to
diesel and jet fuel products, will pressure Calumet's gross margins
over the next 12 to 24 months and lead to debt to EBITDA above our
previous expectations, in the range of 5.0x to 5.5x in 2016," said
Standard & Poor's credit analyst Nora Pickens. Additionally, the
partnership's falling unit price has made it prohibitively
expensive to raise equity and counterbalance increasing leverage.
This is particularly challenging for Calumet because the
partnership is organized as a traditional master limited
partnership (MLP), which is rare in the oil refining sector.  MLPs
generally distribute to unitholders quarterly substantially all
free cash flow after maintenance capital spending, and therefore
rely more heavily on external capital sources for funding needs.
Because oil refining is highly volatile and capital-intensive, S&P
believes the traditional MLP structure constrains Calumet's
financial flexibility relative to peers.  However, the partnership
is reaching completion on the majority of its multiyear large scale
projects, including the Montana refinery expansion and San Antonio
conversion, so S&P expects capital expenditures will be
meaningfully lower than the past few years which reduces funding
risk.  Further, S&P continues to view Calumet's large exposure to
specialty products favorably because these products (lubricating
oils, solvents, waxes, etc.) tend to generate premium margins and
are less volatile than generic refined products.  However, the
partnership's small scale and only modestly complex refinery units
partially offset these strengths.

The negative outlook reflects S&P's opinion that a narrowing margin
environment and market access challenges could lead to weak
financial measures and pressure the distribution coverage ratio
over the next 12 to 24 months.  S&P currently forecasts debt to
EBITDA higher than 5.0x in 2016 but recognize that results will be
influenced by industry conditions and the partnership's ability to
successfully integrate its newly constructed assets.

S&P could lower the rating if Calumet's liquidity profile weakens
or S&P believes that it appears unlikely debt to EBITDA will fall
below 5.5x by year-end 2016.

S&P could revise the outlook to stable if it gains greater
visibility about the partnership's ability to improve its
distribution coverage ratio to at least 1x while maintaining
financial leverage comfortably below 5.0x for an extended period of
time.


CARDIAC SCIENCE: Seeks Approval of KEIP for 6 Senior Executives
---------------------------------------------------------------
Cardiac Science Corporation asks the United States Bankruptcy Court
for the Western Distrct of Wisconsin to approve a key employee
incentive plan that will provide six of their key senior executives
the opportunity to earn additional compensation in the form of a
deferred cash bonus, if certain performance criteria are achieved
and the other requirements of the incentive plan Plan are met, with
a total cost estimated to be in the range of $ 251,300 to $335,000
depending on the achievement of the Performance Goals.

According to the Debtor, these Senior Executives perform a variety
of critical functions with regard to strategic management,
operations, legal, accounting, finance and treasury for their
business operations that will preserve and maximize value for the
benefit of all stakeholders and finally to effectuate a successful
sale of the company as a going concern.  The Debtor avers that the
Incentive Plan metrics have been carefully designed to incentivize
these Senior Executives to achieve key goals that will protect,
preserve and maximize value for the Debtor's estate, namely: cash
preservation, maintaining health, safety and environmental
standards, increasing sales while controlling costs, and
consummating a successful sale of substantially all of the Debtor's
assets.

In addition, historically these Senior Executives have been
receiving four principal forms of direct compensation: base salary,
cash bonus awards through an annual incentive plan for select
Management team members and commissions for select Sales team
members, equity incentive awards pursuant to a restricted stock
unit agreement, and cash bonus award through a long-term incentive
plan.  Like the proposed Incentive Plan, the historical cash bonus
programs established target goals on a mix of financial and
operational metrics similar to those proposed for the Incentive
Plan and those currently in effect and which were routinely
adjusted to account for changing business conditions, including the
changing complexity, capital investment, and revenues of the Debtor
based on business conditions and sales and production levels,
therefore the proposed Incentive Plan is simply a continuation of
the Debtor's historical incentive plans that were developed in the
ordinary course of business prepetition and is within the "ordinary
course" of the Debtor's business.

The Incentive Plan metrics generally fall into two main categories:
company-wide metrics, wherein achievement will be measured at the
end of December and the earlier of January 31, 2016 or the closing
of a sale of substantially all of the Debtor's assets which include
(a) Bookings, (b) Revenue and (c) Operating Disbursements, and a
Section 363 sale metric wherein payment will be measured and earned
based on the date of the closing of a sale of substantially all of
the Debtor's assets and which is based upon a final accepted sale
bid.  The level of bonuses attributed to each of these categories
varies by Senior Executive depending on his or her expected role
and level of contribution to achieving the various threshold target
goals set forth in the different categories, the Debtor says.

The Debtor asserts that it is imperative that it provides these
employees with appropriate, market-based compensation and
incentives especially given the extra demands being placed on these
employees by the bankruptcy process, properly incentivizing these
employees is critical for improving the Debtor's performance and
increasing the chances of a successful sale since all of these
employees have special areas of expertise related to the Debtor's
business and extensive knowledge of the Debtor's operations.

Implementing the Incentive Plan for these Senior Executives will
ensure that these employees achieve a high level of performance on
a variety of operational, financial and Section 363 sale metrics,
thus aligning management incentives with actions that will maximize
value for the Debtor’s estate and stakeholder constituencies and
likewise, the cost of the proposed Incentive Plan is reasonable
relative to the Debtor's revenues and assets, the Debtor asserts.

               U.S. Trustee, Committee Oppose

The U.S. Trustee and the Official Committee of Unsecured Creditors
object to the implementation of the KEIP pending presentation of
additional evidence sufficient to establish that the KEIP's
Performance Goals are appropriately designed to incentivize the
Senior Executives to exceed the Debtor's financial and sale
projections and that the KEIP is in the best interests of
creditors.

The Objectors criticized the proposed incentive plan as a veiled
retention plan attempting to avoid the requirements of Section
503(c)(1) of the Bankruptcy Code, which prohibits debtors from
paying insiders for the purpose of inducing them to stay through
reorganization unless certain conditions are met.

The Objectors complained that the Debtor proposed to implement a
KEIP that would pay six executives an incentive bonus totaling
between $251,000 and $336,000 based on certain Performance Goals
but the Debtor failed adequately explain the KEIP's Performance
Goals in connection with desired performance: how the Performance
Goal metrics are determined, how they compare to previous metrics,
and the likelihood that these metrics will be achieved.

Furthermore, the Objectors complained that the Debtor filed their
motion for entry of an order approving a KEIP despite their severe
financial straits.  The Objectors also questioned the timing of the
creation and filing of the Plan as suspicious for being filed less
than two months after filing for bankruptcy and a mere three weeks
away from the sale of the Debtor's assets.

Also, the Objectors complain that the Debtor did not explain why
the KEIP is necessary to incentivize future performance, especially
in light of the fact that the minimum thresholds appear to be set
at levels below the Debtor's projected performance, calling into
question whether they are true incentives.  The Objectors pointed
out that the sales metric is set at the same places the stalking
horse bid taking into account the Kang Affidavit and DIP Order
which reveal that the Debtor projects approximately $5.5 million in
revenue, and yet the Senior Executives will be eligible for an
incentive bonus at $5.4 million which makes the sales metric
incentive a mere "lay up."

               Debtor Talks Back

The Debtor maintains that the Incentive Plan is reasonable and is
neither excessive nor unusual and should be viewed as a sound
exercise of the Debtor's business judgment in light of the Debtor's
current performance and its historical compensation structure
considering that the proposed total bonus compensation for the
current fiscal year is less than 0.5% of the Debtor's total YTD
revenues, while in the two prior fiscal years the percentages were
0.69% and 0.87%, respectively.

The proposed Incentive Plan does not require that the Senior
Executives remain with the Debtor after a certain date in order to
get paid considering that these employees have remained with the
Debtor despite the fact that the Incentive Plan has not been
approved and is not going to be approved until the auction and sale
of the Debtor's assets have all but concluded, further undermining
the claim that this is merely a disguised retention plan, the
Debtor asserted.

Furthermore, the Incentive Plan requires that the Senior Executives
"rise to a challenge" and not merely "report to work" and the
timing of the Motion is not an indication that the Incentive Plan
is retentive since the Debtor is proposing to compensate employees
who are leading the company's efforts to sell its assets at a
maximum price, in addition to these employees' day-to-day
responsibilities, the Debtor added.

Cardiac Science Corporation is represented by:

     Frank W. DiCastri, Esq.
     Lindsey M. Greenawald, Esq.
     WHYTE HIRSCHBOECK DUDEK S.C.
     555 E. Wells Street, Suite 1900
     Milwaukee, WI 53202
     Telephone: (414) 273-2100
     Facsimile: (414) 223-5000
     email: ddiesing@whdlaw.com
            fdicastri@whdlaw.com
            lgreenawald@whdlaw.com

     -- and --

     Daniel J. McGarry, Esq.
     Iana A. Vladimirova, Esq.
     WHYTE HIRSCHBOECK DUDEK S.C.
     33 E. Main Street, Suite 300
     P.O. Box 1379
     Madison, WI 53701-1379
     Telephone: (608) 255-4440
     Facsimile: (608) 258-7138
     email: dmcgarry@whdlaw.com
            ivladimirova@whdlaw.com

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

     Debra L. Schneider, Esq.
     Office of the United States Trustee
     780 Regent Street, Suite 304
     Madison, WI 53715
     Telephone: (608) 264-5522
     Facsimile:(608) 264-5182

The Official Committee of Unsecured Creditors is represented by:

     Shelly A. DeRousse, Esq.
     Devon J. Eggert, Esq.
     Elizabeth L. Janczak, Esq.
     FREEBORN & PETERS LLP
     311 South Wacker Drive, Suite 3000
     Chicago, Illinois 60606-6677
     Telephone: (312) 360-6000
     Facsimile: (312) 360-6520
     email: sderousse@freeborn.com
            deggert@freeborn.com
            ejanczak@freeborn.com

           About Cardiac Science

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

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

The Company currently employs approximately 200 people in two
facilities located in Wisconsin, and another 93 part time
"educators" around the country who educate the Debtor's customers
on how to use its products.  The Debtor has customers in more than
100 countries.

Judge Robert D. Martin presides over the case.

The Company estimated assets in the range of $10 million to $50
million and liabilities of at least $100 million.  Celestica
Electronics (M) SDN BHD is the Debtor's largest unsecured creditor
holding a claim of $2.5 million.  CFS 915 LLC is the largest
creditor of the Debtor, and its $87 million pre-petition loan is
secured by substantially all of the Debtor's assets. CFS has agreed
to provide $10 million in postpetition financing for the Debtor.

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

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


CAREFREE WILLOWS: Trustee Files Full-Payment "Cure Plan"
--------------------------------------------------------
Samuel R. Maizel, the Chapter 11 Trustee of Carefree Willows, LLC,
filed a proposed Chapter 11 Plan of Reorganization for the 300-unit
Carefree Willows Senior Apartments in Las Vegas, Nevada.

A hearing to consider confirmation of the Plan is set for March 31,
2016 at 9:30 a.m.

The Plan is a "Cure Plan" as that term is utilized and defined by
Sec. 1123(a)(5)(G) of the Bankruptcy Code, and interpreted by the
Ninth Circuit in Great Western Bank & Trust v. Entz-White Lumber
and Supply, Inc. (In re Entz-White Lumber And Supply, Inc.), 850
F.2d 1338 (9th Cir. 1988) and its progeny.

At the time the voluntary petition was filed, the Debtor valued its
assets at $30 million.  However, according to the Trustee, as a
result of recent appraisals performed in 2015, the property has a
present market value of between $46,500,000 and $47,785,000.

Apart from the administrative claims, the claims in the case are:

    * AG/ICC Willows Loan Owner, LLC's claim secured by the
      Debtor's property, which the Trustee asserts that the
      amount should be $34,218,468 as of Dec. 31, 2015.

    * AG's claim secured by the Debtor's 32-passenger bus, on
      which claim there is a dispute as to whether any amount
      remains due.

    * General unsecured claims of 8 creditors, totaling $220,000.

The Plan's objective is to:

   (1) pay all allowed administrative claims, in full;

   (2) pay to AG the Cure amount the Bankruptcy Court determines
       must be paid on AG's secured claim, provided the amount
       funded by Western Alliance Bank and Carefree Willows
       Limited Partnership are sufficient to do so, which cure
       amount the Trustee asserts should be the full principal
       amount due on the AG Secured Claim, all non- default non-
       compounding interest, and AG's allowed attorneys' fees,
       less the application of the adequate protection payments;

   (3) pay in full satisfaction of the AG Bus Claim the full
       amount due;

   (4) pay all allowed general unsecured claims in full, with
       interest; and

   (5) allow the membership interests to retain their ownership
       interest in the Debtor in view of the fact that all claims
       are to be paid in full.

The Trustee intends to enter into a Stipulation with AG, and any
other parties-in-interest as appropriate, stipulating to such
issues as the Court must resolve in connection with the Plan
confirmation, including but not limited to:

    * Resolution of the rate used to calculate interest, whether
      5%, or 5% subsequently increased to 6%.  The Trustee
      asserts the rate that should be used is 5% as to this
      Cure Plan.

    * Resolution of the manner in which regular interest is
      calculated on AG's Secured Claim, specifically as to
      whether interest is calculated on the basis of simple
      non-compounding interest or interest is compounded monthly.
      The Trustee asserts interest should be calculated on the
      basis of simple non-compounding interest as to this Cure
      Plan.

    * Resolution of whether or not AG is entitled to receive
      default interest as part of the AG Secured Claim.  The
      Trustee is not entitled to receive payment of the default
      interest as to this Cure Plan.

A copy of the Trustee's Plan filed Feb. 2, 2016, is available for
free at:

     http://bankrupt.com/misc/Carefree_W_1583_Trustee_Plan.pdf

                      About Carefree Willows

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

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

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

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


CLARK RETIREMENT: S&P & Affirms 'BB' Rating on 2006 Revenue Bonds
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB' long-term rating on the Michigan
Strategic Fund's series 2006 revenue bonds, issued for Clark
Retirement Community Inc.

"The negative outlook reflects our assessment of Clark's weakening
operations and maximum annual debt service coverage in fiscal 2015,
as well as the dip in unrestricted reserves at the end of that
year," said Standard & Poor's credit analyst Robert Dobbins.
"Although unrestricted reserves have bounced back to historical
levels for the six-month period ended Oct. 31, 2015, operations
continue to struggle and are on track to come in below budget."

The 'BB' rating reflects S&P's view of Clark's weaknesses:

   -- Declining operating margins during fiscal 2015 and the
      six‐month period ended Oct. 31, 2015;

   -- Very weak adjusted maximum annual debt service coverage,
      which fell to 1.2x for fiscal 2015;

   -- High leverage, although it has been moderating over time;
      and

   -- Contingent debt risk associated with $6.3 million in
      outstanding variable-rate term loans.


COASTAL LAND: Court Affirms Grant of Summary Judgment to DKS
------------------------------------------------------------
This appeal arises from a trial court's grant of summary judgment
dismissing Ike Thrash's and Dawn Investments LLC's claims for
negligence and breach of fiduciary duty against Deutsch Kerrigan &
Stiles, LLP.

DKS filed suit in circuit court against Thrash, Dawn Investments,
and U.S. Capital seeking a declaratory judgment that the failure of
Joel L. Blackledge, a former DKS attorney, to conduct a foreclosure
sale properly was not the proximate cause of Thrash's and Dawn
Investments' damages. Thrash and Dawn Investments counterclaimed,
alleging that Blackledge was negligent and breached his fiduciary
duty by improperly conducting the foreclosure sale, leading to
Thrash and Dawn Investments suffering damages. The parties agreed
to dismiss DKS's complaint for declaratory judgment and proceed
under Thrash's and Dawn Investments' counterclaim. The parties were
realigned, naming Thrash and Dawn Investments as Plaintiffs and DKS
as Defendant. Both parties filed motions for summary judgment, and
the trial court granted DKS's motion. The Dawn Plaintiffs then
filed this appeal.

In a Decision dated January 14, 2016, which is available at
http://is.gd/iaYtp1from Leagle.com, the Supreme Court of
Mississippi affirmed the judgment of the Harrison County Circuit
Court that DKS did not owe the Dawn Plaintiff a duty.

The case is IKE W. THRASH AND DAWN INVESTMENTS, LLC v. DEUTSCH,
KERRIGAN & STILES, LLP, No. 2014-CA-01472-SCT.

Nicholas Van Wiser, Esq., Attorney For Appellants.

William E. Whitfield, III, Esq. -- bwitfield@wewiii.net --
Copeland, Cook, Taylor & Bush, Matthew Jason Sumrall, Esq. --
jsumrall@cctb.com  -- Copeland, Cook, Taylor & Bush, Matthew D.
Miller,  Esq. -- mmiller@cctb.com  -- Copeland, Cook, Taylor &
Bush, Nicholas Kane Thompson, Esq. -- nthompson@cctb.com --
Copeland, Cook, Taylor & Bush, Attorneys for Appellee.


CONTRA COSTA: S&P Raises Rating on 1999 TABs to 'BB+
----------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BB+' from
'BB-' on Contra Costa County Public Financing Authority, Calif.'s
senior series 1999 tax allocation bonds (TABs) outstanding, issued
for the Contra Costa County Redevelopment Agency.  The outlook is
stable.

"The raised rating is based on our view of continued assessed value
growth in the Bay Point project area, which we expect to continue,
and of the improvement in nonhousing loan debt service coverage to
0.96x in fiscal 2016, which we still consider insufficient
regardless," said Standard & Poor's credit analyst Sarah Sullivant.
"We consider the successor agency's recent adequate cash and debt
management and consistent use of unpledged resources to cover
annual debt service requirements without use of the debt service
reserve fund as additional credit strengths."

The stable outlook reflects S&P's opinion that assessed value has
stabilized and its expectation that the successor agency will
continue to make debt service payments as needed from surplus
unpledged revenues, as it has in the past, with state and county
approval and without the use of debt service reserve fund.


COROWARE INC: Enters Into Forbearance Agreement with YA Global
--------------------------------------------------------------
CoroWare, Inc., on Feb. 9 disclosed that on Feb. 5, 2016, it
entered into a Forbearance Agreement with YA Global Investments,
L.P., a hedge fund that makes its investments in companies
operating in energy, consumer cyclical and non-cyclical,
communication, basic material, and technology sectors.
Under the terms of the Forbearance Agreement, YA Global and
CoroWare consolidated outstanding convertible notes previously in
default totaling $2,829,690 (principal and interest) owed to YA
Global into a new single consolidated convertible debenture secured
by CoroWare intellectual property and other assets; and YA Global
agreed to refrain from converting the consolidated convertible
debenture or exercising any rights or remedies that they may have
as specified in the new consolidated convertible debenture over a
period ending on April 30, 2016, unless a breach of the Forbearance
Agreement of the new consolidated convertible debenture occurs.

"I am pleased to report that CoroWare and YA Global have reached
accord through this Forbearance Agreement," said Lloyd Spencer,
president and CEO of CoroWare, Inc.  "Through this agreement,
CoroWare is furthering its long term plan to restructure and
extinguish convertible debt with the objective of reducing debt and
increasing shareholder value."

In return for YA Global's forbearance, CoroWare has agreed to a
monthly repayment plan that will partially extinguish the unpaid
interest portion comprising the convertible debenture during a
period ending on April 30, 2016, and provide CoroWare with the
opportunity to restructure its outstanding debt in cooperation with
strategic investment partners.

                      About CoroWare, Inc.

Headquartered in Bellevue, Washington, CoroWare, Inc. --
http://www.coroware.com-- is a diversified technology and
solutions company with expertise in:

Business Consulting Services: R&D engineering services, business
process workflow, software architecture, design and development,
content management, console, PC and online game production,
marketing coordination and management.

Robotics and Automation: Custom engineering such as visualization,
simulation and software development, mobile robot platforms for
university, government and corporate researchers.

CoroWare's customers are located in North America, Europe, Asia and
the Middle East, spanning multiple industry sectors.  CoroWare
partners with universities, software and hardware product
development companies and non-profit organizations.


DF SERVICING: Court Prohibits Use of Bautista Cash Collateral
-------------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the United States Bankruptcy
Court for the District of Puerto Rico entered an order prohibiting
Debtors DF Servicing LLC, DF Investments LLC, DF Holdings LLC, and
DF Tier I LLC, from using any cash collateral of Bautista Cayman
Asset Company.

The Debtors are directed to show cause in writing why a further
order should not be entered:

   (a) Ordering the Debtors to account for all the cash collateral
received by or for the benefit of the Debtors since the petition
date, without prejudice to Debtor's compliance with other reporting
obligations under the Bankruptcy Code and Rules.

   (b) Requiring that any cash collateral of Bautista Cayman Asset
Company that is in the possession, custody or control of the Debtor
or any of the Insiders of the Debtor be turned over to Bautista
Cayman Asset Company.

   (c) Allowing Bautista Cayman Asset Company immediate access to
the Debtor's books and records, including, all annual and quarterly
financial statements for the period subsequent to December 31,
2013, the Debtor's investment and bank accounts, and all electronic
records on any company computers, to make electronic copies,
photocopies or abstracts of the business records of the debtor.

As previously reported by The Troubled Company Reporter, Bautista
Cayman Asset Company, as the prepetition secured lender to the
Debtors, asked the Bankruptcy Court to prohibit the Debtors' use of
cash collateral until they provide adequate protection against the
diminution in value of the Secured Lender's cash collateral and
condition the Debtors' continued use of cash collateral on such
adequate protection.

According to the Secured Lender, the Debtors have failed to move
for authorization to use its cash collateral and have
misrepresented to the Bankruptcy Court that its claims are
unsecured.

The Debtors, in response to the Secured Lender's opposition,
complained that the lender's argument that the Credit Agreement was
bifurcated from the APA and the EUFA and sold to it separately by
the FDIC is not correct because, "Under New York law, instruments
executed at the same time, by the same parties, for the same
purpose and in the course of the same transaction will be read and
interpreted together."

The Debtors asserted that they have a claim against Bautista for
its failure to fund the Future Advance in accordance with the
Credit Agreement, resulting in the payment due from Bautista of the
Trigger Event Fee of $61,936,904 for a Trigger Event that occurred
on June 24, 2015.  According to the Debtors, Bautista's failure to
either dispute or cure the breach during the Initial Cure Period
results in the imposition of the Trigger Event Fee, which amount
can be properly offsetted against the claims, which, along with
other offsets, meets or exceeds the total amounts claimed as due by
Bautista under the Credit Agreement.  Thus, Bautista may not avoid
the consequences of the obligations, breaches and offsets arising
from the APA and the EUFA under New York law, the Debtors argued.

The Secured Lender replied that the Debtors relied on a flawed
argument that has already been rejected by two New York state
courts -- namely, that the Debtors are excused from repaying $101
million in loans owned by the Secured Lender because Doral Bank
allegedly failed to honor obligations under two separate agreements
which were never assigned to or assumed by the Secured Lender, and
that the FDIC has repudiated.

According to the Secured Lender, the Debtors also grossly overstate
the value of their assets in order to suggest that the Secured
Lender is somehow over-secured and the Debtors also fail to meet
their evidentiary burden to show that the Secured Lender would be
adequately protected solely by an equity cushion and cash from
operations, but instead, the Debtors make self-serving, unsupported
assertions that the Secured Lender is adequately protected because
its assets have an "estimated value" of $114,979,296.  More than
80% of the claimed value of $114,979,296 is simply the principal
amount of non-performing loans sold to the Debtors by Doral Bank --
loans which even the Debtors contend they cannot collect, the
lender said.

DF Servicing, LLC, et al., are represented by:

     Charles A. Cuprill-Hernandez, Esq.
     P.S.C. LAW OFFICES
     356 Fortaleza Street - Second Floor
     San Juan, PR 00901
     Telephone: 787-977-0515
     Facsimile: 787-977-0518
     email: ccuprill@cuprill.com

Bautista Cayman Asset Company is represented by:

     Antonio A. Arias-Larcada, Esq.
     Lina M. Soler-Rosario, Esq.
     MCCONNELL VALDÉS LLC
     270 Muñoz Rivera Avenue
     Hato Rey, PR 00918
     Telephone: (787) 250-5604
     Facsimile: (787) 759-2771
     email: aaa@mcvpr.com
             lms@mcvpr.com

        -- and --

     James M. Wilton, Esq.
     Patricia I. Chen, Esq.
     Martha E. Martir, Esq.
     ROPES & GRAY LLP
     800 Boylston Street
     Boston, Massachusetts 02199-3600
     Telephone: (617) 951-7000
     Facsimile: (617) 951-7050
     email: james.wilton@ropesgray.com
             patricia.chen@ropesgray.com
             martha.martir@ropesgray.com

          About DF Servicing

Engaged in the business of purchase and sale of construction
projects, DF Servicing, LLC, DF Tier I, LLC, DF Investments, LLC
and DF Holdings LLC filed Chapter 11 bankruptcy petitions (Bankr.
D.P.R. Case Nos. 15-10253 to 15-10256) on Dec. 24, 2015.  The
petitions were signed by Mark Mashburn, the president.  Charles A
Cuprill, PSC Law Office, serves as counsel to the Debtors.


EDWARD MANDEL: Court Affirms Dismissal of Suit vs. Thrasher
-----------------------------------------------------------
Appellants Shore Chan Depumpo LLP and Edward Mandel appeal an order
dismissing their declaratory judgment suit against Appellee Steven
W. Thrasher d/b/a Thrasher Associates, LLC, for want of
jurisdiction.

Mandel argues in his letter brief that he has standing to assert a
cause of action based on the Final Judgment and settlement
agreement because that cause of action arose after the commencement
of his bankruptcy case and is not an asset of the bankruptcy
estate.

In a Memorandum Opinion dated January 13, 2016, which is available
http://is.gd/0gRucgCourt of Appeals of Texas, Fifth District,
Dallas, affirmed the trial court's order dismissing the case for
want of jurisdiction.  The court concluded that Mandel lacks
standing to present the declaratory judgment claim.  Furthermore,
this declaratory judgment action is an improper collateral attack
on the Final Judgment.

The case is SHORE CHAN DEPUMPO LLP AND EDWARD MANDEL, Appellants,
v. STEVEN W. THRASHER D/B/A THRASHER ASSOCIATES, L.L.C., Appellee,
No. 05-14-00967-CV.



EPICOR SOFTWARE: Bank Debt Trades at 4% Off
-------------------------------------------
Participations in a syndicated loan under which Epicor Software
Corp is a borrower traded in the secondary market at 96.05
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.49 percentage points from the
previous week.  Epicor Software pays 375 basis points above LIBOR
to borrow under the $1.4 billion facility. The bank loan matures on
May 25, 2022 and carries Moody's B2 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


FEDERAL-MOGUL CORP: Bank Debt Trades at 15% Off
-----------------------------------------------
Participations in a syndicated loan under which Federal-Mogul Corp
is a borrower traded in the secondary market at 85.20
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.13 percentage points from the
previous week.  Federal-Mogul Corp pays 300 basis points above
LIBOR to borrow under the $700 million facility. The bank loan
matures on April 4, 2018 and carries Moody's B1 rating and Standard
& Poor's B- rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Jan. 29.


FIELDWOOD ENERGY: Moody's Lowers CFR to Caa3, Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Fieldwood Energy LLC's
Corporate Family Rating to Caa3 from B2, Probability of Default
Rating (PDR) to Caa3-PD from B2-PD, senior secured first-lien term
loan to Caa1 from Ba2 and senior secured second-lien term loan to
Ca from B3.  Moody's withdrew Fieldwood's SGL-3 Speculative Grade
Liquidity Rating.  The rating outlook was changed to negative. This
concludes the rating review that was initiated on Jan. 21, 2016.

"The downgrade reflects Fieldwood's unsustainable capital
structure, weak liquidity and our expectation of continued
degradation in leverage and coverage metrics through 2017 as
existing hedges roll off," said Sajjad Alam, Moody's Analyst.
"Based on our expectations for low oil and natural gas prices over
the next several years, Moody's believes it is likely that
Fieldwood's debt will need to be restructured."

Issuer: Fieldwood Energy LLC

Ratings Downgraded:

  Corporate Family Rating, Downgraded to Caa3 from B2
  Probability of Default Rating, Downgraded to Caa3-PD from B2-PD
  First Lien Senior Secured Term Loan, Downgraded to Caa1 (LGD2)
   from Ba2 (LGD2)
  Second Lien Senior Secured Term Loan, Downgraded to Ca (LGD5)
   from B3 (LGD5)

Outlook Actions:

  Outlook, Changed to Negative from RUR

Ratings Withdrawn:

  Speculative Grade Liquidity Rating, Withdrew SGL-3

RATINGS RATIONALE

Fieldwood's Caa3 CFR reflects its unsustainably high debt burden in
relation to its cash flow potential in a low commodity price
environment, its weak liquidity including high covenant violation
and borrowing base reduction risks in 2016, large debt-like
plugging & abandonment (P&A) obligations that requires significant
ongoing cash spending, exposure to elevated event risks due to its
concentration in the US Gulf of Mexico and the heavy reinvestment
requirements that are necessary to extend its short reserve life.
The rating is supported by Fieldwood's large oil-weighted (~60%
liquids) production base, high proportion of proved developed (PD)
and behind-pipe reserves that can be brought to production at
fairly low costs, and routine practice of hedging a significant
portion of its production.  The Caa3 CFR also reflects the
company's private ownership and limited operational and financial
disclosures.

Fieldwood has weak liquidity.  The company had a $126 million
funding deficiency under its first-lien revolver as of Dec. 4,
2015, and is facing a potential covenant violation in early 2016.
While the company might be able to fix the revolver deficiency by
using its cash balance ($193 million at September 30, 2015) or
through the issuance of new letters of credit facilities, potential
cuts to the revolver borrowing base in Spring 2016 could further
pressure liquidity.  The revolver borrowing base was reduced to
$1.3 billion in December 2015 and there is risk that continued low
oil prices could lead to further cuts during the Spring
redetermination.  Both the $417 million revolver and the $883
million first-lien term loan mature in September 2018, which will
present elevated refinancing risk if oil and natural gas prices do
not improve materially from today's levels.  There is also a high
likelihood that the company will breach the 4.5x total leverage
covenant at the end of first quarter 2016.  The company's alternate
liquidity is limited given all of its assets are encumbered by its
secured credit facilities; however, Fieldwood has $250 million of
committed undrawn equity from its private equity sponsor.

The first-lien term loan is rated Caa1, two notches above the CFR,
because it has a priority claim to Fieldwood's substantial asset
base (and ranks pari passu with the revolving credit facility) and
the significant loss absorption cushion provided by the large
second-lien facility.  Moody's believes the Caa1 rating more
appropriately captures the recovery potential for the first-lien
facilities despite a B3 indication by Moody's Loss Given Default
Methodology.  The $2.1 billion second-lien term loan is rated Ca
and notched below the CFR because of its junior claim in a
potential default situation behind the combined $1.3 billion
first-lien revolver and term loan facilities.

The negative outlook reflects the risk of further erosion in
Fieldwood's credit metrics and liquidity in a potentially
protracted downturn.  The CFR could be downgraded if the EBITDAX to
Interest coverage ratio falls below 1.5x or the company is unable
to remedy the revolver deficiency and covenant violation risks.
For an upgrade, Moody's will look for a viable solution to its
chronic liquidity problems, significant debt reduction and a
sustainable RCF/Debt ratio above 20%.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011.

Fieldwood Energy LLC is a Houston, Texas based private oil and gas
E&P company with primary producing assets on the US Gulf of Mexico
shelf.



FREIGHTCAR AMERICA: Settlement in Welfare Benefits Class Suit OK'd
------------------------------------------------------------------
Presently before the Court is the Joint Motion for Final Approval
of Class Action Settlement.  The Parties submitted a Memorandum of
Law in Support of Joint Motion for Final Approval of Class Action
Settlement.  A substantial number of Class Members object to the
proposed Settlement.  Counsel for Plaintiffs Anthony J. Zanghi, et
al., and for Defendants Freightcar America, Inc., et al., submitted
separate responses to the objections.  Counsel for the Parties and
members of the Class appeared before the Court for a Hearing on the
Joint Motion for Final Approval of Class Action Settlement on
January 5, 2016.

This case stems from ten years of litigation concerning the rights
to continued medical coverage and life insurance benefits under an
employee benefit plan.

In a Memorandum Opinion and Order January 19, 2016, which is
available at http://is.gd/Hj7lrcfrom Leagle.com, Judge Kim R.
Gibson of the United States District Court for the Western District
of Pennsylvania held that the proposed settlement meets the
requirements for settlement approval under applicable law and
granted the Joint Motion for Final Approval of Class Action
Settlement.  The Court dismissed the operative complaint, and all
claims asserted therein are dismissed with prejudice and without
costs to any of the settling parties other than as provided for in
the Settlement Agreement.

Class Counsel's requested fee and expense award of $1.3 million is
approved.  The Court awards to Class Counsel reimbursement of their
litigation expenses in the total amount of $27,931.23, including
$25,621 for Feinstein Doyle Payne and Kravec, LLC, $142.81 for
Brian Zimmerman of B. Zimmerman Law, and $2,167.42 for attorneys
from Cornfield and Feldman, LLP. The Court awards $1,272,068.77 to
Class Counsel as a reasonable attorneys' fee. Defendants shall make
a payment in the total amount of $1.3 million to the law firm of
Feinstein Doyle Payne & Kravec LLC within ten days of the Effective
Date, as that term is defined in the Settlement Agreement.

The case is ANTHONY J. ZANGHI et al., Plaintiffs, v. FREIGHTCAR
AMERICA, INC. et al., Defendants, Civil Action No. 3:13-146.

ANTHONY J. ZANGHI, Plaintiff, represented by Brian L.
Zimmerman,Stephen M. Pincus, Feinstein Doyle Payne & Kravec, LLC,
William T. Payne, Feinstein Doyle Payne & Kravec, LLC, Joel R.
Hurt, Feinstein Doyle Payne & Kravec, LLC & Pamina G. Ewing,
Feinstein Doyle Payne & Kravec, LLC.

FREIGHTCAR AMERICA, INC., Defendant, represented by Nancy G. Ross,
Mayer Brown LLP, Samuel P. Myler, Mayer Brown LLP, Vincent J.
Connelly, Jr., Mayer Brown LLP, Brian D. Netter, Mayer Brown LLP,
James Clark Munro, II, Spence, Custer, Saylor, Wolfe & Rose, LLC,
Michael J. Parrish, Jr., Spence, Custer, Saylor, Wolfe & Rose &
Ronald P. Carnevali, Jr., Spence, Custer, Saylor, Wolfe & Rose.

FreightCar America, Inc. manufactures a wide range of railroad
freight cars, supplies railcar parts, leases freight cars through
its JAIX Leasing Company subsidiary and provides railcar
maintenance and repairs through its FreightCar Rail Services, LLC
subsidiary. FreightCar America designs and builds high-quality
railcars, including coal cars, bulk commodity cars, covered hopper
cars, intermodal and non-intermodal flat cars, mill gondola cars,
coil steel cars and boxcars. It is headquartered in Chicago,
Illinois and has facilities in the following locations: Cherokee,
Alabama; Danville, Illinois; Grand Island, Nebraska; Hastings,
Nebraska; Johnstown, Pennsylvania; and Roanoke, Virginia. More
information about FreightCar America is available on its website
at www.freightcaramerica.com.


GRAHAM GULF: BA Opposes Immediate Payment of Carls, GT's Fees
-------------------------------------------------------------
Mark S. Zimlich, United States Bankruptcy Administrator for the
Southern District of Alabama, asks the U.S. Bankruptcy Court for
the Southern District of Alabama to deny the applications filed by
Wells Fargo Bank, N.A., for the payment of fees and expenses of
Carl Marks Advisory Group LLC and of Greenberg Traurig LLP.

In the alternative, the Bankruptcy Administrator asks the Court to
disallow the immediate payment of fees and expenses at this time,
reserving all parties' rights, claims and objections thereto for
determination at a later date.

Counsel for Wells provided an Application seeking payment for the
fees and expenses for GT for the month of December 2015 totaling
$27,397, as well as for the fees and expenses for Marks for the
months of November and December 2015 totaling $58,317 and $27,572,
respectively, and these Applications for Marks are in addition to
that previously submitted Application which seeks $155,051, which
the Bankruptcy Administrator had previously objected.  The total
fees and expenses incurred for Marks from September 18 through
December 31, 2015 amounts to $240,942.

The Bankruptcy Administrator says it does not object to the
necessity or reasonableness of the requested fees, but object to
the immediate payment thereof.  The Bankruptcy Administrator points
out that any professional fees and expenses incurred by Wells may
only be allowed as part of Wells's allowed secured claim only if
Wells is over secured, as provided by Section 506(b) of the
Bankruptcy Code.

The Bankruptcy Administrator asserts that the immediate payment of
those fees and expenses in accordance with the agreement of the
parties in the Cash Collateral Orders has been predicated on the
assumption present at the beginning of the case, that is, that
Wells is significantly over secured.  However, as the Court knows,
this issue has not been litigated, nor the value of Wells's
collateral determined by the Court, since the parties have been
able to reach interim agreements of use of collateral and
post-petition financing by an insider of the Debtor and the recent
agreement between the parties has extended the cash collateral
issues until January 25, 2016, the Bankruptcy Administrator
argues.

The Bankruptcy Administrator also asserts that while at the
beginning of the case the circumstances may have justified the
provisions in the Cash Collateral Orders authorizing immediate
payments of Wells's professional fees and expenses, it appear that
under the developing circumstances further significant expenditures
for these items, when Wells's over secured status has not been
determined, and the Debtor appears to be in a critical financial
situation, may not be justified, especially for the significant
fees sought in the Applications.

It may be appropriate to reserve ruling on the issues of
entitlement, reasonableness and necessity for a later date, but
deny immediate payment of these professional fees under the
existing provisions of the Cash Collateral Orders, the Bankruptcy
Administrator further asserts.

Bankruptcy Administrator, Mark S. Zimlich, is represented by:

     W. Alexander Gray Jr., Attorney
     Bankruptcy Administrator
     113 St. Joseph St. Box 16
     Mobile, Alabama 36602
     Telephone: (251) 441-5434
     Email: alec_gray@alsba.uscourts.gov

          About Graham Gulf

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

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

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

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


GREEN PLAINS: S&P Lowers CCR to 'B' & Cuts Rating on Debt to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Green Plains Renewable Inc. corporate credit to 'B' from
'B+'.  The outlook is negative.  In addition, S&P lowered the
rating on the senior secured debt to 'BB-' from 'BB'.  The recovery
rating on this debt remains '1', indicating expectations of very
high (90% to 100%) recovery in the event of a payment default.

"The downgrade reflects our view that narrowing ethanol crush
spreads and low distillers dried grains (DDGS) prices will pressure
Green Plains' financial measures and lead to debt to EBITDA
materially above our previous expectations, in the range of 5.0x to
5.5x in 2016," said Standard & Poor's credit analyst Nora Pickens.
Ethanol profitability has come under pressure as the commodity
tracks gasoline into multiyear lows versus relatively stable corn
prices.  This dynamic has led ethanol to price higher than gasoline
over recent months, which negatively affects the overall
cost-advantage appeal of alternative fuels.  This negative trend is
amplified by the Chinese Ministry of Commerce's recent decision to
initiate anti-dumping and duty investigations against U.S. DDGS
producers.  As the largest importer of U.S. DDGS, a pullback from
Chinese consumers will likely translate into lower DDGS prices over
the next year.

The negative outlook reflects S&P's expectation that challenging
industry conditions could place incremental pressure on GPRE's
liquidity and credit measures, such that debt to EBITDA remains
above 5.5x in 2016.

S&P could lower the rating if industry conditions remain weak,
margins narrow, or Green Plains experiences unanticipated operating
difficulties such that liquidity tightens or debt to EBITDA remains
above 5.5x at year end 2016.

S&P could revise the outlook to stable if Green Plains' maintains
adequate liquidity and debt to EBITDA below 4.0x for an extended
period of time.


GUESTLOGIX INC: Begins CCAA Proceedings; Receives Default Notice
----------------------------------------------------------------
GuestLogix Inc. on Feb. 9 disclosed that the Company has commenced
proceedings and obtained court protection under the Companies'
Creditors Arrangement Act (the "CCAA") as the Company attempts to
restructure and reorganize its assets, business and financial
affairs.  The operations of OpenJaw Technologies Limited are not
subject to the CCAA proceedings.

After careful consideration of all other available alternatives,
the Board of Directors of the Company determined that it was in the
best interests of the Company and all of its stakeholders to file
for an application for creditor protection under the CCAA.  The
Company has been otherwise unable to restructure its affairs in an
adequate manner as a result of a combination of continuing negative
operating results, the current state of the capital markets, and
the inability of the Company to identify a suitable transaction
from its previously announced strategic review process that would
satisfy all of the Company's existing financial obligations, both
secured and unsecured.  Further, on February 8, 2016, the Company
received a formal notice of default from its senior lender in
respect of certain events of default under its senior credit
facility and forbearance agreement.

Under the CCAA proceedings, it is expected that the Company's
operations will continue uninterrupted in the ordinary course of
business and that after the filing date, obligations to employees,
key suppliers of goods and services and the Company's customers
will continue to be met on an ongoing basis.  The Company's
management will remain responsible for the day-to-day operations of
the Company.

To enable the Company and its operating subsidiaries to maintain
normal business operations, the Initial Order is expected to
provide a stay of certain creditor claims and the exercise of
contractual rights arising out of the CCAA process and so provides
the necessary protection to continue the Company's ongoing
strategic review process under the oversight of the Board of
Directors and with the advice of the Company's professional
advisors.  In this regard, the Company anticipates that it will
make an application in the near future for a further court order to
create a sale and investments solicitation process ("SISP") to be
conducted in conjunction with the CCAA proceedings.  The SISP is
intended to generate interest in either the business or the assets
of the Company or a recapitalization of the Company, with the goal
of maximizing return in respect of the Company's assets and
creating the foundation of a plan of compromise or arrangement for
all stakeholders of the Company.

Subject to further court approval, it is anticipated that the
Company will continue to retain Canaccord Genuity as sales agent,
investment banker and financial advisor to the Company in
connection with any proposed financing, recapitalization or sale
transaction that may arise under the CCAA proceedings or any future
SISP.  A further court application related to approval of Canaccord
Genuity's engagement is anticipated to proceed in the near future.

A Monitor of the Company for the CCAA proceedings was expected to
be appointed on Feb. 9.  A copy of the CCAA Initial Order and other
details will be made available on the Monitor's website.

Trading in the common shares of the Company on the Toronto Stock
Exchange ("TSX") has been halted and it is anticipated that the
trading thereof will continue to be halted until a review is
undertaken by the TSX regarding the suitability of the Company for
listing on the TSX.

Further news releases will be provided on an ongoing basis
throughout the CCAA process as required by law or otherwise as may
be determined necessary by the Company.

                        About GuestLogix

GuestLogix -- http://www.guestlogix.com-- provides merchandising,
payment and business intelligence technology to the passenger
travel industry, both onboard and off-board.


GYMBOREE CORP: Bank Debt Trades at 47% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 52.53
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.57 percentage points from the
previous week.  Gymboree Corp pays 350 basis points above LIBOR to
borrow under the $820 million facility. The bank loan matures on
Feb. 23, 2018 and carries Moody's B3 rating and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


HANCOCK FABRICS: Gets Interim Approval for Chapter 11 Sale Plan
---------------------------------------------------------------
Jeff Montgomery at Bankruptcy Law360 reported that a Delaware
bankruptcy judge on Feb. 3, 2016, cleared Hancock Fabrics Inc. for
a nearly immediate sale of more than a quarter of its 263 stores,
followed by a fast-paced Chapter 11 attempt to sell the rest as a
going concern for an estimated $70 million.

Judge Brendan L. Shannon also authorized a $100 million
debtor-in-possession loan to pay both prepetition expenses and
company needs in Chapter 11, pending a sell-off of the balance of
the company, which has $182 million in liabilities.

                 Great American-Led Closing Sales

As reported in the Feb. 8, 2016 edition of the TCR, Hancock
Fabrics, Inc., et al., sought authority from the Bankruptcy
Court to continue to commence and continue store closing or similar
themed sales in accordance with a Consulting Agreement dated as of
Jan. 23, 2016, with Great American Group, LLC, as consultant.

The Debtors operate more than 260 stores in 37 states under the
name of "Hancock Fabrics," a national fabric and specialty retailer
offering an extensive selection of high-quality fashion and home
decorating textiles, sewing accessories, needlecraft supplies, and
sewing machines, along with in-store sewing advice.  

The Debtors intend to close a limited number of uneconomic and
underperformed retail stores and to pursue a sale of the balance of
their business through an auction process -- ideally on a
going-concern basis.  Lincoln International LLC, the Debtors'
proposed investment banker, had identified a total of 70 stores as
underperforming stores that should be closed immediately to ease
certain of the liquidity restraints that the Debtors currently face
by means of a store closing or similar themed sales.

In order to maximize the value of the inventory to be included in
the Store Closing Sales at the Closing Stores and the owned
furniture, fixtures, and equipment in the Closing Stores, the
Debtors sought to retain Great American, a national liquidation
firm, as consultant.

Under the terms of the Consulting Agreement, Great American will
serve as the exclusive agent to the Debtors for the purpose of
conducting a sale of certain Merchandise and Owned FF&E at the
Closing Stores using the procedures outlined in the Sale
Guidelines.

The sale term is from around Feb. 8, 2016, to May 30, 2016.

                        About Hancock Fabrics

Hancock Fabrics, Inc., is a specialty fabric retailer operating
stores under the name "Hancock Fabrics".  Hancock has 4,500
full-time and part time employees.  The Baldwyn, Mississippi-based
company is one of the largest fabric retailers in the United
States, operating 260 stores in 37 states as of October 31, 2015
and an internet store under the domain name
http://www.hancockfabrics.com/

Hancock Fabrics, Inc. and six of its affiliates, retailer of
fabric, sewing and accessories, filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on
Feb. 2, 2016.  Dennis Lyons, the senior vice president and chief
administrative officer, signed the petitions.  Judge Brendan
Linehan Shannon is assigned to the jointly administered cases.

The Debtors have engaged O'Melveny & Myers LLP as general counsel,
Richards, Layton & Finger, P.A., as local counsel, Clear Thinking
Group LLC as financial advisor, Retail Consulting Services, Inc.
d/b/a Real Estate Advisors as real estate advisors and Kurtzman
Carson Consultants, LLC as claims and noticing agent.

The Debtors disclosed total assets of $151.4 million and total
debts of $182.1 million.  The Debtors owe its trade vendors
approximately $21.2 million as of Jan. 31, 2016.


HAVEN HEALTHCARE: Ex-Officers Ordered $956K Restitution to Omega
----------------------------------------------------------------
Between August and November 2007, defendants Fred Dalicandro and
Raymond Termini defrauded Omega Health Care Investors, Inc.  The
fraud occurred in connection with Termini's position as chief
executive officer and managing member of Haven Healthcare and
Dalicandro's position as Director of Cash Management for Haven.

On October 2, 2007, Omega wired $418,480 to the Jewett City
residence, and $537,610 to the Soundview residence for a total of
$956,090 as reimbursement for various invoices that turned out to
be false or misleading. Rather than being used for the actual costs
of sprinkler systems in those two residences, that money was put
into Haven's operating accounts, and on October 31, 2007, was used
to pay part of over $2.1 million in provider taxes Haven owed the
State of Connecticut. Haven filed for bankruptcy in November 2007
and had substantially no assets by June or July 2008. In July 2008,
Omega entered into a lease with a different company—TC Healthcare
I, LLC to operate the Soundview and Jewett City facilities.

Termini and Dalicandro pled guilty to wire fraud. Termini was
sentenced to a year and a day of imprisonment and three years of
supervised release, in addition to a $6,000 fine. Because
restitution is mandatory by statute but appeared potentially
complex in this case, it was not immediately ordered but instead
the criminal judgment included a restitution provision as follows:
"Restitution: A restitution order will issue." Dalicandro was
sentenced to pay a $2,500 fine and his criminal judgment provided
as follows: "Restitution: A written order will issue following a
hearing on October 8, 2010."

In a Restitution Order dated January 15, 2016, which is available
at http://is.gd/mb6Ax9from Leagle.com, Judge Stefan R. Underhill
of the United States District Court for the District of Connecticut
granted the government's request for restitution.  Dalicandro and
Termini are jointly and severally responsible for making $956,050
in restitution to Omega through the court.

The case is UNITED STATES v. RAYMOND TERMINI. UNITED STATES v. FRED
DALICANDRO, Nos. 3:10-cr-5 (SRU), 3:09-cr-245 (SRU).

                    About Haven Healthcare

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provides  
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.

The company and 46 of its affiliates filed for chapter 11
protection on Nov. 22, 2007 (Bankr. D. Conn. Lead Case No. 07-
32719).  Moses and Singer LLP serves as the Debtors' counsel.
Kurtzman Carson Consultants LLC is the Debtors' claims and
notice agent.  The U.S. Trustee for Region 2 appointed nine
creditors to serve on an Official Committee of Unsecured Creditors
in this case.  Pepper Hamilton LLP is counsel and Neubert Pepe &
Monteith P.C. as its co-counsel to the Creditors Committee.  When
the Debtors sought protection from their creditors, they listed
assets and debts of between $1 million and $100 million.  The
Debtors' consolidated list of 50 largest unsecured creditors
showed total claims of more than $20 million.

                            *    *    *

As of Feb. 29, 2008, the Debtors' balance sheet showed total
assets of $25,965,631 and total liabilities of $38,597,720
resulting in a $12,632,089 stockholders' deficit.

According to the Troubled Company Reporter in 2008, the United
States Bankruptcy Court for the District of Connecticut dismissed
the Chapter 11 cases of Haven Healthcare Management LLC and its
debtor-affiliates.


HMK MATTRESS: S&P Withdraws 'B' CCR Over Acquisition Deal
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on national
mattress retailer HMK Mattress Holdings LLC d/b/a Sleepy's and its
subsidiary HMK Mattress Intermediate LLC, including the 'B'
corporate credit rating.

The withdrawal follows Mattress Firm Holding Corp.'s completed
acquisition of the company.  Both HMK Mattress Holdings LLC d/b/a
Sleepy's and HMK Mattress Intermediate LLC are now wholly owned by
Mattress Firm Holding Corp. and all of their previously rated debt
has been repaid.  The revised final debt amounts and terms of the
acquisition did not have an impact on S&P's ratings on Mattress
Firm Holding Corp.


HOMER CITY: Moody's Lowers Rating on Sr. Secured Bonds to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded Homer City Generation L.P.'s
senior secured bonds to Caa2 from B3.  Concurrent with this rating
action, the rating outlook is revised to negative from stable.

RATINGS RATIONALE

The downgrade of Homer City to Caa2 reflects General Electric
Capital Corporation's (GECC) recently announced $800 million
after-tax write down of its investment in Homer City, GECC's plan
to exit over time its indirect interest in Homer City, and the
termination of the $75 million uncommitted working capital line
between GECC and Homer City in late 2015.  Given these actions,
Moody's incorporates the assumption that further sponsor support is
unlikely except for approximately $18 million necessary to complete
the project's SO2 scrubbers in 2016.  Moody's also sees these
actions as highlighting the project's standalone credit
deterioration and substantially diminished long term value.

The Caa2 rating further considers deteriorating wholesale energy
market conditions, Homer City's unsustainable capital structure
including large scheduled debt service payments, and its net
internal liquidity dropping by over 50% as of September 2015
compared to the prior year.  Challenging market conditions in
conjunction with large scheduled debt service payments have
resulted in low financial metrics with 0.5x debt service coverage
ratio (DSCR) and less than 2% FFO to debt for the twelve months
ending September 2015 per Moody's standard calculations.  The
project's negative free cash flow has resulted in the project
utilizing a majority of its net liquidity over the past year and we
estimate Homer City has around $51 million remaining as of Sept.
30, 2015, after adjusting for its October 1, 2015 debt service
payment.  Looking forward, we currently estimate the project could
deplete its remaining liquidity in 2017 unless wholesale energy
prices markedly improves.

In a default, Moody's currently incorporates the assumption that
bondholders will recover at the lower end of the 80% to 90%
recovery range implicit for a Caa2 rating.  Moody's view is largely
based upon its calculation of the debt component of similar
coal-fired merchant power project's capital structures within PJM.
That said, recovery in a default remains uncertain with a material
chance for lower recovery values given market conditions for
wholesale power generation assets.

Homer City's negative outlook reflects Moody's view of the
project's high default probability over the next 12 to 24 months
based on our expectations that the project will continue to have
low financial metrics and declining liquidity.  The negative
outlook also reflects the potential for recovery below 80% in a
default if wholesale market conditions do not materially improve.
This is particularly the case given the fickle nature of the deeply
speculative grade high-yield market as shown over the last few
months.

The project's outlook could change to stable if there is greater
certainty on likely recovery in the 80% to 90% range in a default
or if the wholesale market conditions substantially improve leading
to stronger liquidity and financial performance.

The project's rating could drop further if we believe that Homer
City's recovery prospects in a default is likely to drop below
80%.

Homer City Generation L.P. is a special purpose company that owns a
1,884 MW coal-fired plant in Homer City, PA.  The Project derives
revenue from the market based sale of energy, capacity and
ancillary services into the PJM Interconnection, LLC (PJM) and the
New York Independent System Operator (NYISO) markets.  Homer City
has a contract with Boston Energy Trading and Marketing, LLC
(BETM), a subsidiary of NRG Energy Inc. (NRG: Ba3 stable), to
provide energy management services including selling of power and
capacity.  An affiliate of GECC, EFS Homer City, owns over 95% of
Homer City while MetLife owns the remaining stake as of September
2015.

The principal methodology used in these ratings was Power
Generation Projects published in December 2012.


HOSPITAL DAMAS: Medical Malpractice Suit vs. Parent Dismissed
-------------------------------------------------------------
Lizbeth Vargas Colon in representation of her minor daughter L.C.V.
and her sons Jaime Manuel Cedeño Vargas and Jaime Alexander
Cedeño Vargas, collectively Plaintiffs, filed an action under
diversity jurisdiction against Defendants Fundacion Damas, Inc.,
Banco Popular de Puerto Rico, and any unknown insurance companies
liable for the actions of Fundacion and BPPR for direct and
vicarious liability claim of medical malpractice against Fundacion
for negligent acts and omissions committed by Hospital Damas, a
subsidiary of Fundacion and its agents; a direct action against any
of the Defendants' insurers and a negligence action against BPPR,
as Trustee of the Hospital Damas Self Insurance Trust Fund.

Pending before this Court are Fundacion's motion for summary
judgment and BPPR's motion to dismiss.

In an Opinion and Order dated January 19, 2016, which is available
at http://is.gd/X2DPmZfrom Leagle.com, Judge Gustavo A. Gelpi of
the United States District Court for the District of Puerto Rico
granted Fundacion's motion for summary judgment and BPPR's motion
to dismiss.

The case is LIZBETH VARGAS-COLON, et al., Plaintiffs, v. FUNDACION
DAMAS, INC., BANCO POPULAR DE PUERTO RICO, et al., Defendants,
Civil No. 14-1909 (GAG).

Lizbeth Vargas-Colon, Plaintiff, is represented by David Efron,
Esq. -- David Efron Law Offices.

Fundacion Damas, Inc., Defendant, is represented by Freddie
Perez-Gonzalez, Esq. -- Freddie Perez Gonzalez & Assoc. PSC & Jose
Julian Blanco-Dalmau, Esq. -- Freddie Prez Gonalez & Asociados.

Banco Popular de Puerto Rico, Inc., Defendant, is represented by
Luis E. Padron-Rosado, Esq.


IASIS HEALTHCARE: S&P Assigns 'BB-' Rating on New $207MM Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to Franklin, Tenn.-based hospital
operator IASIS Healthcare LLC's new $207 million senior secured
revolving credit facility to replace its existing $300 million
revolving credit facility maturing in May 2016.  The '1' recovery
rating indicates expectations for very high (90% to 100%) recovery
in the event of a payment default.  While the revolver size has
been reduced, S&P believes the company will maintain adequate
liquidity.  S&P's ratings on parent IASIS Healthcare Corp.,
including the 'B' corporate credit rating, are unchanged.  The
outlook is stable.

S&P's ratings on IASIS Healthcare LLC's revolver is 'BB-' (two
notches higher than the corporate credit rating on the parent
company IASIS Healthcare Corp.), and the recovery rating is '1',
indicating the expectation for very high (90% to 100%) recovery in
the event of a payment default.

S&P's 'B' issue-level and '3' recovery (70% to 90%, at the upper
end of the range) ratings on the existing term loan B and 'CCC+'
and '6' recovery (0% to 10%) on the senior unsecured notes are
unchanged.

S&P's assessment of IASIS' business risk profile as weak is based
on its geographic concentration, with Texas and Utah accounting for
45% of total revenues, which results in some cash flow volatility.
S&P continues to view reimbursement risk as the predominate risk
facing health care providers, including IASIS, and S&P expects that
its acute-care segment will face ongoing margin pressure as a
result of slower growth in reimbursement rates.  S&P expects the
company to grow revenues in the mid- to high-single digits in 2016,
driven by low- to mid-single-digit growth from the acute-care
segment (in line with the industry) and double-digit revenue growth
from the managed care segment.

S&P's assessment of a highly leveraged financial risk profile
reflects its expectation that leverage will be about 7.0x to 8.0x.
based on elevated capital spending and relatively flat EBITDA
margins.

RATINGS LIST

IASIS Healthcare Corp.
Corporate Credit Rating              B/Stable/--

New Rating

IASIS Healthcare LLC
$207 Mil. Senior Secured
  Revolving Credit Fac.               BB-
   Recovery Rating                    1


INEOS GROUP 2018: Bank Debt Due 2018 Trades at 3% Off
-----------------------------------------------------
Participations in a syndicated loan under which Ineos Group Plc is
a borrower traded in the secondary market at 96.79
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.76 percentage points from the
previous week.  Ineos Group Plc pays 275 basis points above LIBOR
to borrow under the $2.61 billion facility. The bank loan matures
on May 2, 2018 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


INEOS GROUP: Bank Debt Due 2022 Trades at 5% Off
------------------------------------------------
Participations in a syndicated loan under which Ineos Group Plc is
a borrower traded in the secondary market at 95.44
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.99 percentage points from the
previous week.  Ineos Group Plc pays 325 basis points above LIBOR
to borrow under the $625 million facility. The bank loan matures on
March 11, 2022 and carries Moody's Ba3 rating and Standard & Poor's
BB- rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


JP MORGAN 2013-C10: Fitch Affirms 'BBsf' Rating on Cl. E Certs
--------------------------------------------------------------
Fitch Ratings has affirmed 13 classes of J.P. Morgan Chase
Commercial Mortgage Securities Trust (JPMCC) commercial mortgage
pass-through certificates series 2013-C10.

KEY RATING DRIVERS

The affirmations are based on the stable performance of the
underlying collateral pool.  The pool has performed as expected;
there are no delinquent or specially serviced loans.

As of the January 2016 distribution date, the pool's aggregate
principal balance has been reduced by 2.8% to $1.24 billion from
$1.28 billion at issuance.  No loans are defeased.  Per servicer
reporting, there are three loans (2.8%), on the watchlist, each of
which have seen declines in performance due to declining occupancy
or rental rates.  None of the loans on the watchlist are in the
transaction's top 20 loans.

The largest loan in the pool (10.5% of the current balance) is
secured by The Shops at Riverside, a 771,233 square foot (sf)
regional mall located in Hackensack, NJ.  Collateral for the loan
totals 473,459 sf, which includes 366,549 sf of in-line space.  At
origination, the mall was anchored by Saks Fifth Avenue
(collateral) and Bloomingdales (non-collateral).  Saks Fifth Avenue
vacated the property upon its lease expiration in January 2015.
The master servicer has indicated the borrower plans to redevelop
this space, a portion of which will be occupied by a movie theatre.
As of September 2015, occupancy at the property was 80%.  The
servicer reported a drop in the net operating income (NOI) debt
service coverage ratio (DSCR) to 3.21x as of year-end (YE) 2014
from 3.25x as of YE 2013.  Fitch will continue to monitor the
redevelopment and lease up of the former Saks Fifth Avenue space.

The second largest loan (9%) is secured by the Gateway Center, a
four building office complex totalling 1.5 million square feet in
Pittsburgh, PA.  Per the September 2015 rent roll, occupancy was
90%, which is an increase from 85% as of December 2014.  The
servicer reported an increase in the NOI DSCR to 2.34x as of YE
2014 from 2.25x as of YE 2013.

RATING SENSITIVITIES

All classes maintain Stable Outlooks.  Due to the recent issuance
of the transaction and stable performance, Fitch does not foresee
positive or negative ratings migration until a material economic or
asset level event materially changes the transaction's
portfolio-level metrics.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

Fitch affirms these classes as indicated:

   -- $27.4 million class A-1 at 'AAAsf'; Outlook Stable;
   -- $87.2 million class A-2 at 'AAAsf'; Outlook Stable;
   -- $22.4 million class A-3 at 'AAAsf'; Outlook Stable;
   -- $185 million class A-4 at 'AAAsf'; Outlook Stable;
   -- $430.1 million class A-5 at 'AAAsf'; Outlook Stable;
   -- $106.7 million class A-SB at 'AAAsf'; Outlook Stable;
   -- $107.1 million class A-S at 'AAAsf'; Outlook Stable;
   -- $965.8 million* class X-A at 'AAAsf'; Outlook Stable;
   -- $84.7 million class B at 'AA-sf'; Outlook Stable;
   -- $55.9 million class C at 'A-sf'; Outlook Stable;
   -- $47.9 million class D at 'BBB-sf'; Outlook Stable;
   -- $30.4 million class E at 'BBsf'; Outlook Stable;
   -- $12.8 million class F at 'Bsf'; Outlook Stable.

*Notional amount and interest-only.

Fitch does not rate class X-B and the class NR certificates.


KALOBIOS PHARMACEUTICALS: Fights Trustee as Shkreli's Trial Nears
-----------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that as former
pharma executive Martin Shkreli prepares to face questions from
Congress over alleged prescription drug price gouging, one of his
former companies KaloBios Pharmaceuticals pushed back on Feb. 2,
2016, in Delaware federal court against a bankruptcy watchdog's bid
to potentially liquidate the company.

KaloBios, which filed for bankruptcy protection following Shkreli's
December arrest, is fighting U.S. Trustee Andrew R. Vara's attempt
to either replace the company's management or convert the case to a
Chapter 7 liquidation.

                 About KaloBios Pharmaceuticals

Based in South San Francisco, Calif., KaloBios Pharmaceuticals,
Inc., is a company biopharmaceutical company focused on the
development of monoclonal antibody therapeutics.

The Company's balance sheet at March 31, 2015, showed $32.0
million in total assets, $15.9 million in total liabilities, and a
stockholders' deficit of $16.1 million.

KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a
voluntary petition for bankruptcy protection under Chapter 11 of
Title 11 of the United States Bankruptcy Code.  The filing was
made in the U.S. Bankruptcy Court for the District of Delaware
(Case No. 15-12628).

The Company is represented by Eric D. Schwartz of Morris, Nichols,
Arsht & Tunnell.


L.D.L.P. LIMITED: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                  Case No.
       ------                                  --------
       L.D.L.P. Limited Partnership            15-00533
       116 Country Club Blvd.
       Plainwell, MI 49080

       L.D.L.P. Management, Inc.               15-00534

       Wallinwood Springs Limited Partnership  15-00535

       Wallinwood Springs Golf Club, Inc.      15-00537

Chapter 11 Petition Date: February 8, 2016

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. John T. Gregg

Debtor's Counsel: Cody H. Knight, Esq.
                  RAYMAN & KNIGHT
                  141 East Michigan Ave, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

L.D.L.P. Limited's Total Assets: $1.69 million

L.D.L.P. Limited's Total Liabilities: $1.18 million

The petition was signed by Todd B. Hartson, general partner.

The Debtors did not include a list of their largest unsecured
creditors when they filed the petitions.


MAGNUM HUNTER: Kanbar Spirits Objects to Disclosure Statement
-------------------------------------------------------------
Kanbar Spirits, Inc., and the Maurice S. Kanbar Revocable Trust
under agreement dated June 7, 2001, object to the Disclosure
Statement explaining the Joint Chapter 11 Plan of Reorganization of
Magnum Hunter Resources Corporation and its debtor affiliates.

Kanbar, which is involved in multiple partnerships and joint
ventures with one or more of the Debtors, asserts that the
Disclosure Statement should be denied for failing to provide
adequate information concerning certain partnerships and joint
ventures in which the Debtors are partners and contractual
counterparties.  Kanbar further asserts that the Debtors must
provide specific information concerning the effect of bankruptcy on
these partnerships and joint ventures.

Kanbar is represented by:

         Rachel B. Mersky, Esq.
         MONZACK, MERSKY, MCLAUGHLIN & BROWDER, P.A.
         1201 N. Orange Street, Suite 400
         Wilmington, DE 19801
         Tel: (302) 656-8162
         Fax: (302) 656-2769
         E-mail: rmersky@monlaw.com

            -- and --

         Gary M. McDonald, Esq.
         Chad J. Kutmas, Esq.
         MCDONALD, MCCANN, METCALF & CARWILE, LLP
         15 E. Fifth Street, Suite 1400
         Tulsa, OK 74103
         Tel: (918) 430-3700
         Fax: (918) 430-3770
         E-mail: gmcdonald@mmmsk.com
                ckutmas@mmmsk.com

                  About Magnum Hunter Resources

Irving, Texas-based Magnum Hunter Resources Corporation, an oil and
gas company that primarily engaged, through its subsidiaries, in
the acquisition, development, and production of oil and natural gas
reserves in the United States, said these macroeconomic factors,
coupled with the their substantial debt obligations and natural gas
gathering and transportation costs, strained their ability to
sustain the weight of their capital structure and devote the
capital necessary to maintain and grow their businesses.  MHRC's
total number of drilling rigs in operation in the United States is
just 38 percent of the number of rigs that were in operation just
one year ago.

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 petition was signed by Gary C.
Evans, the chairman and CEO.

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.

                        *     *     *

Magnum Hunter Resources Corporation and its affiliated debtors will
seek approval on Feb. 11, 2016, at 2:00 p.m., of the disclosure
statement explaining their proposed reorganization plan, as well as
the proposed solicitation and voting procedures and confirmation
timeline.

The key element of the Plan is the agreement of creditors to
convert their pre- and postpetition funded debt claims, including
the DIP facility claims of up to $200 million, second lien claims
of $336.6 million, and note claims of $600 million, into new common
equity.  Specifically, the DIP Facility Lenders shall receive their
pro rata share of 28.8 percent of the new common equity, the second
lien lenders will receive their Pro Rata share of 36.87 percent of
the New Common Equity, and the Noteholders shall receive their Pro
Rata share of 31.33 percent of the New Common Equity (all of which
is subject to dilution by the Management Incentive Plan).
Moreover, the holders of the equipment and real estate notes with
principal totaling $13.2 million will have their claims
reinstated.

The holders of general unsecured claims will receive their pro rata
share of the unsecured creditor cash pool.  It is currently
intended that the unsecured creditor cash pool will be $20,000,000,
which amount may be subject to the costs of any professional fees
or other expenses incurred as part of the claims reconciliation
process.  The Disclosure Statement still has blanks as to the
projected total amount of unsecured claims and the estimated
percentage recovery by the class.


MEDRISK MIDCO: S&P Assigns 'B' CCR & Rates $25MM Revolver 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
long-term corporate credit rating to MedRisk MidCo LLC and its
intermediate subsidiary MedRisk LLC.  The outlook is stable.  At
the same time, S&P assigned the company's five-year $25 million
revolver and seven-year $202.5 million first-lien term loan S&P's
'B' debt ratings with '3' recovery ratings (in the upper range).
The '3' recovery ratings indicate that lenders could expect
meaningful recovery at the upper end of 50%-70% in the event of a
payment default.  MedRisk LLC is the issuer of the debt.

"The 'B' rating on MedRisk is based on the company's weak business
risk profile and highly leveraged financial risk profile," said
Standard & Poor's credit analyst Hema Singh.

King of Prussia, PA-based MedRisk is a leading (No. 2) provider of
managed physical medicine and diagnostic imaging services for the
workers' compensation industry and related market sectors.  MedRisk
is an intermediary that contracts with several of the top
U.S.-based workers' compensation insurers to coordinate member
care, and actively manages the physical medicine
claims-reimbursement process on behalf of the payor clients.  The
company contracts with and manages a large national physical
medicine provider network (both physical therapists and diagnostic
imaging) for its payors.  MedRisk's earnings are primarily fee
based. MedRisk's profitability generally depends on the difference
between reimbursement rates that it can negotiate with its workers'
compensation/payor clients and the reimbursement rates it can
negotiate with its physical medicine network provider/vendors. It
does not take insurance risk.

The stable outlook on MedRisk reflects S&P's view that the company
will sustain its major client base, which will support strong
organic revenue growth (greater than 20%) and expanding EBITDA
margins in the next 12 months--supporting its key credit metrics.
S&P expects leverage to be less than 6x during the next 12 months
and EBITDA interest coverage of more than 2x.

S&P could consider lowering the ratings if MedRisk raises debt or
its business deteriorates during the next 12 months leading to
leverage of more than 7.5x, (maximum covenant is at 6.25x), EBITDA
interest coverage falls to less than 2x, or liquidity becomes
constrained so that liquidity sources fail to cover at least 1.2x
of required liquidity uses.

An upgrade in the next 12 months is limited.  S&P could consider an
upgrade in the long term if MedRisk's financial policies become
less aggressive or if it were to grow its revenue and EBITDA margin
substantially above S&P's current expectations, resulting in
sustained adjusted leverage of less than 5x.


MEG ENERGY: Bank Debt Trades at 23% Off
---------------------------------------
Participations in a syndicated loan under which MEG Energy Corp is
a borrower traded in the secondary market at 77.30
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 3.05 percentage points from the
previous week.  MEG Energy Corp pays 275 basis points above LIBOR
to borrow under the $1.28 billion facility. The bank loan matures
on March 16, 2020 and carries Moody's Ba2 rating and Standard &
Poor's BB+ rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Jan. 29.


METALDYNE CORP: Bank Debt Trades at 4% Off
------------------------------------------
Participations in a syndicated loan under which Metaldyne Corpis a
borrower traded in the secondary market at 96.09
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.79 percentage points from the
previous week.  Metaldyne Corp pays 275 basis points above LIBOR to
borrow under the $1.072 billion facility. The bank loan matures on
Oct. 5, 2021 and carries Moody's Ba3 rating and Standard & Poor's
BB+ rating.  The loan is one of the biggest gainers and losers
among 247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


MF GLOBAL: Court Approves to Close Estate, End Liquidation
----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court of the Southern
District of New York on Feb. 9 approved a motion brought by James
W. Giddens, Trustee for the liquidation of MF Global Inc. (MFGI),
to close the MFGI estate and end the liquidation proceeding.

The Trustee's work started on Halloween 2011 with revelations that
more than $1.5 billion of customer property was missing from MF
Global Inc.  Following extensive recovery efforts, the Trustee was
able to make 100 percent distributions to former customer claimants
and secured, administrative and priority general claimants, and a
95 percent distribution to all non-affiliate, non-subordinated,
allowed general unsecured creditor claimants.

"What made this case somewhat unique is that many of the MF Global
customers were farmers in the Midwest who used commodities future
trading accounts as a way to hedge their crops," Judge Glenn said
in the court hearing.  The Judge added that the successful effort
to recover customer assets meant the farmers "were able to make
mortgage payments."

"For over four years, my team has steadfastly focused on our
fiduciary obligation under the Securities Investor Protection Act
to maximize returns to the customers and creditors of MF Global
Inc.," Mr. Giddens said.  "I am pleased to report that as the
liquidation ends, customers and secured creditors are completely
satisfied and unsecured creditors have received a near full
recovery, an outcome that was unimaginable when the proceeding
began with revelations of a massive segregation failure."

"This outcome could not have been achieved without the guidance,
cooperation and assistance of Judge Martin Glenn and the Bankruptcy
Court, the Securities Investor Protection Corporation, the
Commodity Futures Trading Commission, several committees of the
Senate and House of Representatives, regulators and other parties,"
Mr. Giddens said.  "The end of the liquidation demonstrates the
effectiveness of the Securities Investor Protection Act and the
Bankruptcy Courts at handling even unprecedented failures of
regulated broker-dealers and commodities firms."

The results achieved do not diminish the importance of the actual
segregations failure that led to MFGI's collapse.  Missing funds
were recovered from entities to which they were improperly
transferred only through extensive litigation and even today not
all such amounts have been recovered.  Claims against former
officers, directors and other employees of MF Global, including
former MF Global CEO Jon Corzine, are ongoing in a Multidistrict
Litigation.

Over the course of the liquidation proceeding, the Trustee
distributed over $8.1 billion to MFGI customers and creditors,
including approximately:

Customer claimants - $6.9 billion to cover 100 percent of allowed
claims
Secured, administrative and priority general claimants - $35
million to cover 100 percent of allowed claims
Non-affiliate unsecured general claimants - $219 million to cover
95 percent of allowed claims
Affiliate unsecured general claimants - $905 million on their
allowed non-subordinated unsecured claims
The Trustee is represented by Hughes Hubbard & Reed LLP.

The information in this statement does not apply to any other MF
Global entity, including separate insolvency proceedings involving
the parent company, MF Global Holdings Ltd.

                        About MG Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA
Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case
Nos. 11-15059 and 11-5058), after a planned sale to Interactive
Brokers Group collapsed.  As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions
(Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810).  On
Dec. 27, the Court entered an order installing Mr. Freeh as Chapter
11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.  J.
Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as
bankruptcy counsel.  The Garden City Group, Inc., serves as claims
and noticing agent.  The petition was signed by Bradley I. Abelow,
Executive Vice President and Chief Executive Officer of MF Global
Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP,
as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained Capstone
Advisory Group LLC as financial advisor, while lawyers at Proskauer
Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of Goldman
Sachs Group Inc., stepped down as chairman and chief executive
officer of MF Global just days after the bankruptcy filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told creditors with
$1.134 billion in unsecured claims against the parent holding
company why they could expect a recovery of 13.4% to 39.1% from the
plan.  As a consequence of a settlement with JPMorgan, supplemental
materials informed unsecured creditors their recovery was reduced
to the range of 11.4% to 34.4%.  Bank lenders will have the same
recovery on their $1.174 billion claim against the holding company.
As a consequence of the settlement, the predicted recovery became
18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary, one of
the companies under the umbrella of the holding company trustee.
Previously, the predicted recovery was 14.7% to 34% on bank
lenders' claims against the finance subsidiary.


MID-STATES SUPPLY: Approval of $20M DIP Facility Sought
-------------------------------------------------------
Mid-States Supply Company, Inc., seeks permission from the
Bankruptcy Court to obtain postpetition financing in the form of a
revolving line of credit of up to $20,000,000 from Wells Fargo
Bank, National Association, as lender.

The Debtor intends to use the proceeds of the DIP Facility to
continue its operations, meet payroll and other necessary, ordinary
course business expenditures, and administer and preserve the value
of its estate.

The DIP Facility will bear interest at a floating annual interest
rate equal to Daily Three Month LIBOR plus 3.75%, which interest
rate will change when the Daily Three Month LIBOR Changes.

The DIP Facility will continue through April 24, 2016, or such
earlier date as all Pre-Petition Indebtedness and DIP Facility is
paid in full, unless terminated by the Lender prior to this date
following an Event of Default or otherwise pursuant to the terms of
the Loan Documents or the Interim Order.

Prior to the Petition Date, Wells Fargo loaned money to or for the
benefit of the Debtor pursuant to the terms and conditions of the
Lender Pre-Petition Agreements.  As of Feb. 5, 2016, (i) the Debtor
was liable to the Lender in respect of loans made pursuant to the
Lender Pre-Petition Agreements in the aggregate principal amount of
approximately $23 million plus accrued and unpaid interest and
other fees.

As security for repayment of the Lender Pre-Petition Indebtedness,
the Debtor granted to the Lender security interests in, and liens
upon, substantially all of its assets.

The Debtor will grant to Lender a lien on all of its assets to
secure the indebtedness represented by the DIP Facility, subject
and junior to any prior liens of third parties that exist pursuant
to law which were properly perfected and are senior in priority to
the liens of the Lender prior to the Petition Date.  As additional
security for the Post-Petition Financing, the Lender will be
accorded a super-priority administrative claim pursuant to the
Bankruptcy Code.

According to the Debtor, without the availability of immediate
additional capital, it cannot meet operating expenses.

"Termination of Debtor's operations would jeopardize the sale
process, injure all of Debtor's creditors, both unsecured and
secured, and could cost approximately 228 employees their jobs,"
said Eric L. Johnson, Esq., at Spencer Fane LLP, counsel for the
Debtor.

                   About Mid-States Supply

Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016.  The petition was signed by Stuart Noyes
as chief restructuring officer.  The Debtor estimated both assets
and liabilities in the range of $50 million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and Epiq Bankruptcy
Solutions, LLC as claims and noticing agent.


MID-STATES SUPPLY: Proposes Epiq as Claims Agent
------------------------------------------------
Mid-States Supply Company, Inc., asks permission from the
Bankruptcy Court to employ Epiq Bankruptcy Solutions, LLC as its
claims, noticing and balloting agent.  The Debtor asserted that by
appointing Epiq, the distribution of notices and the processing of
claims will be expedited, and the Clerk's Office will be relieved
of the administrative burden of processing what may be a number of
claims.

Epiq's claims and noticing rates are:

   Title                                        Rates/Hour
   -----                                        ----------
   Clerical/Administrative Support                $35-$55
   Case Manager                                   $60-$85
   IT/Programming                                 $70-$110
   Senior Case Manager/Director Case Management   $85-$155
   Consultant/Senior Consultant                  $145-$190
   Director/Vice President Consulting               $195
   Executive Vice President - Solicitation          $210
   Executive Vice President - Consulting           Waived

The Debtor requests that the undisputed fees and expenses incurred
by Epiq in the performance of the services be treated as
administrative expenses of its Chapter 11 estate and be paid in the
ordinary course without further application or order of the Court.

Prior to the Petition Date, the Debtor provided Epiq with a
retainer of $25,000.

Epiq has represented that it neither holds nor represents any
interest materially adverse to the Debtor's estate in connection
with any matter on which it would be employed.

                      About Mid-States Supply

Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016.  The petition was signed by Stuart Noyes
as chief restructuring officer.  The Debtor estimated both assets
and liabilities in the range of $50 million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and Epiq Bankruptcy
Solutions, LLC as claims and noticing agent.


MID-STATES SUPPLY: Retains Stuart Noyes as CRO
----------------------------------------------
Mid-States Supply Company, Inc., seeks authority from the
Bankruptcy Court to employ Winter Harbor to provide
restructuring-management and advisory services, effective as of the
Petition Date, and appoint Stuart Noyes as chief restructuring
officer.

The Debtor said it has selected Nr. Noyes as CRO based upon Mr.
Noyes' (i) extensive experience in matters involving complex
financial restructuring and sales of the Debtor's assets and (ii)
excellent reputation for the services rendered in Chapter 11 cases
on behalf of debtors and creditors throughout the United States.

Winter Harbor has been providing and will continue to provide the
following services, among other things:

   (a) prepare analyses and data required under the Debtor's
       financing documents;

   (b) manage the Debtor's cash, prepare ongoing forecasting of
       the cash flows and operations, and monitor and analyze
       operational and financial condition;

   (c) oversee the development of a business restructuring plan
       and potential sale of assets;

   (d) manage the Debtor's negotiations with their creditor
       constituencies, including negotiations relating to the
       Debtor's restructuring; and

   (e) provide other services as necessary.

The Debtor has agreed to compensate Winter Harbor at its standard
hourly rates during the pendency of the Chapter 11 case.  The
billing rates for professionals who may be assigned to this
engagement are as follows:

            Managing Director         $495 per hour
            Director                  $395 per hour
            Manager                   $295 per hour
            Clerical/Administrative   $75 per hour

The Debtor also agreed to reimburse Winter Harbor for its out of
pocket expenses including transportation, lodging, meals,
communications, supplies, etc.

The Debtor will indemnify Winter Harbor, its principals, employees
and affiliates in the event of certain losses, subject to some
limitations.

Winter Harbor has informed the Debtor that it (i) has no connection
with it, its creditors or other parties-interest in this Chapter 11
cases; (ii) does not hold any interest adverse to the Debtor's
estate; and (ii) beleives it is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

                     About Mid-States Supply

Mid-States Supply Company, Inc., supplier of pipes, valves and
fittings to ethanol, pipeline and power industries in the United
States, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mo.
Case No. 16-40271) on Feb. 7, 2016.  The petition was signed by
Stuart Noyes as chief restructuring officer.  The Debtor estimated
both assets and liabilities in the range of $50 million to $100
million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.


MID-STATES SUPPLY: Seeks to Hire Two Investment Bankers
-------------------------------------------------------
Mid-States Supply Company, Inc., seeks authority from the
Bankruptcy Court to employ SSG Advisors, LLC and Frontier
Investment Banc Corporation as its investment bankers.

The services the Investment Bankers will provide to the Debtor will
include:

Sale:

   (a) preparing an information memorandum describing the Debtor,
       its historical performance including existing operations,
       facilities, contracts, customers, management and projected
       financial results and operations;

   (b) assisting the Debtor in developing a list of suitable

       potential buyers who will be contacted on a discreet and
       confidential basis after approval by the Debtor;

   (c) coordinate the execution of confidentiality agreements for
       potential buyers wishing to review the information
       memorandum;

   (d) assist the Debtor in coordinating site visits for
       interested buyers and work with the management team to
       develop appropriate presentation for those visits;

   (e) solicit competitive offers from potential buyers;

   (f) advise and assist the Debtor in structuring the transaction
       and negotiate the transaction agreements;

   (g) provide testimony in support of the sale; and

   (h) assist the Debtor and its counsel as necessary through
       closing on a best efforts basis.

Financing:

   (a) prepare an information memorandum describing the Debtor,
       its historical performance and prospects, including
       existing contracts, marketing and sales, labor force,
       management and financial projections;

   (b) assist the Debtor in compiling a data room of any necessary

       and appropriate documents related to the Financing;

   (c) assist the Debtor in developing a list of suitable
       potential lenders and investors who will be contacted on a
       discreet and confidential basis after approval by the
       Debtor;

   (d) coordinate the execution of confidentiality agreements for
       potential lenders and investors wishing to review the  
       information memorandum;

   (e) assist the Debtor in coordinating site visits for
       interested lenders and investors and work with the
       management team to develop appropriate presentation for
       those visits;

   (f) solicit competitive offers from potential lenders and
       investors;

   (g) advise and assist the Debtor in structuring the Financing
       and negotiate the lending or investment agreements; and

   (h) assist the Debtor and its other professionals, as
       necessary, through closing on a best efforts basis.

Restructuring:

   (a) negotiate and assist the Debtor and the Debtor's counsel in
       reviewing secured debt documents and meeting with lenders,
       lessors, and/or critical creditors regarding long term
       extension agreements and other restructuring arragements;

    (b) work with critical vendors to secure alternatives and
        credit; and

    (c) assist the Debtor and its other professionals, as
        necessary, through closing on a best efforts basis.

The fee structure provides for the following compensation to the
Investment Bankers:

    (i) An inital fee of $30,000, which was due upon signing of
        the Engagement Agreement and has already been paid.

   (ii) Monthly Fees of $25,000 per month.

  (iii) Upon the consummation of a Sale Transaction, the    
        Investment Bankers will be entitled to a sale fee, payable

        in cash, equal to the greater of (i) $500,000 or (ii) two
        and one-half percent (2.5%) of Total Consideration.  If
        the Sale Transaction takes the form of a liquidation of
        the Debtor, a Sale Fee will be $250,000.

   (iv) Upon the closing of Financing Transaction, the Investment
        Bankers will be entitled to a fee, payable in cash, equal
        to the greater of (i) $500,000 or (ii) two and one-half
        percent of any Senior Debt raised from any source plus six

        percent of any Tranche B, Traditional Subordinated Debt or

        Equity raised regardless of whether the Debtor chooses to
        draw down the full amount of the Financing.

    (v) Upon the closing of a Restructuring Transaction, the
        Investment Bankers will be entitled to a fee, payable in
        cash, equal to $500,000.

In addition, the Investment Bankers will be entitled to
reimbursement for all of its reasonable out-of-pocket expenses
incurred in connection with its engagement.

The Debtor asserts that the fee structure is what a single
investment banker would require, so it is not being
"double-billed," so to speak, by engaging two investment bankers.

SSG and Frontier's fee sharing is subject to a side letter
agreement between themselves.  SSG and Frontier have agreed to
split the compensation as follows: (i) SSG will receive 60% and
Frontier will receive 40% of the Monthly Fees and any Transaction
Fee; and (ii) SSG will receive 50% and Frontier will receive 50% of
the Initial Fee.

The Engagement Agreement provides that the Debtor agrees to
indemnify, defend, and hold harmless SSG, Frontier and any
affiliates, their respective partners, members, directors,
officers, agents, and employees from and against any losses,
claims, damages, liabilities, or costs.

To the best of the Debtor's knowledge, SSG and Frontier are both
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About Mid-States Supply

Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016.  The petition was signed by Stuart Noyes
as chief restructuring officer.  The Debtor estimated both assets
and liabilities in the range of $50 million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.


MID-STATES SUPPLY: Taps Spencer Fane as Counsel
-----------------------------------------------
Mid-States Supply Company, Inc., seeks authority from the
Bankruptcy court to employ Spencer Fane LLP as its counsel to:

(a) advise Debtor with respect to its rights, powers and duties;

(b) assist the Debtor with investigation of assets, liabilities
     and financial condition and of the operation of Debtor's
     business in order to maximize the value of Debtor's assets
     for the benefit of all creditors;

(c) advise the Debtor in connection with any potential sales of  
     assets or business;

(d) assist the Debtor in its analysis of and negotiation with any
     third party concerning matters related to, among other
     things, the terms of a plan of reorganization;

(e) assist and advise the Debtor with respect to any
     communications with the general creditor body regarding
     significant matters;

(f) commence and prosecute necessary and appropriate actions
     or proceedings on behalf of Debtor;

(g) review, analyze or prepare on behalf of the Debtor all
     necessary applications, motions, answers, orders, reports,
     schedules, pleadings and other documents;

(h) represent the Debtor at all hearings and other proceedings;

(i) confer with other professional advisors retained by the
     Debtor in providing advice to the Debtor;

(j) assist the Debtor in complying with the procedural
     requirements of the Office of the United States Trustee; and

(k) performing all other necessary legal services as may be
     requested by the Debtor.

The Debtor has agreed to pay Spencer Fane its standard hourly
billing rates and will also reimburse the firm for out-of-pocket
expenses.  The hourly rates charged by the attorneys and paralegals
anticipated to work on the captioned case range from $210 per hour
for paralegals to $550 for senior partners.

In the 90 days prior to the Petition Date, the Debtor paid Spencer
Fane $250,122 for fees and expenses.

To the best of Debtor's knowledge, Spencer Fane does not hold or
represent any interest adverse to its estate and is disinterested
within the meaning of Code Section 101(14) and 327.

                    About Mid-States Supply

Mid-States Supply Company, Inc., supplier of pipes, valves and
fittings to ethanol, pipeline and power industries in the          
       United States, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Mo. Case No. 16-40271) on Feb. 7, 2016.  The petition
was signed by Stuart Noyes as chief restructuring officer.  The
Debtor estimated both assets and liabilities in the range of $50
million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and Epiq Bankruptcy
Solutions, LLC as claims and noticing agent.


MID-STATES SUPPLY: Taps Tarsus to Provide CFO Services
------------------------------------------------------
Mid-States Supply seeks authority from the Bankruptcy Court to
employ Tarsus CFO Services, LLC to provide chief financial services
in its Chapter 11 case.

Tarsus has been providing and will continue to provide these
services, among others:

    (a) duties of a chief financial officer, including assisting
        with the preparation of financial statements;

    (b) accounting and reporting services, including collateral
        reporting and reconciliations;

    (c) duties of a controller, including vendor cash flow
        management; and

    (d) provide other services as requested by the Debtor.

The Debtor has agreed to pay Tarsus at its standard hourly rates.
The billing rates for professionals who may be assigned to this
engagement are:

          Lead Professional         $160 to $175 per hour
          Secondary Professional    $85 to $115 per hour

The Debtor will also reimburse Tarsus for its out-of-pocket
expenses including, but not limited to, lodging, meals,
communications, supplies, etc.

Pursuant to the Engagement Agreement, the Debtor has agreed to
indemnify Tarsus, its principals, employees and affiliates in the
event of certain losses, subject to certain limitations.

Within the 90 days preceding the Petition Date, Tarsus received
payments from the Debtor in the aggregate principal amount of
$240,804.

Tarsus has informed the Debtor that it (i) has no connection with
the Debtor, its creditors or other parties-in-interest; (ii) does
not hold any interest adverse to the Debtor's estate; and (iii)
believes it is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                     About Mid-States Supply

Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016.  The petition was signed by Stuart Noyes
as chief restructuring officer.  The Debtor estimated both assets
and liabilities in the range of $50 million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.


MID-STATES SUPPLY: Wants 30-Day Extension to File Schedules
-----------------------------------------------------------
Mid-States Supply Company, Inc., asks the Bankruptcy Court to
extend its deadline to file its schedules of assets and liabilities
and statement of financial affairs for an additional 30 days.

The Debtor tells the Court it has over 1,400 creditors, employees,
utility providers and taxing authorities.  

"To thoroughly review the voluminous information needed to prepare
the schedules and statement of financial affairs will take more
time than has been available so far," says Lisa A. Epps, Esq., at
Spencer Fane LLP, counsel for the Debtor.  "The circumstances
surrounding Debtor's bankruptcy filing require it to seek
additional time to prepare and make the disclosures required by the
Bankruptcy Code," she adds.

                    About Mid-States Supply

Founded and headquartered in Kansas City, Missouri, Mid-States
Supply Company, Inc., supplier of pipes, valves and fittings to
ethanol, pipeline and power industries in the United States, filed
a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
16-40271) on Feb. 7, 2016.  The petition was signed by Stuart Noyes
as chief restructuring officer.  The Debtor estimated both assets
and liabilities in the range of $50 million to $100 million.

The Debtor has engaged Spencer Fane LLP as counsel, Winter Harbor
LLC as financial advisor, SSG Advisors, LLC and Frontier Investment
Banc Corporation as investment bankers, Tarsus CFO Services, LLC as
chief financial officer services provider and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.


MIDWAY GOLD: Seeks Clarification of Moelis Employment Order
-----------------------------------------------------------
Midway Gold US, Inc. et al., ask the U.S. Bankruptcy Court for the
District of Colorado for an order (i) clarifying the engagement
letter and authorizing retention of Moelis & Company LLC and (ii)
authorizing payment of monthly fee deferral.

According to the Debtors, the motion is intended to correct an
inadvertent mistake in the engagement letter, and to reflect the
original intentions of the Debtors and Moelis with respect to the
payment of Moelis' monthly fee, and the agreement by Moelis to
voluntarily defer payment of 50% of the monthly fees for the
benefit of the Debtors and their estates until the Debtors are able
to generate additional cash proceeds through any form of
transaction subject to the Moelis engagement.

The Debtors said that Section 2(a)(ii) of the engagement letter is
amended to include the separate definition of "SV Transaction"
among the transactions that trigger payment of the fee deferral.
Upon entry of the requested order, the Debtors will pay the
deferred Monthly Fees in accordance with the Court's order
governing interim compensation and any order entered approving an
interim fee application filed by Moelis, including without
limitation the Interim Fee Order.

Although the definition of Individual Asset Sale Transaction is
arguably broad enough as it is to include a Spring Valley sale, the
Debtors believe, out of an abundance of caution, that it is prudent
to seek clarity from the Court on this issue and to amend the
engagement letter as requested.  The Debtors' respectfully submit
that absent the relief requested, the original terms of the
agreement with Moelis will not be honored and the estates would
receive a windfall at the expense of Moelis who agreed to
voluntarily defer payment of 50% of the Monthly Fees only to
benefit the Debtors in response to the Debtors' then-existing
cash needs.

On Nov. 6, 2016, the Court authorized the Debtors to employ Moelis
as investment banker nunc pro tunc to Aug. 12, 2015.

Barrick is represented by:

         Matthew J. Ochs, Esq.
         Christopher A. Chrisman, Esq.
         HOLLAND & HART LLP
         555 Seventeenth St., Suite 3200
         P.O. Box 8749
         Denver, CO 80201-8749
         Tel: (303) 295-8000
         E-mails: mjochs@hollandhart.com
                  cachrisman@hollandhart.com

         K. John Shaffer, Esq.
         Matthew Scheck, Esq.
         QUINN EMANUEL URQUHART & SULLIVAN, LLP
         865 S. Figueroa St., 10th Floor
         Los Angeles, CA 90017
         Tel: (213) 443-3000
         E-mails: johnshaffer@quinnemanuel.com
                  matthewscheck@quinnemanuel.com

         James C. Tecce, Esq.
         William Pugh, Esq.
         51 Madison Avenue, 22nd Floor
         New York, NY 10010
         Tel: (212) 849-7000
         Fax: (212) 849-7100
         E-mails: jamestecce@quinnemanuel.com
                  williampugh@quinnemanuel.com

                       About Midway Gold

Midway Gold Corp., incorporated on May 14, 1996 under the laws of
the Province of British Columbia, Canada, is engaged in the
acquisition, exploration and development of mineral properties
located in the state of Nevada and Washington.

Midway Gold operates primarily through its wholly-owned subsidiary
located in the United States, Midway Gold US Inc.  The executive
offices are in Englewood, Colorado.  Midway US currently has one
gold producing property: the Pan gold mine located in White Pine
County, Nevada.  Midway also has gold properties which are
exploratory stage projects where gold mineralization has been
identified, such as the Tonopah project in Nye County, Nevada, the
Gold Rock project in White Pine County, Nevada, and the Golden
Eagle project in Ferry County, Washington.  Out of these projects,
a permitting process has been undertaken only for the Gold Rock
project.  Finally, Midway's Spring Valley property, another gold
property located in Pershing County, Nevada, is subject to a joint
venture with Barrick Gold Exploration Inc.

On June 22, 2015, Midway Gold US Inc. and 12 related entities,
including parent Midway Gold Corp. each filed a petition in the
U.S. Bankruptcy Court for the District of Colorado seeking relief
under Chapter 11 of the U.S. Bankruptcy Code.  The Debtors' cases
have been assigned to Judge Michael E. Romero.  

Judge Michael E. Romero directed the joint administration of the
cases under Case No. 15-16835.

The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy
counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy
and restructuring counsel; DLA Piper (Canada) LLP, as Canadian
bankruptcy counsel; Ernst & Young Inc., as information officer of
Canadian court; RBC Capital Markets, as investment banker; FTI
Consulting as financial advisor; and Epiq Solutions, as claims and
noticing agent.

Midway Gold Corp. disclosed $184 million in assets and $62.4
million in liabilities as of March 31, 2015.  Midway Gold US Inc.,
disclosed total assets of $2,461,673 and total liabilities of  
$122,448,181 as of the Chapter 11 filing.

In July, the U.S. Trustee overseeing the Debtors' cases appointed
seven creditors to serve on the official committee of unsecured
creditors.  The creditors are American Assay Laboratories, EPC
Services Company, InFaith Community Foundation, Jacobs Engineering
Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart
Longyear.  Gavin/Solmonese LLC serves as its financial advisor.


MOHEGAN TRIBAL: Bank Debt Trades at 3% Off
------------------------------------------
Participations in a syndicated loan under which Mohegan Tribal
Gaming is a borrower traded in the secondary market at 96.95
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.42 percentage points from the
previous week.  Mohegan Tribal Gaming pays 450 basis points above
LIBOR to borrow under the facility. The bank loan matures on Oct.
31, 2019 and carries Moody's B2 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


NEIMAN MARCUS: Bank Debt Trades at 14% Off
------------------------------------------
Participations in a syndicated loan under which Neiman Marcus Group
Inc. is a borrower traded in the secondary market at 86.33
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.33 percentage points from the
previous week.  Neiman Marcus pays 300 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
Oct. 16, 2020 and carries Moody's B2 rating.  The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Jan. 29.


NEW GULF RESOURCES: $75,000,000 DIP Financing Has Final Approval
----------------------------------------------------------------
Judge Brendan Linehan Shannon on Feb. 4, 2016, entered a final
order authorizing New Gulf Resources, LLC, and its
debtor-affiliates to obtain a senior secured postpetition financing
in the amount of $75,000,000 on a priming, superpriority basis,
from lenders led by U.S. Bank, National Association, as
administrative agent and collateral agent.

The DIP Facility has a Maturity Date of Dec .31, 2016.  The Debtors
have agreed to comply with these milestones:

    * If the Backstop Agreement is not terminated pursuant to
      Sec. 7(c)(viii) of the Backstop Agreement: (x) Entry of an
      order approving the disclosure statement related to the
      Plan and related solicitation procedures by Feb. 5, 2016;
      (y) Entry of an order confirming the Plan not later than
      April 25, 2016; and (z) Effectiveness of the Plan not
      later than May 15, 2016

    * If the Backstop Agreement is terminated pursuant to Sec.
      7(c)(viii) of the Backstop Agreement, (a) entry of an order
      approving a Chapter 11 disclosure statement pursuant to
      Sec. 1125 of the Bankruptcy Code or bidding procedures to
      Sec. 363 of the Bankruptcy Code not later than March 7,
      2016, (b) Entry of an order approving confirming a Chapter
      11 Plan or approving a sale of substantially all assets
      not later than May 31, 2016; and (c) Effectiveness of a
      Chapter 11 plan or consummation of a sale under Sec. 363 of
      the Bankruptcy Code not later than June 20, 2016.

The amount of the Carve-out for each of the estate professionals
subject to this monthly schedule:

       Estate Professional                Monthly Amount
       -------------------                --------------
       Baker Botts L.L.P.                       $600,000
       Young Conaway STargat & Taylor LLP       $175,000
       Barclays Capital Inc.                    $100,000
       Zolfo Cooper, LLC                        $325,000
       Prime Clerk                               $30,000

The DIP Facility will be used:

     (i) for the indefeasible payment in full of the First Lien
         Obligations;

    (ii) for the payment of prepetition amounts acceptable to
         the DIP Lenders as authorized by the Court pursuant to
         orders approving the first day motions filed by the
         Debtors;

   (iii) in accordance with the terms of the DIP Loan Documents
         and the DIP Orders, (A) for the payment of working
         capital and other general corporate needs of the Debtors
         in the ordinary course of business, and (B) for the
         payment of expenses incurred in connection with the
         Chapter 11 cases;

    (iv) to make the adequate protection payments; and

     (v) to pay the fees and expenses related to the DIP
         Facility.

Borrowings under the DIP Term Facility bear an interest at the
LIBOR Rate, which is subject to a floor of 1.00%, plus an
Applicable Margin of 10.00%.  Default Rate is the rate per annum
otherwise applicable from time to time, plus two percent per
annum.

The Debtors agree to pay to the DIP Agent an advance fee of $5,000
and an annual fee of $50,000, as specified in the Agent Fee
Letter.

To secure the DIP Obligations, the DIP Agent, for the benefit of
itself and the DIP Lenders, will be granted continuing, valid,
binding, enforceable, non-avoidable, and automatically and properly
perfected DIP Liens in the DIP Collateral.

A copy of the final order authorizing the Debtors to obtain DIP
financing and use cash collateral is available for free at:

    http://bankrupt.com/misc/Carefree_W_1583_Trustee_Plan.pdf

The DIP Agent is represented by Lowenstein Sandler LLP.  Counsel to
the DIP Lenders is Stroock & Stroock & Lavan LLP.

New Gulf Resources is represented by:

          M. Blake Cleary, Esq.
          Ryan M. Bartley, Esq.
          Justin P. Duda, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          100 N. King Street
          Rodney Square
          Wilmington, DE 19801
          Telephone: (302)571-6600
          E-mail: mbcleary@ycst.com
                  rbartley@ycst.com
                  jduda@ycst.com

                - and -

          C. Luckey McDowell, Esq.
          Ian E. Roberts, Esq.
          Meggie S. Gilstrap, Esq.
          BAKER BOTTS L.L.P.
          2001 Ross Avenue
          Dallas, TX 75201
          Telephone: (214)953-6500
          E-mail: luckey.mcdowell@bakerbotts.com
                  ian.roberts@bakerbotts.com
                  meggie.gilstrap@bakerbotts.com

                     About New Gulf Resources

Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf
Resources, LLC is an independent oil and natural gas company
engaged in the acquisition, development, exploration and production
of oil and natural gas properties, focused primarily in the East
Texas Basin.  The Company currently employs 55 people.

New Gulf Resources, along with affiliates NGR Holding Company LLC,
NGR Texas, LLC and NGR Finance Corp., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12566) on Dec. 17, 2015,
to effectuate an agreement with an ad hoc committee of creditors
who held in the aggregate approximately 72% of the Second Lien
Notes and approximately 22% of the Subordinated PIK Notes for a
comprehensive financial restructuring of New Gulf's capital
structure under a confirmable Chapter 11 plan of reorganization.

The petitions were signed by Danni Morris, the chief financial
officer.

Judge Brendan Linehan Shannon is assigned the jointly administered
cases.

The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel,
Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays
Capital Inc., as investment banker, Zolfo Cooper, LLC as financial
advisor, and Prime Clerk LLC as claims and notice agent.


NEW GULF RESOURCES: Backstop Note Purchase Agreement Approved
-------------------------------------------------------------
New Gulf Resources, LLC, and its affiliated debtors on Feb. 4,
2016, obtained approval from Judge Brendan Linehan Shannon to
assume a backstop note purchase agreement with entities that have
agreed to support a $50 million rights offering.

The rights offering is a core element of New Gulf Resources'
proposed Chapter 11 restructuring negotiated with lenders.

A copy of the order approving the Backstop Agreement is available
for free at:

    http://bankrupt.com/misc/New_Gulf_R_262_Backstop_Ord.pdf

As reported in the Jan. 28, 2016 edition of the Troubled Company
Reporter, the Debtors negotiated a Chapter plan of reorganization
that contemplates the raising of new capital through a rights
offering and the conversion of necessary debtor-in-possession
financing into flexible exit financing.  The plan is backed by the
members of the Ad Hoc Committee, who collectively hold at least
approximately 72% of the Second Lien Notes and approximately 22% of
the Subordinated PIK notes.

The Plan contemplates that the Debtors will issue, as exit
financing, new first lien notes in the original principal amount of
$135.25 million.  The new first lien notes issuance would satisfy
in full the claims of the Debtors' DIP Lenders, through a
dollar-for-dollar exchange of the approximately $75 million in
borrowings under the DIP Facility, and raise an additional $50
million of new operating capital.

Under the Plan, the Debtors will offer the right to fund the Rights
Offering Amount, on a pro rata basis, to holders of the prepetition
second lien notes.  To ensure that the rights offering raises the
required funds for a successful emergence from bankruptcy, the
Backstop Agreement memorializes each Backstop Party's commitment to
purchase its pro rata share of the Rights Offering Notes.

In exchange, the Debtors agreed to provide the Backstop Parties:

     (i) the Put Option Notes, which constitutes a put option
         premium payment in the total amount of $5 million,
         payable entirely in New First Lien Notes;

    (ii) a Liquidated Damages Payment, representing liquidated
         damages in the amount of $3.5 million should the Debtors
         exercise the Fiduciary Out and consummate an alternative
         transaction;

   (iii) payment and reimbursement of all transaction expenses;
         and

    (iv) indemnification of the Backstop Parties and their
         affiliated parties and representatives from and against
         any and all losses, claims, damages, liabilities and
         expenses they may sustain, incur or suffer in connection
         with the transactions contemplated under the RSA, the
         Plan, the DIP Facility, the Rights Offering and the
         Backstop Agreement.

The Debtors on Feb. 1, 2016, filed a notice of an omnibus amendment
to their Backstop Note Purchase Agreement and Restructuring Support
Agreement.

A black-lined copy of the Omnibus Amendment against the draft of
the document filed with the Court on Jan. 21, 2016, is available
for free at:

   http://bankrupt.com/misc/New_Gulf_231_Am_Backstop_RSA.pdf

                     About New Gulf Resources

Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf
Resources, LLC is an independent oil and natural gas company
engaged in the acquisition, development, exploration and production
of oil and natural gas properties, focused primarily in the East
Texas Basin.  The Company currently employs 55 people.

New Gulf Resources, along with affiliates NGR Holding Company LLC,
NGR Texas, LLC and NGR Finance Corp., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12566) on Dec. 17, 2015,
to effectuate an agreement with an ad hoc committee of creditors
who held in the aggregate approximately 72% of the Second Lien
Notes and approximately 22% of the Subordinated PIK Notes for a
comprehensive financial restructuring of New Gulf's capital
structure under a confirmable Chapter 11 plan of reorganization.

The petitions were signed by Danni Morris, the chief financial
officer.

Judge Brendan Linehan Shannon is assigned the jointly administered
cases.

The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel,
Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays
Capital Inc., as investment banker, Zolfo Cooper, LLC as financial
advisor, and Prime Clerk LLC as claims and notice agent.


NEW GULF RESOURCES: May Assume Restructuring Support Agreement
--------------------------------------------------------------
New Gulf Resources, LLC, and its affiliated debtors on Feb. 4,
2016, obtained approval from Judge Brendan Linehan Shannon the
Restructuring Support Agreement signed with the members of the Ad
Hoc Committee, who collectively hold at least approximately 72% of
the prepetition second lien notes and approximately 22% of the
prepetition subordinated PIK notes.

A copy of the order authorizing the assumption of the RSA is
available for free at:

      http://bankrupt.com/misc/New_Gulf_R_263_RSA_Ord.pdf

On Dec. 17, 2015, after weeks of extensive negotiations, the
Debtors and the Ad Hoc Committee entered into the RSA, which
provides a path toward confirmation of the Debtors' Plan of
Reorganization.

The transactions contemplated by the Plan would satisfy all of the
Debtors' financial obligations, and allow for the opportunity to
emerge from chapter 11 promptly, through the following principal
terms:

   * DIP Financing: $75 million facility to be provided by
     members of the Ad Hoc Committee, approximately half of which
     will be used to repay in full the First Lien Indebtedness,
     with the balance providing operational liquidity for the
     duration of the Chapter 11 cases.

   * A Confirmable Plan: The Ad Hoc Committee has agreed to vote
     in favor the Plan.  All other creditors impaired by the Plan
     (namely, the Subordinated PIK Noteholders) are contractually
     subordinated to the Second Lien Notes and deeply out of the
     money.  Nevertheless, as part of the overall settlement
     embodied in RSA and the Plan, the Second Lien Noteholders
     are voluntarily forgoing their right to part of the
     distributions under the Plan that they are otherwise
     entitled to receive so that the Debtors can (i) unimpair (or
     minimally impair) allowed general unsecured claims, such as
     the claims of suppliers and vendors, and (ii) provide for a
     pro rata distribution to Subordinated PIK Noteholders of a
     portion of the new equity of certain of the Reorganized
     Debtors upon emergence.

   * New First Lien Notes and Rights Offering: On the Effective
     Date, certain of the Reorganized Debtors will issue New
     First Lien Notes in the original aggregate principal amount
     equal to $135.25 million, which is the sum of:

     -- $75 million, issued to the DIP Lenders in connection with
        their surrender and exchange of the principal portion of
        their DIP Loan Claims for New First Lien Notes;

     -- $5.25 million, as consideration for the Debtors' right to
        require the DIP Lenders to surrender all claims for
        payment of principal of the DIP Loans for New First Lien
        Notes;

     -- $50 million, which will be offered Pro Rata to all
        holders of Allowed Second Lien Notes Claims through a
        Rights Offering backstopped in full by the Ad Hoc
        Committee; and

     -- $5 million, as consideration for the right of New Gulf to
        call the commitments of the Backstop Parties under the
        Backstop Agreement to purchase all of the Unsubscribed
        Notes.

The New First Lien Notes are convertible into New Equity Interests.
The terms of the New First Lien Notes will minimize debt service
obligations by allowing the Debtors (at their option) to pay all
interest payments in-kind for up to 5 years.

   * Exchange of Second Lien Notes: The holders of Allowed
     Second Lien Notes Claims -- whose claims amount to
     approximately $365 million in aggregate principal amount
     outstanding, plus accrued and unpaid interest, plus the
     Applicable Premium (as referred to in the Second Lien Notes
     Indenture) in the amount of not less than $63 million will
     receive 95% of the New Equity Interests upon emergence,
     which amount will be reduced to 87.5% if the Class of
     holders of Allowed Subordinated PIK Notes Claims accept the
     Plan, in either case subject to the Dilution Events.  In
     addition, the holders of Allowed Second Lien Notes Claims
     have the right to participate Pro Rata in the Rights
     Offering.

   * Exchange of Subordinated PIK Notes: The holders of Allowed
     Subordinated PIK Notes Claims -- whose Claims amount to
     approximately $162 million in aggregate principal amount
     outstanding -- will receive their pro rata share of
     approximately 12.5% of the New Equity Interests, but only if
     they vote to accept the Plan, or 5% if they instead vote to
     reject the Plan.  In either case, their recovery is subject
     to the Dilution Events.

                     About New Gulf Resources

Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf
Resources, LLC is an independent oil and natural gas company
engaged in the acquisition, development, exploration and production
of oil and natural gas properties, focused primarily in the East
Texas Basin.  The Company currently employs 55 people.

New Gulf Resources, along with affiliates NGR Holding Company LLC,
NGR Texas, LLC and NGR Finance Corp., filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 15-12566) on Dec. 17, 2015,
to effectuate an agreement with an ad hoc committee of creditors
who held in the aggregate approximately 72% of the Second Lien
Notes and approximately 22% of the Subordinated PIK Notes for a
comprehensive financial restructuring of New Gulf's capital
structure under a confirmable Chapter 11 plan of reorganization.

The petitions were signed by Danni Morris, the chief financial
officer.

Judge Brendan Linehan Shannon is assigned the jointly administered
cases.

The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel,
Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays
Capital Inc., as investment banker, Zolfo Cooper, LLC as financial
advisor, and Prime Clerk LLC as claims and notice agent.


NORANDA ALUMINUM: Hires Prime Clerk as Claims and Noticing Agent
----------------------------------------------------------------
Noranda Aluminum, Inc., and its affiliated debtors seek the
Bankruptcy Court's permission to employ Prime Clerk LLC as their
notice, claims and solicitation agent.  The Debtors maintained that
by appointing Prime Clerk, the distribution of notices and the
processing of claims will be expedited, and the Clerk's office will
be relieved of the administrative burden of processing what may be
an overwhelming number of claims.

Prime Clerk will provide its services on an as-needed basis and
upon request or agreement of the Company, in each case in
accordance with the firm's rate structure.  The Company agrees to
pay for reasonable and documented out of pocket expenses incurred
by Prime Clerk.  During the pendency of the Debtors' case.  Prime
Clerk will provide the Debtors with a 10 percent courtesy discount
on hourly fees.  The Debtors further request that the undisputed
fees and expenses incurred by Prime Clerk be treated as
administrative expenses of their estates and be paid in the
ordinary course of business without further application to or order
of the Court.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.  Prime Clerk seeks to apply its
retainer to all prepetition invoices, which retainer will be
replenished to the original retainer amount, and thereafter, Prime
Clerk may hold its retainer under the Engagement Agreement during
the Chapter 11 cases as security for the payment of fees and
expenses incurred under the Engagement Agreement.

Prime Clerk represents it is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code with respect
to the matters upon which it is to be engaged.

                     About Noranda Aluminum

Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et
al., engaged in the production of primary aluminum and rolled
aluminum coils, filed separate Chapter 11 bankruptcy petitions
(Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016.
The petitions were signed by Dale W. Boyles, the chief financial
officer.  Judge Barry S. Schermer is assigned to the case.

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

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

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


NORANDA ALUMINUM: Moody's Lowers CFR to C, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Noranda Aluminum Acquisition
Corporation's Corporate Family Rating and Probability of Default
Rating to C and D-PD from Ca and Ca-PD respectively.  At the same
time, Moody's affirmed the Ca senior secured term loan rating and
the C senior unsecured notes rating.  The SGL-4 Speculative Grade
Liquidity rating was withdrawn.  The downgrades were prompted by
the company's announcement that it voluntarily filed for relief
under Chapter 11 of the United States Bankruptcy Code.  The outlook
is stable.

Issuer: Noranda Aluminum Acquisition Corporation

Downgrades:

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

Affirmations:

  Senior Secured Bank Credit Facility, Affirmed Ca (LGD3)
  Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD5)

Withdrawn:

  Speculative Grade Liquidity Rating - SGL-4

Outlook Actions:

  Outlook, Changed to Stable

RATINGS RATIONALE

The downgrades follows Noranda's announcement that the company and
its wholly-owned subsidiaries have filed for relief under Chapter
11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the
Eastern District of Missouri on Feb. 8, 2016.  The company has
entered into an agreements for up to $165 million
debtor-in-possession financing (DIP Financing), which, subject to
approval by the bankruptcy court, will be used to support Noranda's
operations over the course of the reorganization.  Subsequent to
today's actions, Moody's will withdraw all ratings.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012.

Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition
Corporation is involved in primary aluminum production at its New
Madrid, Missouri smelter and in downstream operations through four
rolling mills.  In addition, Noranda has a 100% interest in an
alumina refinery in Gramercy, Louisiana and through its wholly
owned subsidiary, St. Ann Bauxite Holdings Ltd., ultimately owns
49% of a bauxite mining operation in St. Ann, Jamaica.  During the
twelve months ending Sept. 30, 2015, Noranda generated revenues of
$1.3 billion.


NORANDA ALUMINUM: Posts Information on DIP Financing Lenders
------------------------------------------------------------
Noranda Aluminum Holding Corporation on Feb. 8 disclosed that it
has posted to its website certain information disclosed to DIP
Financing Lenders in connection with its court-supervised
restructuring process under Chapter 11.  That information is
available at the company's website http://www.norandaaluminum.com/
on the "Presentations" page under the "Investor Relations" tab.

                     About Noranda Aluminum

Noranda Aluminum Holding Corporation is an integrated producer of
primary aluminum and high-quality rolled aluminum coils.  The
Company has two businesses: an Upstream Business and a Downstream
Business.  The Upstream Business consists of a smelter near New
Madrid, Missouri, referred to as "New Madrid," and supporting
operations at a bauxite mining operation ("St. Ann") and an alumina
refinery ("Gramercy").  The Downstream, or Flat-Rolled Products
Business is one of the largest aluminum foil producers in North
America, and consists of four rolling mill facilities.

                         *    *     *

As reported by the TCR on Nov. 18, 2015, Standard & Poor's Ratings
Services lowered its corporate credit rating on Franklin,
Tenn.-based Noranda Aluminum Holding Corp. to 'CCC+' from 'B-'.
The downgrade reflects S&P's view that Noranda's capital structure
is unsustainable in the long term, given that credit measures have
worsened considerably and the financial risk profile remains
"highly leveraged."

Noranda Aluminum carries a 'B1' corporate credit rating from
Moody's Investors Service.


NORANDA ALUMINUM: S&P Lowers CCR to 'D' on Ch. 11 Filing
--------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Franklin, Tenn.-based Noranda Aluminum Holding
Corp. to 'D' from 'CCC+'.  S&P also lowered its issue-level ratings
on the company's senior secured term loan and senior unsecured
notes to 'D' from 'CCC+' and 'CCC-', respectively.

The rating action follows Noranda's announcement that it and its
wholly owned direct and indirect subsidiaries have filed voluntary
petitions for restructuring under Chapter 11 of the U.S. Bankruptcy
Code.  Noranda is seeking court approval for a debtor-in-possession
(DIP) financing package with its existing asset-based lenders for
up to $130 million and has received a commitment for up to $35
million in incremental DIP financing provided by certain existing
term loan lenders.


NORANDA ALUMINUM: To Pay $8.1 Million Critical Vendor Claims
------------------------------------------------------------
Noranda Aluminum, Inc., and its affiliated debtors seek authority
from the Bankruptcy Court to pay prepetition claims of vendors that
provide essential materials and services that are essential to
their businesses up to an aggregate amount of $8.1 million.

Prior to the Petition Date, the Debtors undertook a thorough review
of their accounts payable and their list of prepetition vendors and
service providers, and worked with business leaders for each of
their divisions and departments to identify those parties who are
most essential to their operations.

"Without payment of the Critical Vendor Claims, it is likely that
some or many of the Critical Vendors will refuse or be unable to
continue providing essential materials and services to the
Debtors," said Christopher J. Lawhorn, Esq., at Carmody MacDonald
P.C., counsel for the Debtors.  "Additionally, in certain
instances, simply the process of finding replacement vendors for
essential materials or services would be incredibly
value-destructive to the Debtors' businesses, in light of the
critical importance that the Debtors' facilities remain in
continuous operation," he continued.

The Debtors propose to condition the payment of Vendor Claims on
the agreement of the individual Critical Vendor to continue
supplying goods or services to the Debtors on terms that are
consistent with the historical trade terms between the
parties.

                      About Noranda Aluminum

Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et
al., engaged in the production of primary aluminum and rolled
aluminum coils, filed separate Chapter 11 bankruptcy petitions
(Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016.
The petitions were signed by Dale W. Boyles as chief financial
officer.  Judge Barry S. Schermer is assigned to the case.

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

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

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


NOVA SECURITY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nova Security Group, Inc.
        P.O. Box 3755
        Gulf Shores, AL 36547

Case No.: 16-00370

Chapter 11 Petition Date: February 8, 2016

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

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

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard K. Bastin, Sr., president.

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


ONE SOURCE INDUSTRIAL: Ch. 11 Trustee Taps Kelly Hart as Counsel
----------------------------------------------------------------
Michael A. McConnel, Chapter 11 trustee for One Source Industrial
Holdings, LLC, et al., asks the U.S. Bankruptcy Court for
permission to employ Kelly Hart & Hallman LLP as his counsel
effective Dec. 15, 2015.

Kelly Hart will, among other things:

   (1) assist the trustee with all actions necessary to protect and
preserve assets of the estate;

   (2) prepare and file all necessary motions, application,
answers, draft, order, reports and other papers in connection with
the proceeding; and

   (3) advise the trustee with respect to disposition of estate
assets, and prepare all necessary applications, motions, notices
and other pleadings.

Kelly Hart has advised the trustee that it intends to make
application to the Court for allowance of its fees and
reimbursement of its expenses in accordance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy rules, and the
rules and order of the Court.  Kelly Hart says it has advised the
trustee that its fees are commensurate with the fees charged to its
other clients for similar services.  Kelly Hart has not received a
retainer in connection with the retention, the firm will also
charge of additional expenses incurred in rendering services.

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

The trustee is represented by:

         Nancy Ribaudo, Esq.
         Katherine T. Hopkins, Esq.
         KELLY HART & HALLMAN LLP
         201 Main Street, Suite 2500
         Forth Worth, TX 76102
         Tel: (817) 332-2500
         Fax: (817) 878-9280
         E-mails: nancy.ribaudo@kellyhart.com
                  katherine.hopkins@kellyhart.com

                 About One Source Industrial

One Source Industrial Holdings, LLC, and One Source Industrial LLC
are both limited liability companies that are part of a corporate
family of affiliated companies.

One Source Industrial Holdings holds equipment utilized by various
related entities which provide rental equipment and industrial
services to businesses in the oil and gas, refining, manufacturing,
pipeline, shipping, and construction industries.  The types of
equipment possessed by One Source include, e.g., hazardous material
transportation vehicles, frac tanks, tank trailers, barrel mix tank
and vacuum tankers, air machines, and waste and other industrial
boxes and tanks.  Industrial provides executive management,
accounting, and overhead services for Holdings.

One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on Dec. 16, 2014.
One Industrial sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 15-400038) on Jan. 4, 2015.

On Jan. 9, 2015, the Court approved the joint administration of
the Debtors' cases for procedural purposes only.

Holdings' case is assigned to Judge Russell F. Nelms.

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

The Debtors are represented by J. Robert Forshey, Esq., and
Suzanne K. Rosen, Esq., at Forshey & Prostok, LLP, in Ft. Worth,
Texas.

Lynnette R. Warman of Culhane Meadows, PLLC, serves as counsel to
the Official Committee of Unsecured Creditors.


PEABODY ENERGY: Bank Debt Trades at 58% Off
-------------------------------------------
Participations in a syndicated loan under which Peabody Energy
Power Corp is a borrower traded in the secondary market at 42.30
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.40 percentage points from the
previous week.  Peabody Energy pays 325 basis points above LIBOR to
borrow under the $1.2 billion facility. The bank loan matures on
Sept. 20, 2020 and carries Moody's B3 rating and Standard & Poor's
B rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


PEP BOYS: Moody's Withdraws B1 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Pep Boys --
Manny, Moe, & Jack including its B1 Corporate Family Rating, B1-PD
Probability of Default Rating and Ba2 senior secured term loan
rating.

Moody's has withdrawn the ratings following the acquisition of Pep
Boys by Icahn Enterprises L.P. and the repayment of the existing
capital structure.

RATINGS RATIONALE

On Feb. 4, 2015, Pep Boys announced that its acquisition by Icahn
Enterprises had closed following the expiration of the cash tender
offer filed on Jan. 5, 2015.  The all-cash offer of $18.50 per
share totaled an equity value of roughly $1.03 billion.  In
connection with the acquisition, all existing rated debt was repaid
in full and therefore all ratings have been withdrawn.

Ratings withdrawn are:

  Corporate Family Rating at B1
  Probability of Default Rating at B1-PD
  Speculative Grade Liquidity Rating at SGL-1
  Senior Secured Bank Credit Facility (Local Currency) Oct 11,
   2018 at Ba2


PREGIS LLC: Moody's Affirms B3 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and the B3-PD probability of default rating of Pregis LLC after $20
million was added onto the existing first lien senior secured term
loan due May 2021.  The rating is predicated upon the company
refinancing the revolver draw within approximately 30 days.  The
ratings outlook is stable.  Other instrument ratings are detailed
below.  The company will use the proceeds from the new debt raised
as well as $17 million of revolving credit facility borrowings for
acquisitions and related fees and expenses associated with the
transaction.  The revolver borrowing is expected to be refinanced
with approximately $20 million in mezzanine notes over the next few
weeks.

Moody's took these actions for Pregis LLC:

   -- Affirmed corporate family rating, B3
   -- Affirmed probability of default rating, B3-PD
   -- Affirmed $50 million first lien senior secured revolver due
      May 2019, B3(LGD3)
   -- Affirmed $307 (includes $20 add-on) million first lien
      senior secured term loan B due May 2021, B3(LGD3)
   -- Affirmed $55 million second lien senior secured notes due
      May 2022, Caa2(LGD6)

The rating outlook is stable.

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

                        RATINGS RATIONALE

The B3 corporate family rating reflects Pregis' modest scale,
limited geographic footprint and significant exposure to the
economically-sensitive protective packaging market.  Protective
packaging materials, such as sheet foam and bubble wrap, account
for 70% of the company's revenue.  Many of Pregis' protective
packaging products are commoditized with significant price
competition.  The company does not have long-term contracts with
most of its customers and therefore does not have the protection of
raw material cost pass-through provisions.  Pregis' sales are
concentrated in the relatively stable but mature and competitive
North American market.

The rating is supported by improved operating performance driven by
completed divestitures and cost-cutting initiatives as well as
continued growth in the higher margin packaging systems segment.
Pregis benefits from an installed base of packaging equipment that
utilizes the company's packaging materials.  The company provides
the equipment for free and sells the packaging material for use in
the equipment.  This "razor/razor blade" model for the packaging
systems business generates recurring revenues and cash flows.
Packaging material consumables associated with the installed base
of packaging equipment account for approximately 30% of sales and
have a better growth profile than the packaging materials segment
due to growth in e-commerce.  Pregis also benefits from some
customer diversity (the top 10 customers account for approximately
20% of sales) and significant market positions in many of its
products.  The company is also expected to have adequate
liquidity.

What Could Change the Rating - Up

Moody's could upgrade the rating if the company is able to
sustainably improve credit metrics within the context of a stable
operating and competitive environment and maintain good liquidity.
Specifically, ratings could be upgraded if debt to EBITDA declined
to below 5.25 times, funds from operations to debt improve to over
8.5% and improve EBITDA to interest expense coverage to over 3.0
times.

What Could Change the Rating - Down

Moody's could downgrade the company's rating if credit metrics
weaken, liquidity deteriorates and/or the operating and competitive
environment worsens.  Acquisitions entailing significant financial
or integration risk could also jeopardize the rating.  A failure to
refinance the current revolver draw on a timely basis would also
result in a downgrade.  Specifically, the ratings or outlook could
be downgraded if funds from operations to debt is below 6%, debt to
EBITDA rises above 6.0 times, EBITDA to interest expense falls
below 2.0 times, and/or the company failed to refinance the
revolver draw within a reasonable period of time.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.

Pregis Ultimate Holding Corporation is a manufacturer of protective
packaging materials and equipment through its main operating
subsidiary Pregis LLC.  Deerfield, Illinois-based Pregis produces
sheet foam, bubble wrap, engineered foam, adhesive films for
automotive, consumer products, electronics, furniture,
housing/construction industries in its manufactured product
segment.  Pregis also provides packaging equipment that uses its
packaging materials.  Pregis has 13 manufacturing plants in the US
and primarily focuses on the North American market.  The primary
raw material is polyethylene resin.  Pregis had sales of $396
million for the 12 months ended Sept. 30, 2015.  The sponsor is
Olympus Partners.


QUICKSILVER RESOURCES: Has Until April 13 to Remove Civil Actions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until April 13, 2016, Quicksilver Resources Inc., et al.'s time to
file notices of removal of civil actions.

According to the Debtors, they needed additional time to review
their pending litigation matters and make proper evaluations within
the larger context of the Chapter 11 cases.

In their motion, the Debtors stated that the Court entered an order
approving the associated bidding procedures and timeline on Oct. 6,
2015, and the sale process is scheduled to conclude in late-January
2016 with a potential closing late in the first quarter of 2016.

Because of the ongoing sale process, they have not yet been in a
position to undertake a thorough analysis of the civil actions or
develop a strategy with respect to whether any must be removed.  

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

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

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of title 11 of the United States Code in Delaware.  The Debtors are
seeking joint administration under the main case, In re Quicksilver
Resources Inc. Case No. 15-10585.  Quicksilver's Canadian
subsidiaries were not included in the chapter 11 filing.

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

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

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

                          *     *     *

As previously reported by The Troubled Company Reporter,
Quicksilver Resources Inc. and its U.S. subsidiaries on January 22,
2016, entered into an Asset Purchase Agreement with BlueStone
Natural Resources II, LLC pursuant to which the Buyer agreed to
purchase substantially all of the Sellers' U.S. oil and gas assets
for a cash purchase price of $245.0 million.


QUIKSILVER INC: European Unit Commences Private Exchange Offer
--------------------------------------------------------------
Quiksilver, Inc. on Feb. 9 disclosed that its wholly-owned European
subsidiary, Boardriders S.A. ("Boardriders"), has commenced a
private exchange offer (the "Exchange Offer") for all of its
outstanding 8.875% Senior Notes due 2017 (the "Existing Notes") for
a combination of new Boardriders 9.500% Senior Notes due 2020 (the
"New Notes") and cash.  The Exchange Offer is being made in
connection with the Company's plan of reorganization under chapter
11 of the United States Bankruptcy Code.  The Exchange Offer is
designed to reduce the amount of the Company's debt that matures in
2017 and to extend the maturity for the debt exchanged to 2020.

Exchange Offer and Consent Solicitation

Concurrently with the Exchange Offer, Boardriders is soliciting
consents (the "Consent Solicitation") from the holders of Existing
Notes to certain amendments (the "Proposed Amendments") to the
indenture governing the Existing Notes.  The Proposed Amendments
will, among other things, eliminate substantially all of the
restrictive covenants and certain events of default from the
indenture governing the Existing Notes.  Holders who tender their
Existing Notes pursuant to the Exchange Offer are obligated to, and
are deemed to, consent to the Proposed Amendments with respect to
the entire principal amount of the Existing Notes tendered by such
holders.

Subject to the terms and conditions of the Exchange Offer, holders
of Existing Notes who validly tender their Existing Notes in the
Exchange Offer and deliver their consents in the Consent
Solicitation will receive (i) exchange consideration of EUR750
principal amount of New Notes and EUR250 principal amount in cash
and (ii) a consent payment of EUR1.88, in each case per EUR1,000 of
principal amount of Existing Notes accepted for exchange.

The Exchange Offer is currently scheduled to expire at midnight,
Central European Time, on March 9, 2016, unless extended by
Boardriders (such time, as may be extended, the "Expiration Date").
Tendered Existing Notes may not be withdrawn and consents may not
be revoked during the term of the Exchange Offer and the Consent
Solicitation, unless required by law.  Holders may elect to either
tender their Existing Notes in the Exchange Offer or take no action
with respect to the Exchange Offer.  Holders who tender their
Existing Notes in the Exchange Offer will also be deemed to have
delivered consents to the Proposed Amendments.

The Exchange Offer is conditioned upon the satisfaction or waiver
of the certain conditions, which include, among other things: the
requirement that a minimum of 85% of the aggregate principal amount
outstanding of the Existing Notes have been properly tendered on or
prior to the Expiration Date; no violation, breach, default or
event of default of any of the Company's outstanding debt
instruments having occurred as a result of the Exchange Offer, the
Consent Solicitation or otherwise; the effective date of the plan
of reorganization has occurred; and receipt of the funds from a
rights offering to finance the cash consideration. As a result of
these conditions, Boardriders may not be required to accept for
exchange any of the tendered Existing Notes.

The New Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") or state
securities laws.  The New Notes may only be transferred or resold
in transactions, registered, or exempt from registration, under the
Securities Act and applicable state securities laws.

                     Additional Information

The Exchange Offer and Consent Solicitation are made only by, and
pursuant to, the terms set forth in the Exchange Offer and Consent
Solicitation Memorandum, and the information in this press release
is qualified by reference to the Exchange Offer and Consent
Solicitation Memorandum.

Deutsche Bank AG is acting as the Exchange Agent for the Exchange
Offer and the Consent Solicitation.  Requests for the Exchange
Offer and Consent Solicitation Memorandum or questions regarding
the Exchange Offer or the Consent Solicitation may be directed to
the Exchange Agent at +44 (0) 20 7547 5000 or by email to
xchange.offer@db.com

This press release shall not constitute a solicitation of consents,
an offer to sell or the solicitation of an offer to buy any
security and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offering, solicitation or sale would
be unlawful.  No recommendation is made as to whether holders of
the securities should tender their securities or give their
consent.

                  About Quicksilver Resources

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

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

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

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

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

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

Quicksilver Resources Inc. and its U.S. subsidiaries on January 22,
2016, entered into an Asset Purchase Agreement with BlueStone
Natural Resources II, LLC pursuant to which the Buyer agreed to
purchase substantially all of the Sellers' U.S. oil and gas assets
for a cash purchase price of $245.0 million.

The consummation of the transactions contemplated by the Purchase
Agreement is subject to customary closing conditions, and such
transactions are expected to close on or before March 31, 2016.


RAILYARD COMPANY: Has Access to Cash Collateral Until Feb. 11
-------------------------------------------------------------
Judge Robert H. Jacobvitz of the U.S. Bankruptcy Court of the
District of New Mexico entered an agreed order authorizing debtor
Railyard Company, LLC, to use cash collateral through Feb. 11,
2016.

Debtor Railyard Company had sought authorization for use of cash
collateral, for the interim period January 1, 2016 through March
31, 2016.  The Court scheduled an emergency hearing on the Debtor's
Motion for Jan. 28, 2016.

Cash collateral claimant Thorofare Asset Based Lending Fund III
holds a first mortgage on the Debtor's leasehold interest in 500
Market St., and that the Debtor has listed Thorofare on its
Schedule D for a secured loan with a claim amount of $10,041,386.
All tenant rent payments on the Debtor's lease currently go to a
lock box checking account at City National Bank controlled by
Thorofare, and that the Debtor listed the value of this account at
$59,211 in its Schedule B as of the filing date.

Judge Jacobvitz authorized the Debtor to use cash collateral to:
(i) pay actual and necessary postpetition business and
administrative expenses of the Debtor, in the amounts not to exceed
110% of the line item amount set forth on the Budget; and (ii) pay
such other ordinary operating expenses and additional amounts for
budgeted expenses as the Cash Collateral Claimant may, in their
discretion, approve in writing.

Thorofare is granted adequate protection for its interests in the
Cash Collateral, in the form of a security interest in all assets
in which Thorofare had a lien or security interest as of the
Petition Date, in the same order of priority that existed at that
time, as Replacement Liens against property of the same type as the
pre-petition collateral acquired by the Debtor postpetition, to the
extent of any reduction of diminution in value of Thorofare's
collateral.

Judge Jacobvitz authorized the Debtor to use cash collateral
despite the objection of Thorofare.  Thorofare argued that the
Debtor has failed to provide it with adequate protection and that
it is unreasonable for Thorofare to agree to, or for the Court to
order, cash collateral allowances through March of 2016 when Debtor
may not even be managing property at that time.  Thorofare further
argued that the Debtor has defaulted on previous cash collateral
orders including paying unapproved expenses and over paying
approved expenses, such as legal frees. Thorofare added that it has
no assurance such defaults will not continue.

Thorofare Asset Based Lending Fund III, L.P., is represented by:

          Benjamin E. Thomas, Esq.
          Jacqueline N. Ortiz, Esq.
          Katharine C. Downey, Esq.
          SUTIN, THAYER & BROWNE, APC
          Post Office Box 1945
          Albuquerque, NM 87103-1945
          Telephone: (505)883-2500
          Facsimile: (505)888-6565
          E-mail: bet@sutinfirm.com
                  jno@sutinfirm.com
                  kcd@sutinfirm.com

Railyard Company, LLC, is represented by:

          William F. Davis, Esq.
          WILLIAM F. DAVIS & ASSOC., P.C.
          6709 Academy NE, Suite A
          Albuquerque, NM 87109
          Telephone: (505)243-6129
          Facsimile: (505)247-3185
          E-mail: daviswf@nmbankruptcy.com

                      About Railyard Company

Railyard Company, LLC, owns and developed two-story Market Station
that houses the REI sporting goods store and other tenants.  It
filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on
Sept. 4, 2015.  The petition was signed by Richard Jaramillo as
managing member.  The Debtor is represented by William F. Davis,
Esq., at William F. Davis & Associates, P.C., as counsel.

The Debtor's Chapter 11 petition says the Company has about $11.2
million in debts and $13.8 million in assets.


REGENT UNIVERSITY: Moody's Lowers Rating on 2006 Rev. Bonds to Ba2
------------------------------------------------------------------
Moody's Investors Service has downgraded Regent University's (VA)
Series 2006 Educational Facilities Revenue Bonds to Ba2 from Ba1.
The outlook remains negative.  The downgrade and negative outlook
reflect a larger than anticipated decline in reserves due to a
below average investment return and failure to meet enrollment
projections for fall 2015.  Liquidity remains modest relative to
the risks of its aggressive enrollment growth strategy, investment
allocation, and high debt.  The rating incorporates the expectation
for improved operating performance driven by very strong enrollment
growth as the university's marketing and branding gains traction,
as evidenced by recent enrollment growth.

                          Rating Outlook

The negative outlook reflects the expectation for weak operating
performance and declining liquidity to persist.  Regent's large
exposure to oil and gas investments exerts significant downward
pressure given ongoing sector pressures.  The outlook could be
revised to stable if operating performance aligns with expectations
for FY 2016 and improves considerably in FY 2017 with no outsized
decline in reserves or liquidity.

Factors that Could Lead to an Upgrade

  Substantial increase in cash and investments
  Material improvement in liquid and available financial reserves
  Move to sustainable operating performance with cash flow
   covering escalating debt service

Factors that Could Lead to a Downgrade

  Larger than expected declines in unencumbered liquidity
  Failure to maintain access to external liquidity facilities
  Operating deficits that are either deeper or longer lasting than

   those currently projected

Legal Security

The Series 2006 revenue bonds have a secured interest in
Unrestricted University Revenues.  The Loan Agreement incorporates
limits on additional parity indebtedness.  Under these limits pro
forma debt should be less than total cash and investments and less
than 2.0 times expendable financial resources.  There is a cash
funded debt service reserve fund.

Use of Proceeds
Not applicable

Obligor Profile

Regent University is a private university founded in 1978 by Pat
Robertson.  For fall 2015, the university enrolled nearly 7,500
headcount students.  Regent offers associates, bachelors, masters,
and doctoral degrees, including a law school, at its campus in
Virginia Beach and online.

Methodology

The principal methodology used in this rating was Global Higher
Education published in November 2015.


ROADRUNNER ENTERPRISES: Sells Chesterfield Property for $125K
-------------------------------------------------------------
Roadrunner Enterprises Inc. has sold its real property located at
4117 Ralph Road, in Chesterfield, Virginia.

A certain Daniel Alexander bought the property for $125,000,
according to a filing with the U.S. Bankruptcy Court for the
Eastern District of Virginia.

Roadrunner will use a portion of the sale proceeds to pay the loan
it received from Towne Bank.  The bank is owed $761,452 as of
Feb. 6, 2015.

The sale was approved by Judge Kevin Huennekens who oversees the
company's Chapter 11 case.  

                 About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge
Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.


ROADRUNNER ENTERPRISES: Sells Colonial Heights Property for $190K
-----------------------------------------------------------------
Roadrunner Enterprises Inc. has sold a real property in Virginia
for $190,000, according to a filing with the U.S. Bankruptcy Court
for the Eastern District of Virginia.

A certain Stewart Robertson bought the property located at 905
Forestview Drive, in Colonial Heights, Virginia.

A portion of the sale proceeds will be used to pay the loan, which
the company received from Bank of McKenney.  The bank claims it is
owed $149,768 as of Feb. 6, 2015.

The sale was approved by Judge Kevin Huennekens who oversees the
company's Chapter 11 case.

                 About Roadrunner Enterprises

Headquartered in Chesterfield County, Virginia, Roadrunner
Enterprises Inc. owns the Roadrunner Campground and more than 70
rental properties, lots, and other real estate interests.

Roadrunner Enterprises filed for Chapter 11 bankruptcy protection
(Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015.  The petition
was signed by Carl Adenauer, president.  David K. Spiro, Esq., at
Hirschler Fleischer, P.C., serves as the Debtor's counsel.  Judge
Kevin R. Huennekens presides over the case.  The Debtor estimated
assets and liabilities of at least $10 million.


RONALD STONE: Awarded $1.85-Mil. in Damages vs. Waldman, Atherton
-----------------------------------------------------------------
Ronald Stone claimed Randall Waldman and Bruce Atherton conspired
to defraud Stone of his interest in Stone Tool & Machine, Inc.  The
bankruptcy court found in favor of Stone and awarded a judgment of
approximately $3 million.  The United States District Court for the
Western District of Kentucky, Louisville Division, affirmed the
bankruptcy court's decision.  The Court of Appeals for the Sixth
Circuit held the bankruptcy court exceeded its authority in
entering final judgment on Stone's fraud claim.  The Sixth Circuit
affirmed in part, vacated in part, and remanded the case for the
bankruptcy court to "recast its final judgment as to these claims
as proposed findings of fact and conclusions of law.  The
bankruptcy court did so.  Waldman filed an objection to the
bankruptcy court's proposed findings of fact and conclusions of
law.  The District Court conducted a de novo review and entered
judgment in favor of Stone in the amount of $3,074,374.  Waldman
filed a second appeal to the Sixth Circuit.  The Sixth Circuit held
the District Court erred in awarding Stone $1,074,374 in
compensatory damages and reduced that award to $650,776.  The Sixth
Circuit also held the District Court erred in holding Atherton and
Waldman jointly and severally liable.  The Sixth Circuit remanded
this case with instructions to apportion Stone's damages.

In a Memorandum Opinion dated January 15, 2016, which is available
at http://is.gd/AkXLylfrom Leagle.com, Judge Thomas B. Russell of
the United States District Court for the  Western District of
Kentucky, Louisville Division, entered judgment in favor of the
Debtor in the amount of $650,776 in compensatory damages and
$1,200,000 in punitive damages, with 50 percent of fault
apportioned to Randall Waldman and 50 percent of fault apportioned
to Bruce Atherton.

The case is RANDALL SCOTT WALDMAN, et al., Appellant, v. RONALD B.
STONE, Appellee, Case No. 3:10-CV-164-TBR.

Randall Scott Waldman, Appellant, is represented by John R. Wilson,
Esq. -- Ruck, Wilson, Helline & Brockman PLLC & Michael R. Wilson,
Esq. -- Ruck, Wilson, Helline & Brockman PLLC.

Ronald B. Stone, Appellee, is represented by Loren T. Prizant, Esq.
-- lprizant@middletonlaw.com -- Middleton Reutlinger, Michael F.
Tigue, Esq. -- mtigue@middletonlaw.com -- Middleton Reutlinger,
Dennis D. Murrell, Esq. -- dmurrell@middletonlaw.com -- Middleton
Reutlinger & John Milton Matter, Esq. -- jmatter@middletonlaw.com
-- Middleton Reutlinger.


SABRE INDUSTRIES: Moody's Lowers CFR to Caa2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Sabre
Industries, Inc., including the Corporate Family Rating to Caa2
from B3 and the secured debt rating to Caa1 from B2.  The rating
outlook is stable.

RATINGS RATIONALE

The downgrade reflects Moody's expectation of low internal cash
generation (excluding receivables factoring) and limited access to
the revolver.  Debt to EBITDA is expected to be at least 7x well
into calendar year 2017 (per Moody's standard adjustments including
receivables factoring) with free cash flow to debt in the low
single digits.  Both of Sabre's business units are facing pressure;
the utility segment from lack of new large projects up for bid and
continual deferment of projects by the utility companies resulting
in highly competitive pricing.  In wireless, tower operators are
focusing on increasing existing tower saturation, investing more on
spectrums for coverage, and growth through acquisition, rather than
building new wireless infrastructure.

Even when market conditions were more favorable, Sabre posted
relatively thin margins, with elevated leverage, and a record of
negative free cash flow.  Sabre's performance has fallen short of
previous expectations from a combination of an increasingly
competitive pricing environment and higher facility start-up and
integration costs.  Sabre has not realized positive free cash flow
over the last four years on a cumulative basis.  Moody's notes
Sabre's total backlog has been on a downward trend since Q4 2014.

Sabre is taking steps to mitigate these operating pressures through
personnel and shift reductions, manufacturing footprint
minimization, and purchasing optimization.  In addition, Sabre's
master supply agreements offer a degree of volume stability.  Sabre
should continue to benefit from barriers to entry across its niche
markets, substantial upfront investment, and customer retention
driven by reluctance to switch providers once a track record of
quality and execution are established.

Liquidity is weak without access to the majority of its $65 million
cash flow revolver due to potential covenant violations stemming
from covenant hurdle step downs.  The Consolidated Secured Net
Leverage Ratio covenant is tested when utilization is at or above
12.5%, which allows the company access up to $8.125 million without
putting Sabre into a potential covenant violation. Letters of
credit apply to utilization only in excess of $15 million, and
currently there are no drawings and about $10 million in letters of
credit outstanding.  Cash balances as of Q2 FY 2016 stood at $25
million.  The factoring of receivables partially contributed to the
higher than average cash balances.  Moody's notes that the company
has little liquidity cushion going forward; working capital
management, managing receivables and payables terms, and precise
operational execution will be crucial without adequate revolver
access.

The stable outlook anticipates Sabre's ability to improve its
liquidity profile and make progress on operations to generate free
cash flow even in the more challenging operating environment, as
well as cost savings and FWT acquisition synergies.

The ratings could be upgraded if the company shows material
improvement in revenue growth and profitability, and if liquidity
is restored either through cash accumulation or revolver access is
restored.  In addition, consideration for a higher rating could
result from Debt/EBITDA sustained below 6.0x with FCF/Debt at the
high single digits level.

The ratings could be downgraded absent evidence of improved
operating performance as 2016 progresses or if negative free cash
flow is sustained.

Rating actions:

  Corporate Family Rating, downgraded to Caa2 from B3

  Probability of Default, downgraded to Caa2-PD from B3-PD

  $255 million secured term loan, downgraded to Caa1 (LGD-3) from
   B2 (LGD-3)

  $65 million secured revolving credit facility, downgraded to
   Caa1 (LGD-3) from B2 (LGD-3)

Rating Outlook: Stable

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

Sabre Industries, Inc., headquartered in Alvarado, TX, manufactures
towers, poles, shelters and related transmission structures used in
the wireless communications and electric transmission and
distribution industries.  Last twelve month October 2015 pro forma
revenues for the FWT acquisition totaled approximately $782
million.


SALEM MEDIA: S&P Lowers CCR to 'B-', Outlook Negative
-----------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Salem Media Group Inc. to 'B-' from 'B'.
The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan to 'B-' from 'B', based on S&P's
notching criteria.  The '3' recovery rating is unchanged,
indicating S&P's expectation for meaningful recovery (50%-70%;
upper half of the range) of principal in the event of a payment
default.

"The downgrade reflects Salem Media's narrowing margin of
compliance with its covenants, largely due to debt-financed
acquisitions and related expenses," said Standard & Poor's credit
analyst Heidi Zhang.  Salem has reformatted the acquired stations,
and we do not expect meaningful EBITDA contributions from these
stations until 2017.  The company had a 10% EBITDA margin of
compliance on its total net leverage covenant as of Sept. 30, 2015.
Due to the scheduled covenant step-down in the first quarter of
2016 and the programming expenses related to the acquired stations,
S&P believes that the margin of covenant compliance will fall below
10% in the first half of 2016, despite the political revenue
uplift.  The company final leverage covenant step down will occur
in March 2017.  S&P believes the EBITDA margin of compliance will
remain thin in 2017 if the company does not direct most of its
discretionary cash flow to debt repayment, undertakes additional
debt financed acquisitions, or experiences material business
weakness.

"The negative rating outlook reflects our view that Salem Media's
margin of compliance with covenants will remain thin over the next
year, given the tight covenant cushion and upcoming covenant
step-downs," said Ms. Zhang.

S&P could consider lowering its corporate credit rating on Salem
Media if the company underperforms S&P's base-case expectations,
causing the margin of covenant compliance to fall below 5% and
increasing the risk of covenant violation.  Factors that could
contribute to this scenario include material business weakness, or
any debt-financed acquisitions that cause leverage to increase.

S&P could revise the outlook to stable if it believes the company
will sustain a covenant cushion of at least 10% over the next 12-24
months.


SAN BERNARDINO, CA: Reaches Repayment Deal with Bondholders
-----------------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reported that the city of San Bernardino, Calif., which has been
stuck in bankruptcy for more than three years, has reached a
repayment deal with its fiercest courtroom foe: a European bank
owed about $52 million worth of municipal bonds.

According to the DBR report, San Bernardino lawyers told Judge
Meredith Jury that they have reached a tentative settlement with
the bondholder but refused to say how much money the
200,000-resident city offered to repay.

As previously reported by The Troubled Company Reporter, citing
Bloomberg News, San Bernardino bondholders are back at the
bargaining table to hash out a reorganization plan for the bankrupt
city, perhaps spurred by a deadly terrorist shooting in December.

According to the Bloomberg report, the bondholders, who are owed
about $50 million, were the last major creditor group opposing the
city's plan to impose cuts on them and city employees while it also
tried to reform a city charter that contributes to high wages for
police and firefighters.

Bloomberg said the the Dec. 2 shooting in which 14 people were
killed and the national outpouring of sympathy it engendered might
have prompted the bondholders to renew talks, city attorney Gary
Saenz said.  The bondholders' attorney called soon after the
shooting to ask that mediation resume, Mr. Saenz told Bloomberg.

"Prior to that we had reached an impasse and we were pretty far
apart," Mr. Saenz further told Bloomberg.  The two sides met
earlier in January and are now much closer to a deal, according to
Mr. Saenz.

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104
km) east of Los Angeles, estimated assets and debt of more than $1
billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.

The City filed on May 14, 2015, a Plan to exit court protection.
The Plan proposes to some bondholders a penny on the dollar but
maintains pension benefits for retired city workers.  The Plan
proposes to make full payments into the pension fund run by
California Public Employees' Retirement System.



SBMC HEALTHCARE: Trust Seeks Another Year to Pursue Claims
----------------------------------------------------------
The SBMC Liquidating Trust has filed a third motion to modify the
deadlines to pursue claims as set forth in a March 2013 bankruptcy
court order confirming the Joint Plan of Liquidation of SBMC
Healthcare, LLC and its Official Committee of Unsecured Creditors.

The Plan was declared effective on April 10, 2013, and all of the
assets and rights of the SBMC Healthcare, including litigation
claims, were transferred to the Trust and vested pursuant to the
Joint Plan and Confirmation Order.

The Confirmation Order and Notice provided for certain deadlines,
including that any claim objection will be served and filed no
later than one year after the Effective Date.  The Notice further
provided that any other adversary proceeding, contested matter,
motion or application will be filed within one year after the date
of the Notice.

On March 25, 2014, the Trust obtained an order extending the claim
objection deadline by one year.

On March 3, 2015, the Trust obtained a second order extending the
claim objection deadline by another year.

The Trust now seeks to extend the deadlines to file any adversary
proceeding, contested matter, motion, objection to claims, or
applications, including but not limited to fee applications, to by
another year from entry of an order granting its request or the
natural expiration of any statute of limitations (either
specifically stated or as may be equitably tolled), whichever is
later, including but not limited to causes of action under the
Bankruptcy Code (including, but not limited to, all Chapter 5
causes of action) and State and Federal causes of action.

According to the Trust, since the extension orders were entered, it
has continued to investigate claims and filed various adversary
proceedings.  As the Court is very aware, the Trust's discovery
efforts were thwarted by various entities and persons throughout
the Trust's investigation.

The Trust has settled some adversary cases and taken several
judgments against persons and entities, including but not limited
to Marty McVey, McVey & Co. Investments, LLC and Concord General
Insurance Services, Inc., and a Contempt Order against Concord
General Insurance Services, Inc.  Although the Trust has collected
on other adversaries, at this point, however, the Trust has been
unable to recover on the judgments against Marty McVey, McVey & Co.
Investments, LLC and Concord General Insurance Services, Inc., or
on the Contempt Order against Concord General Insurance Services,
Inc.   The Trust is continuing its collection efforts and assessing
whether any other potential assets may be recovered. The extent to
which the Trust can liquidate assets and/or collect on them will
determine whether objections to claims need to be filed in certain
classes.  It would be unnecessary to expend estate resources to
object to claims if there is no possibility of distribution.
Likewise it would be unfair to claimants to require many to defend
claim if there is little to no chance of distribution.  It would
also be wasteful of the Court's time and resources.

For this reason, the Trust seeks to extend the deadlines to provide
additional time and visibility as to the necessity of filing claim
objections.

In addition, Marty McVey has filed a lawsuit for malpractice
against Millard Johnson and Johnson DeLuca Kurisky & Gould. Issues
regarding this lawsuit are still pending before the Court.

Due to the status of the case, the status of the various
adversaries and collections, the continued investigations, and the
malpractice lawsuit, the Trust requests that the deadline to file
any adversary proceeding, contested matter, motion, objection to
claims or applications, including but not limited to fee
applications, be extended to the later of one year from entry of
the Order granting the Motion or the natural expiration of any
statute of limitations (either specifically stated or as may be
equitably tolled).

Attorneys for the SBMC Liquidating Trust:

         HALL ATTORNEYS
         Ruth Van Meter, Esq.
         Nicholas Hall, Esq.
         4265 San Felipe Street, Suite 1100
         Houston, TX 77027
         Tel: (281) 764-8500
         Fax: (281) 764-8501
         E-mail: rvanmeter@hallattorneys.com

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey &
Co. Investments LLC.  It filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 12-33299) on April 30, 2012.  Judge Jeff Bohm
presides over the case.

The petition was signed by the president of McVey & Co. Investments
LLC, sole manager.  

The Debtor disclosed $40,149,593 in assets and $13,108,268 in
liabilities as of the Chapter 11 filing.  

Marilee A. Madan, P.C. in Houston, Texas, was the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, served
as the Debtor's special bankruptcy counsel.  

The Official Committee of Unsecured Creditors was represented by
Hall Attorneys, P.C.  The Committee retained BMC Group, Inc., to
assist with the compilation, administration, evaluation, and
production of documents and information necessary to support the
Committee's duties.

On March 26, 2013, the Court confirmed the First Amended Plan of
Liquidation by the Official Committee of Unsecured Creditors and
Joint Plan of Liquidation of the Committee and SBMC Healthcare,
LLC.  On April 4, 2013, the Court entered an order confirming the
Joint Plan.

April 10, 2013, was the Effective Date and all of the assets and
rights of the SBMC Healthcare, LLC, the Debtor, including
litigation claims, were transferred to the SBMC Liquidating Trust
and vested pursuant to the Joint Plan and Confirmation Order.


SHERWOOD INVESTMENTS: Court Denies Bid to Dismiss Tax Fraud Suit
----------------------------------------------------------------
Defendant Julian Benscher filed Motion to Dismiss Counts 1, 2, 3,
and 4.  The United States Government filed an Omnibus Response to
the Defendant's Motions to Dismiss and Motion in Limine to Exclude
404(b) Evidence.  Defendant Benscher filed Omnibus Reply in Further
Support of Motions to Dismiss and Motion in Limine.

The Government initiated this tax fraud action which concerns
certain of Defendant Julian Benscher's filings for tax years 2006,
2007, and 2008.

Defendant seeks dismissal of Counts 1 through 3 of the Indictment
based on expiration of a six-year statute of limitations (SOL) and
Count 4 based on a five-year SOL. The Government argues that these
SOLs did not expire before it initiated this criminal proceeding on
October 1, 2015, because the Government is entitled to several
tolling periods.

Defendant contends that the tolling periods in the 2011, 2013, and
2015 Orders should not be given effect because the foreign evidence
sought by the Government in its official requests is not necessary
to prosecution of Defendant and the Government did not file the
Third, Fourth, and Fifth Apps. in "good faith". In contrast, the
Government argues that the SOLs should be tolled for the time
periods specified by Judge Scriven in her 2010, 2011, 2013, and
2014 Orders.

In an Order dated January 22, 2016, which is available at
http://is.gd/9rqagGfrom Leagle.com, Judge Roy B. Dalton, Jr., of
the United States District Court for the Middle District of
Florida, Orlando Division, denied the motion because the tolling
periods established by Judge Scriven in the MC Action are
sufficient to save the Indictment from dismissal based on the
applicable SOLs.

The case is UNITED STATES OF AMERICA, Plaintiff, v. JULIAN
BENSCHER, Defendant, Case No. 6:15-cr-221-Orl-37DAB.

Julian Benscher, 565 Ridgewood Dr. Windermere, FL 34786
321-443-6936, Defendant, is represented by Marissel Descalzo, Esq.
-- mdescalzo@carltonfields.com  -- Carlton Fields Jorden Burt, PA,
Robert Alan Leventhal, Esq. -- Robert A. Leventhal, PA & Michael S.
Pasano, Esq. -- mpasano@carltonfields.com  -- Carlton Fields Jorden
Burt, PA.

                     About Sherwood Investments

Sherwood Investments Overseas Limited Incorporated sought Chapter
11 protection (Bankr. M.D. Fla. Case No. 10-00584) on Jan. 15,
2010, and is represented by Mariane L. Dorris, Esq., at Latham
Shuker Eden & Beaudine LLP in Orlando, Fla.  At the time of the
filing, the Debtor estimated its assets and debts at $10 million
to
$50 million.


SIMPLY FASHION: Gets Court Approval to Settle Avoidance Actions
---------------------------------------------------------------
U.S. Bankruptcy Judge Laurel Isicoff approved the terms governing
the settlement of avoidance actions brought in the Chapter 11 cases
of Simply Fashion Stores Ltd. and Adinath Corp.

The order would allow the companies to resolve many of the
avoidance actions "without the need for repeated court hearings and
without incurring administrative expenses," according to their
lawyer, Christopher Jarvinen, Esq., at Berger Singerman LLP, in
Miami, Florida.

The court-approved terms allow the companies to settle claims
without the need for court approval if the amount involved is equal
to or less than $50,000, court filings show.  

                   About Simply Fashion Stores

Owned by the Shah family, Simply Fashion has 247 stores in 25
states across the country in major markets such as Detroit, Miami,
New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and
Dallas. Founded in 1991, Simply Fashion is primarily a brick and
mortar retailer of Junior, Plus and Super Plus women's fashion
catering to African-American women between the ages of 25 and 55,
with locations in 25 states.

Adinath Corp. is the general partner of Simply Fashion.  It is
owned 100% by Bhavana Shah.

On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla.,
Case No. 15-16885).  The cases are under the Honorable Laurel M.
Isicoff.

The Debtors have tapped Berger Singerman LLP as counsel; Kapila
Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as
claims and noticing agent.

Simply Fashion estimated $10 million to $50 million in assets and
debt.

The U.S. Trustee for Region 21 appointed five creditors to serve on
the official committee of unsecured creditors.

On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as
consumer privacy ombudsman in the Debtors' Chapter 11 cases.


SOLERA LLC: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of B2
to Solera LLC and Solera Finance, Inc. (Co-Borrower) (together,
"Solera"), a Probability of Default Rating of B2-PD, and Ba3 (LGD2)
and Caa1 (LGD5) ratings to Solera's new first-lien senior secured
credit facilities and senior unsecured notes, respectively.
Proceeds from a $1.9 billion first-lien term loan, just over $2.0
billion of senior unsecured notes, and $3.1 billion of common and
preferred equity contributed by a consortium of investors led by
affiliates of Vista Equity Partners will be used to effect a
Vista-led acquisition of the company. (A $300 million first lien
revolver will be undrawn at closing.).  The outlook is stable.

All of the ratings of Audatex North America, Inc. will be withdrawn
upon the Vista acquisition's closing and the repayment of Audatex's
$3.1 billion of existing debt, which are expected to occur in the
first quarter of 2016.

Assignments:

Issuer: Solera, LLC

  Probability of Default Rating, Assigned B2-PD
  Corporate Family Rating, Assigned B2
  Senior secured bank credit facilities maturing 2021 and 2023,
   Assigned Ba3; LGD2
  Senior unsecured regular bond/debenture maturing 2024, Assigned
   Caa1; LGD5

Outlook Actions:

Issuer: Solera, LLC

  Outlook, Assigned Stable

RATINGS RATIONALE

The B2 CFR reflects very high pro-forma financial leverage (just
over 8.0 times, Moody's-adjusted) and the expectation for moderate
deleveraging over the next two years through a combination of
EBITDA growth and debt repayment.  Weak credit metrics are
mitigated partially by a diverse recurring revenue base, strong
market positions, and solid growth opportunities.  The
transaction's enterprise valuation, approximately $6.5 billion,
represents a multiple of roughly 13.0 times Moody's pro-forma
adjusted EBITDA for the year ended Dec. 31, 2015.  Although the
Vista consortium is contributing a healthy 45% of the purchase
price in the form of equity, Solera will be faced with an
incremental $830 million of debt above pre-LBO levels.  The
resultant near doubling of interest expense, to about $300 million
per year, and the use of more than $300 million of balance sheet
cash to effect the acquisition, will hamper liquidity, which before
the transaction has been quite strong. Moreover, the burden of
servicing so much debt will leave considerably less room for Solera
to make acquisitions, which it has pursued aggressively in the past
not only for revenue and geographic diversification, but also to
fulfill its Mission 2020 goal of realizing $2.0 billion in revenue
and $840 million of pro-forma EBITDA by the year 2020.  A
curtailment in the pace of acquisitions, Moody's believes, will
enable the company to delever somewhat faster, closer to 7.0 times
by fiscal-year-end 2017 (June 30, 2017), still rather weak for the
rating.

Compared with its domestic, lower-rated competitors in the narrower
auto physical damages ("APD") claims-servicing segment, Solera has
a truly global reach, more diversified offerings, and stronger
adjusted EBITDA margins (approaching 40%).  Solera's proprietary
databases, solid growth opportunities in developing markets, and
high-recurring-revenue and high-customer-retention models (both in
the upper-90%s) also support the ratings.  While the integration of
recent acquisitions has squeezed operating margins, the purchases
have been consistent with the company's strategy of moving beyond
its core expertise in APD claims processing while staying within an
overarching data, software, and connectivity business model.  A
stricter focus on execution and the integration of existing
acquisitions will, Moody's believes, enable the company to lift
unadjusted operating margins to historically strong levels and to
better service its debt burden.

The stable outlook anticipates continued, steady organic revenue
growth at the mid-single-digit level with roll-out of added
services to existing customers and growing claims volumes in
developing markets; consistent, high EBITDA margins approaching
40%; interest coverage moving towards 2.0 times and
free-cash-flow-to-debt in the low- to mid-single-digit percentages;
and a suspension, over the next two years, of large, debt-funded
acquisitions.  Moody's views Solera's liquidity as good, and
expects the company to generate annual free cash flows averaging
$150 million.  A demonstrated commitment by Solera to delever
steadily, with debt-to-EBITDA falling below 6.0 times on a
sustained basis, would be an important consideration for an
upgrade.  Ratings could be downgraded if the company undertakes
acquisitions that, after integration, fail to realize targeted
margins, if Moody's expects debt-to-EBITDA will not moderate from
current levels, or if Moody's expects that annual free cash flow
will be below $75 million.

Solera Holdings, Inc. ("Solera", ticker: SLH) is a leading provider
of risk and asset management software and services to the
automotive and property marketplace, including the global property
and casualty industry.  Customers for automobile
insurance-claims-processing solutions include automobile insurance
companies, collision repair facilities, appraisers, and dealers.
Moody's expects revenues, with the benefit of significant recent
acquisitions, of approximately $1.3 billion for the 2016 fiscal
year (ending in June 2016).  As the result of an LBO by a Vista
Equity-led consortium, the company is expected to be privatized in
early 2016.


SPRINGMORE II: $730,000 Sale of Hotel Property Has Closed
---------------------------------------------------------
Springmore II, LLC, through its counsel Joe M. Supple, Esq.,
notified the Bankruptcy Court of the completion and closing of the
sale of the Debtor's assets on Nov. 30, 2015 for the sum of
$730,000.

The sale was approved by the Court by Order dated Sept. 24, 2015.

Pursuant to the sale order the Debtor was authorized to:

   (A) pay closing costs customarily paid by sellers of real
       estate at closing, including but not limited to deed
       preparation and the Debtor's pro-rata share of real estate
       taxes.

   (B) pay $30,000 to Supple Law Office, PLLC to hold in trust
       for payment of professional fees and U.S. Trustee fees to
       be distributed upon further order of the Court.

   (C) pay all remaining sale proceeds over City National Bank
       pursuant to the secured claim of City National Bank.

Supple Law Office received payment on Dec. 2, 2015 and is holding
$30,000.00 in trust.

The sum of $616,135 was distributed to City National Bank.

The Debtor's attorney can be reached at:

         Joe M. Supple, Esq.
         SUPPLE LAW OFFICE, PLLC
         801 Viand Street
         Point Pleasant, WV 25550
         Tel: (304) 675-6249

                   About Springmore II LLC

Springmore II, LLC owned a hotel located at 140 Lithia Road, in
Wytheville, Virginia.

Bettye J. Morehead, Brown Edwards & Co., and DBK Investments &
Development Corporation, filed an involuntary petition for Chapter
11 against Springmore II, LLC (Bankr. S.D. W.Va. Case No. 13-50064)
on April 1, 2013.  

Judge Ronald G. Pearson presides over the case.  

The Court entered a default order for relief on May 1, 2013.

Joe M. Supple of Supple Law Office, PLLC, serves as counsel to the
Debtor.

The U.S. Trustee was unable to appoint a committee of unsecured
creditors.


SUPERVALU: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which SuperValu is a
borrower traded in the secondary market at 96.13
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.59 percentage points from the
previous week.  SuperValu pays 350 basis points above LIBOR to
borrow under the $1.48 million facility. The bank loan matures on
March 21, 2019 and carries Moody's Ba3 rating and Standard & Poor's
BB-rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


SWIFT ENERGY: Strategic Value & DW Capital Lead DIP Lenders, RSA
----------------------------------------------------------------
Swift Energy Company in January filed with the Bankruptcy Court a
fully executed copy of the Restructuring Support Agreement with
holders of its senior notes.  A copy of the document is available
for free at:

    http://bankrupt.com/misc/Swift_Energy_77_Executed_RSA.pdf

Before filing for bankruptcy, the Debtors and their noteholders
reached a restructuring support agreement, pursuant to which the
parties have agreed on a Chapter 11 plan of reorganization that,
among other things, exchanges the approximately $905.1 million
outstanding on account of Senior Notes obligations for 96% of the
common equity in the Reorganized Debtors, cancels existing equity
and gives current shareholders 4% of the common equity in the
Reorganized Debtors and certain warrants, and pays in full,
reinstates, or provides for other treatment for all other secured
or unsecured debt of the Debtors.  

Under the RSA, the Debtors and the Noteholders agreed, among other
things, to support the Plan, vote their claims on account of the
Senior Notes in support of the Plan, and abide by certain
milestones regarding the Plan and administration of these Chapter
11 cases.

The Consenting Noteholders are:

     1. DW Catalyst Master Fund LT and Brevan Howard Master Fund
        Limited;

     2. Hutchin Hill Capital Primary Fund, Ltd.

     3. BOF Holdings IV, LLC;

     4. Strategic Value Special Situations Offshore
        Fund III-A LP;

     5. Strategic Value Special Situations Offshore
        Fund III LP;

     6. Strategic Value Master Fund Ltd;

     7. MatlinPatterson Global Opportunities Master
        Fund LP;

     8. Wells Fargo Securities, LLC;

     9. Wells Capital Management Incorporated;

    10. Kore Fund Ltd.;

    11. Sunrise Partners Limited Partnership;

    12. Pentwater Capital Management LP;

    13. Merrill Lynch Pierce Fenner & Smith Inc, solely in
        respect of its Global Credit and Special Situations
        Group and not any other unit, group, division or
        affiliate of MLPFS;

    14. Pioneer Investment Management, Inc.;

    15. Pine River Baxter Fund Ltd.;

    16. Pine River Deerwood Fund Ltd.;

    17. Pine River Fixed Income Master Fund Ltd.;

    18. Pine River Master Fund Ltd.;

    19. LMA SPC for and on behalf of MAP 89 Segregated Portfolio;

    20. Valo Group Fund LP; and

    21. Whitebox Relative Value Partners, LP

Some of the Consenting Noteholders are members of the DIP lending
syndicate:

    Lender                      Facility Amount   Percent Share
    ------                      ---------------   -------------
Strategic Value Master
   Fund, LTD.                       $16,142,413    21.523217636%
Strategic Value Special
  Situations Master
  Fund III, L.P.                    $13,918,973    18.558630394%
DW Catalyst Master Fund, Ltd.       $13,350,141    17.800187617%
Hutchin Hill Capital
  Primary Fund, LTD.                 $7,236,691     9.648921201%
BOF Holdings IV, LLC                 $6,050,657     8.067542214%
Strategic Value
  Special Situations
  Offshore Fund III-A, L.P.          $3,797,491     5.063320826%
PWCM Master Fund Ltd.                $3,574,878     4.766504270%
Bank of America, N.A.                $3,107,645     4.143527205%
MatlinPatterson Global
  Opportunities Master
  Fund L.P.                          $2,826,395     3.768527205%
Wells Fargo Bank, N.A.               $2,358,701     3.144934334%
Oceana Master Fund Ltd.                $803,688     1.071583418%
LMA SPC for and on behalf of
  Map 98 Segregated Portfolio          $661,861     0.882480880%
Sunrise Partners
  Limited Partnership                  $527,674     0.703564728%
KORE Fund LTD.                         $351,782     0.469043152%
Pentwater Event Driven
  Cayman Fund Ltd.                     $291,011     0.388014921%
                                ---------------
                                    $75,000,000

The Consenting Noteholders are represented by:

     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, NY 10022
     Attn: Joshua A. Sussberg, P.C.
     E-mail: jsussberg@kirkland.com

                       About Swift Energy

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

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

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

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

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

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


TARGUS INT'L: Buys TGII Assets; Ex-Parents to File Ch. 11
---------------------------------------------------------
Targus International LLC on Feb. 9 disclosed that it has acquired
the operating assets of Targus Group International, Inc. ("TGII"),
the global leader in mobile device case and accessories solutions.
The acquisition was accomplished through a publicly noticed
foreclosure process under the Uniform Commercial Code ("UCC"),
where TGII's senior lenders were the winning bidder.  The Company
is positioned to move forward with a strong balance sheet and new
credit facility for working capital.

Vendor and customer relationships will continue as normal moving
forward.  

"This sale is positive news for the Company, our customers,
suppliers, business partners and employees," said Michael Hoopis,
President and CEO of Targus.  "Now we are moving forward with new
owners and a capital structure that enables us to take full
advantage of our brand equity, global distribution and product
development capabilities.  With an improved balance sheet and a
stronger financial foundation, we can build on our leadership
position in mobile computing accessories to capitalize on the
growth and evolving needs of the virtual workforce."

Mr. Hoopis continued, "We are committed to delivering innovative
and high quality products and services to our customers.  I want to
note our appreciation for the ongoing dedication of our employees
and business partners, whose hard work is the cornerstone of our
business."

Targus also notes that the unrelated legal entities that comprised
TGII's former parent companies (now known as Parent THI, Inc. and
TGHI, Inc.) (the "Debtors") will be filing consensual prepackaged
Chapter 11 cases in the United States Bankruptcy Court for the
Southern District of New York to finalize the orderly wind down of
the Debtors' estates.  This court-supervised process will have no
impact on Targus' business or operations, which are now owned by
newly-formed and separate entities that are not involved in the
Chapter 11 proceedings.

Alvarez & Marsal North America, LLC served as a financial advisor
to TGII, and O'Melveny & Myers LLP served as its legal advisor.

Targus is proud to have acquired the assets of a company with a
longstanding and quality reputation, and that created the mobile
accessory category with its invention of the laptop case over 30
years ago.  Targus plans to continue to advance the mobile
accessories category with innovative and relevant solutions for
businesses and consumers.  Targus will focus on products which
enhance productivity, connectivity and security, allowing users to
work in any environment comfortably and conveniently.  Targus'
headquarters will continue to be located in Anaheim, California,
with offices worldwide and distribution in more than 100 countries.


Targus Inc. -- http://targus.com/-- supplies carrying cases and
accessories for the mobile lifestyle.


TAYLOR-WHARTON: Wants Until June to File Reorganization Plan
------------------------------------------------------------
Jonathan Randles at Bankruptcy Law360 reported that Taylor-Wharton
International asked a Delaware bankruptcy judge on Feb. 3, 2016, to
extend until June the period in which the cryogenic tank maker can
exclusively file a reorganization plan, saying the company's
restructuring could be undermined if creditors are allowed to file
a competing strategy.  Four months after filing for bankruptcy
protection, Taylor Wharton filed a motion seeking an extension to
its exclusivity period -- a move that would give the company
additional breathing room as it reworks its balance sheet.

                       About Taylor-Wharton

Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed
Lead Case No. 15-12075) on Oct. 7, 2015.  The petition was signed
by Thomas Doherty as chief restructuring officer.

Cryogenics is a leading designer, engineer and manufacturer of
cryogenic equipment designed to transport and store liquefied
atmospheric and hydrocarbon gases.  Cryogenics has a single United
States operation in Theodore, Alabama.  Cryogenics is the direct
or indirect parent of several foreign non-debtor subsidiaries
which have manufacturing operations in China, Malaysia, Slovakia,
and warehousing operations in Germany and Australia.

The Debtors have engaged Reed Smith LLP as general bankruptcy
counsel, Argus Management Corporation as interim management
services provider, Stifel, Nicolaus & Company, Incorporated and
Miller Buckfire & Company LLC as investment banker and Logan &
Company, Inc., as noticing and claims agent.

The Debtors estimated both assets and liabilities of $100 million
to $500 million.  O'Neal Steel Inc. is listed as the largest
unsecured creditor holding a trade claim of $788,815.

Judge Brendan Linehan Shannon is assigned to the case.


TELECOM ITALIA: NY Supreme Court Dismisses Suit Against Marcatel
----------------------------------------------------------------
Defendant Marcatel Com S.A. de C.V. renews its motion to dismiss
Telecom Italia Sparkle S.p.A.'s complaint for lack of personal
jurisdiction.  In its complaint, Telecom Italia asserts causes of
action for breaches of contract; breach of contract as a
third-party beneficiary; promissory estoppel; quantum meruit;
account stated; and for liability under an alter ego theory.

The case arises out of an alleged agreement between Marcatel, a
Mexican corporation headquartered in Monterrey, Mexico, and Telecom
Italia, an Italian corporation with its principal place of business
in Rome, Italy, whereby Marcatel ordered services from Telecom
Italia for itself and for its affiliates, Vivaro Corporation, STI
Prepaid, LLC and STI Telecom Inc. f/k/a Epana Networks Inc., to use
with their own telecommunications offerings. Telecom Italia alleges
that Marcatel and the Plaintiff agreed that the Plaintiff would
provide Services and that Marcatel would cause Telecom Italia to be
paid within thirty days thereof.

In a Decision/Order dated January 6, 2016, which is available at
http://is.gd/WSFBMnfrom Leagle.com, Judge Saliann Scarpulla of the
Supreme Court of New York County found that Marcatel has
sufficiently shown that it is not subject to jurisdiction in New
York in connection with the transactions at issue in this action
and declined to award sanctions to Marcatel as Telecom Italia has
not acted frivolously in pursuing this litigation.  Accordingly,
Judge Scarpulla granted Marcatel's motion to dismiss the complaint
and the complaint is dismissed in its entirety.

The case is TELECOM ITALIA SPARKLE S.P.A., Plaintiff, v. MARCATEL
COM S.A. DE C.V. Defendant, Docket No. 653572/2012, 2016 NY Slip Op
30041(U)

Telecom Italia is an Italian telecommunications company which
provides landline services, mobile line and DSL services.


TGHI INC: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                     Case No.
       ------                                     --------
       TGHI, Inc.                                 16-10300
          fka Targus Group Holdings, Inc.
       1211 North Miller Street
       Anaheim, CA 92806

       Parent THI, Inc.                           16-10301
       1211 North Miller Street
       Anaheim, CA 92806

Nature of Business: Targus is a global supplier of carrying cases
                    and accessories for mobile devices.
                    On the Net: http://www.targus.com/

Chapter 11 Petition Date: February 9, 2016

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

Judge: Hon. Michael E. Wiles

Debtors' Counsel: Joseph Corneau, Esq.
                  KLESTADT WINTERS JURELLER
                  SOUTHARD & STEVENS, LLP
                  200 West 41st Street, 17th Floor
                  New York, NY 10036
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: jcorneau@klestadt.com

                    - and -

                  Tracy L. Klestadt, Esq.
                  KLESTADT WINTERS JURELLER
                  SOUTHARD & STEVENS, LLP
                  200 West 41st Street, 17th Floor
                  New York, NY 10036-7203
                  Tel: (212) 972-3000
                  Fax: (212) 972-2245
                  Email: tklestadt@klestadt.com

Debtors'          KURTZMAN CARSON CONSULTANTS LLC
Claims
and Noticing
Agent:

Debtors'          KURTZMAN CARSON CONSULTANTS LLC
Administrative
Agent:

                                         Estimated    Estimated
                                          Assets      Liabilites
                                        ----------   -----------
TGHI, Inc.                              $1MM-$10MM   $10MM-$50MM
Parent THI, Inc.                        $0-$50K      $50MM-$100MM

The petition was signed by Christopher Layden, president.

A list of TGHI, Inc.'s nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb16-10300.pdf

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb16-10301.pdf


TLFO LLC: Confirmed Liquidating Plan Modified
---------------------------------------------
TLFO, LLC, formerly known as TLO LLC before selling the business,
won approval from the Bankruptcy Court in October 2015 to modify
its Confirmed Amended Plan of Liquidation.  At the behest of the
Debtor, Judge Paul Hyman, Jr. ordered that:

   * Article VII of the Amended Plan of Liquidation is deemed
modified to (a) authorize Liquidating TLFO to transfer its
remaining assets to the liquidating trust established by the
Liquidating Trust Agreement, (b) provide the liquidating trustee
with the powers and duties afforded him in the Liquidating Trust
Agreement, and (c) authorize the dissolution of the Debtor promptly
after the transfer provided for herein.

   * Paragraph 22 of the Order Confirming Debtor's Amended Plan of
Liquidation is deemed modified to authorize the dissolution of the
Debtor promptly upon the transfer of the remaining assets of
Liquidating TLFO to the liquidating trust.

   * All professionals retained by Liquidating TLFO are deemed to
have been retained by the liquidating trust and the fees and
expenses of such professionals will be compensated by the
liquidating trust in accordance with the provisions of Section 7.4
of the Plan.

TLFO, LLC's attorney:

         Alvin S. Goldstein, Esq.
         FURR & COHEN, P.A.
         One Boca Place, Suite 337W
         2255 Glades Road
         Boca Raton, FL 33431
         Telephone: (561) 395-0500
         Facsimile: (561) 338-7532
         E-mail: agoldstein@furrcohen.com

                           About TLFO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

                           *     *     *

On Dec. 13, 2013, the Court authorized the Debtor to sell its
assets to TransUnion Holding Co. Inc., which emerged as the winner
at an auction with a bid of $154 million.

The Court later authorized debtor TLO, LLC to amend its name to
TLFO, LLC, which name change was required under the purchase
agreement.

In May 2014, TLFO LLC won court approval for a liquidating Chapter
11 plan with at least $18.7 million for distribution to
shareholders, assuming the deceased founder's secured claim of
$91.1 million isn't knocked out.


TOPS MARKET: Court Dismisses Claims Against The Penn
----------------------------------------------------
On October 6, 2015, upon dismissing all claims against Officers
Hollenbeck and Haines, the United States District Court for the
Southern District of New York directed the parties to brief the
question of whether plaintiff Keyue Yuan has a cause of action
against the remaining defendants.  In the same Order, the Court
directed the remaining defendants, Tops Market, LLC, and The Penn
Traffic Company to submit papers addressing whether they are
citizens of New York State for purposes of diversity jurisdiction.

Tops and Penn Traffic submitted a Memorandum.  On December 1, 2015,
having received no submission from the pro se plaintiff, the Court
issued an Order directing defendants to file proof of service on
plaintiff of their Memorandum and advising plaintiff that, if he
wishes to submit any response to the Memorandum filed by Tops and
Penn Traffic, he must do so on or before December 28, 2015.
Plaintiff has submitted no response.

In a Memorandum Decision and Order dated January 12, 2016, which is
available at http://is.gd/xQxw0ffrom Leagle.com, Judge Norman A.
Mordue of the United States District Court for the Southern
District of New York dismissed with prejudice the claims against
The Penn Traffic Company case; ordered that the Court lacks
subject-matter jurisdiction over the remaining claims against Tops
Market, LLC; and remanded the state law claims against Tops Market,
LLC, to New York State Supreme Court, Tompkins County, for further
proceedings.

According to the record, the plaintiff has been domiciled in New
York State throughout this action and thus is a citizen thereof,
Judge Mordue ruled.  Because both the plaintiff and Tops are
citizens of New York State, diversity jurisdiction is lacking,
Judge Mordue held.

The case is KEYUE YUAN, Plaintiff, v. TOPS MARKET, LLC; THE PENN
TRAFFIC COMPANY; OFFICER HOLLENBECK; AND OFFICER HAINES,
Defendants, No. 5-10-CV-1251.

Keyue Yuan, Plaintiff, Pro Se. pro hac vice.

Tops Market, LLC, Defendant, is represented by Michael B. Dixon,
Esq. -- Dixon, Hamilton Law Firm.


TRANSOCEAN INC: Fitch Lowers IDR to 'BB' & Revises Outlook to Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded Transocean Inc. (Transocean; NYSE:
RIG) and its affiliate's Long-term Issuer Default Rating to 'BB'
from 'BB+'.  The Rating Outlook has been revised to Negative from
Stable.

The downgrade reflects heightened offshore rig re-contracting risk
and Fitch's lower and longer offshore rig recovery profile
following the downward revision of our oil & gas price assumptions.
Fitch expects E&P companies to continue to reduce capital budgets
to conserve liquidity and preserve balance sheets. This has and is
likely to continue to broadly curtail offshore exploration
activities and earlier stage developments resulting in fewer
tenders and more short-term contracts for the next couple of years.
These risks have resulted in a moderate increase in Fitch's
forecasted base case leverage profile over the near-term, but, more
importantly, increased the uncertainty around forecasted
non-current backlog revenues.  Current contract coverage within
Fitch's base case decreases from roughly 90% in 2016 to under 70%
in 2017 with further declines thereafter.

The Negative Outlook considers the potential for a deeper and
longer than forecast offshore drilling downcycle that could result
in Transocean's leverage profile remaining above Fitch's
through-the-cycle levels for a 'BB' credit over the rating horizon.
Fitch has pushed back its recovery inflection point estimate into
the second half of 2018 from late 2017/early 2018.

Fitch's inflection point estimate remains at risk for further
delays due to the evolving hydrocarbon pricing environment, rig
oversupply cycle, and offshore E&P spending trends.  E&Ps will
likely need to be highly confident that supportive prices are
sustainable before meaningfully committing capital to new offshore
projects given their higher development costs and multi-year
development periods.  Fitch believes that an uptick in demand could
lag supportive oil & gas price levels (estimated at $65 -
$70/barrel for deepwater) by at least six-12 months.

Fitch continues to recognize that Transocean has undertaken
numerous actions to protect credit quality to-date including the
early retirement of debt, eliminating the dividend, deferring
uncontracted newbuild deliveries, proactively rationalizing
undifferentiated/uneconomic legacy rigs (22 scrapped floaters
announced; about 50% of industry total), reducing operating costs,
increasing rig uptime, and mitigating Macondo-related credit risks.
Fitch expects the company to exhibit a positive free cash flow
(FCF) profile, retire a considerable amount of debt, and maintain
adequate liquidity over the next couple of years.  This should help
better align the company's capital structure with its evolving
asset profile.  Fitch also views Transocean as an eventual
consolidator and management as capable through-the-cycle value
creators that will enhance the company's long-term competitive
position and credit prospects.

Approximately $8.5 billion of debt, excluding the outstanding
Eksportfinans loans, is affected by the  rating action.

KEY RATING DRIVERS

Transocean's ratings are supported by its market position as one of
the largest global offshore drillers, strong backlog ($16.8 billion
as of Dec. 6, 2015), favorable floater-focused rig fleet,
high-grading and margin improvement efforts, and adequate near-term
financial flexibility, including that afforded by uncontracted
newbuild delivery delays.  These considerations are offset by the
company's continued need to generate and conserve liquidity given
current unfavorable capital market conditions, heightened
maturities profile, and considerable newbuild capex commitments.
Fitch believes the company's current and near-term leverage profile
(Fitch calculated 2.6x latest 12 months [LTM] debt/EBITDA as of
Sept 30, 2015; Fitch base case forecasts consolidated debt/EBITDA
of 2.7x in 2015 and 3.3x in 2016) are consistent with a higher
rating.  However, Fitch forecasts leverage metrics could exceed
through-the-cycle levels over the rating horizon as current
contract coverage meaningfully declines in 2017 with re-contracting
risk elevated in this very weak market environment.

OIL PRICE WEAKNESS, RIG OVERSUPPLY CYCLE CONTRIBUTE TO DELAYED
RECOVERY PROSPECTS

Offshore drillers continue to face depressed market conditions due
to lower demand and a significant oversupply of rigs, including
newbuilds.  The roughly 70% drop in oil prices has compounded the
effects of the offshore rig oversupply cycle resulting in continued
market dayrate weakness.  Fitch's base case assumes market dayrates
for high-specification ultra-deepwater rigs of $275,000/day.  This
is a downward revision from our previous base case estimate of
$300,000/day due to the increasingly competitive contracting
environment.  Other rig classes are projected to see similarly
steep price discounts.  Fitch also recognizes that market dayrates
could reach cash breakeven levels (about $200,000/day for
high-specification ultra-deepwater rigs), but continues to expect
operators will be cautious, particularly larger, established
drillers, about bidding at or below cash breakeven levels.  Fitch's
view remains that while customers may, in most cases, prefer the
lowest cost, highest quality assets careful consideration will be
given to an operator's size, staying power, geological familiarity,
and historical operating performance.

Fitch anticipates that the floating rig rationalization process
will generally be more orderly than the jackup market and that it
will rebalance more quickly.  Fitch believes that the more
competitive jackup market environment provides fewer economic
incentives for operators to rationalize over the near-term.
Offshore rig demand could lag a recovery to supportive oil price
levels (currently estimated at $65 - $70/barrel for deepwater) by
at least six-12 months to encourage operators to allocate
additional capital to offshore projects.  Fitch has pushed back its
recovery inflection point estimate into the second half of 2018
from late 2017/early 2018 with a risk for further inflection point
revisions.  A recovery to more robust operating and financial
metrics is not likely to happen until after that point.

POSITIVE FCF PROFILE FORECAST NEAR TERM, BUT LEVERAGE METRICS
PRESSURED MEDIUM TERM

Fitch's base case forecasts Transocean, excluding cash flows to
non-controlling interests, will be approximately $825 million and
$450 million FCF positive in 2015 and 2016, respectively.  Fitch
assumes that all surplus FCF will be allocated towards debt
reduction over the next few years.  Fitch's base case results in
consolidated debt/EBITDA, excluding cash collateralized
Eksportfinans loans, of 2.7x and 3.3x in 2015 and 2016,
respectively.

Leverage metrics, however, are anticipated to move higher and could
exceed through-the-cycle levels thereafter.  The Fitch base case
currently forecasts consolidated debt/EBITDA of approximately 4.5x
in 2017 followed by gradual leverage metric improvements. Given the
current market environment, Fitch has placed increasing weight on
its stress case scenarios that currently forecast that consolidated
debt/EBITDA could reach and exceed 5x in 2017.  Fitch believes,
however, that prices and offshore demand are likely to recover in
the out years as large capex cuts made across the industry to date
begin to result in meaningful supply reductions.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating cases for Transocean
include:

Fitch Base Case:

   -- Brent oil price that trends up from $45/barrel in 2016 to a
      longer-term price of $65/barrel;

   -- Current contracted backlog is forecast to remain intact with

      no renegotiations contemplated;

   -- Market dayrates are assumed to be $275,000 for higher-
      specification ultra-deepwater rigs with other rig classes
      seeing similarly steep price discounts through 2017 followed

      by some modest dayrate improvements thereafter;

   -- Fleet composition considers announced rig retirements and
      attempts to adjust for uncompetitive rigs due to their
      technological obsolescence, undifferentiated market
      position, or cost prohibitive through-the-cycle economics;

   -- Capital expenditures consistent with company guidance of $2
      billion in 2015 with spending levels thereafter largely
      based on the current newbuild delivery schedule;

   -- No dividend payments forecast following its recently
      approved cancellation beginning in the fourth quarter of
      2015;

   -- No Transocean Partners LLC (NYSE: RIGP) dropdowns or other
      related funding activity.

Fitch Stress Case makes the following key adjustments to the Fitch
Base Case:

   -- Brent oil price that trends up from $35/barrel in 2016 to a
      longer-term price of $45/barrel;

   -- Market dayrates are assumed to be $200,000 for higher
      specification ultra-deepwater rigs with other rig classes
      seeing similarly steep price discounts;

   -- Capital expenditures assume some further newbuild deferrals
      in the out years.

RATING SENSITIVITIES

Positive: No positive rating actions are currently contemplated
over the near-term given the weak offshore oilfield services
outlook.  However, future developments that may, individually or
collectively, lead to a positive rating action include:

For an upgrade to 'BB+':

   -- Demonstrated commitment by management to lower gross debt
      levels;

   -- Mid-cycle debt/EBITDA of approximately 3.5x on a sustained
      basis;

   -- Further progress in implementing the company's asset
      strategy to focus on the high-specification and ultra-
      deepwater markets.

To resolve the Negative Outlook at 'BB':

   -- Demonstrated ability to secure tenders that constructively
      contribute to the backlog and cash flows signalling the
      company's ability to manage the industry's re-contracting
      risk and bridge its financial profile through-the-cycle;

   -- Illustrated progress towards management's liquidity target
      of $4-$5 billion, while repaying scheduled maturities by
      year-end 2017;

   -- Mid-cycle debt/EBITDA of around 4.0x on a sustained basis.

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

   -- Failure to generate positive FCF, repay near-term
      maturities, and retain adequate liquidity over the next
      couple years;

   -- Material, sustained declines in rig utilization and day
      rates signalling a heightened level of re-contracting and
      recovery risk;

   -- Mid-cycle debt/EBITDA above 4.5x - 5.0x on a sustained
      basis.

Fitch does not anticipate taking any further negative rating
actions until visibility of the post-2016 cash flow, leverage, and
liquidity profiles become clearer through a demonstrated ability to
secure tenders, pay down debt, and manage financial flexibility
over the next 12-24 months.  Further material deteriorations to the
company's backlog and liquidity profile, as well as to the offshore
contracting environment, could accelerate a negative rating
action.

ADEQUATE NEAR-TERM LIQUIDITY POSITION

Transocean had approximately $2.2 billion of cash and equivalents
as of Sept. 30, 2015.  The company also had approximately $443
million in restricted cash investments associated with the required
cash collateralization of the outstanding Eksportfinans loans and
other contingent obligations.  Supplemental liquidity is provided
by the company's $3 billion senior unsecured credit facility due
June 2019, including a $1 billion sublimit for letters of credit.
The company had $3 billion in available borrowing capacity as of
Sept. 30, 2015 with the ability to request a $500 million upsizing
of the facility, subject to the current, as well as any additional
prospective, banks' willingness to participate.

HEIGHTENED MATURITIES PROFILE

Transocean has annual senior notes maturities equal to $1 billion,
$749 million, and $1.25 billion between 2016 and 2018.  These
represent the company's 5.05% senior notes due December 2016, 2.5%
senior notes due October 2017, 6% senior notes due March 2018, and
7.375% senior notes due April 2018.  This excludes Eksportfinans
principal amortization that is cash collateralized.  Management has
been actively repurchasing debt (approximately $292 million through
Sept. 30, 2015) with cash in an effort to incrementally improve
near-term liquidity (nearly 85% repurchased related to 2016-2018
maturities) by capturing a par discount (over 6%) and reducing
interest payments.  Fitch continues to forecast that the company
can largely retire the scheduled near-term maturities with
cash-on-hand and FCF.

Transocean, as defined in its bank credit agreement, is subject to
a maximum debt to tangible capitalization ratio of 0.6 to 1.0 (0.4
as of Sept. 30, 2015), excluding intangible asset impairments and
certain other items.  Other customary covenants consist of lien
limitations and transaction restrictions.

MANAGEABLE OTHER LIABILITIES

Transocean maintains several defined benefit pension plans, both
funded and unfunded, in the U.S. and abroad.  As of Dec. 31, 2014,
the company's funded status was negative $462 million.  Fitch
considers the level of pension obligations to be manageable and
notes that the U.S. benefits freeze helps to alleviate any future
pension-related credit risks.  Other contingent obligations are
principally comprised of purchase commitments totalling
approximately $5.3 billion on a multi-year, undiscounted basis as
of June 30, 2015.

Fitch downgrades these:

Transocean Inc.

   -- Long-term IDR to 'BB' from 'BB+';
   -- Senior unsecured notes/debentures to 'BB'/RR4 from
      'BB+'/RR4;
   -- Senior unsecured bank facility to 'BB'/RR4 from 'BB+'/RR4'.

Global Santa Fe Inc.

   -- Long-term IDR to 'BB' from 'BB+';
   -- Senior unsecured notes to 'BB'/RR4 from 'BB+'/RR4.

The Rating Outlook has been revised to Negative from Stable.


TRI STATE TRUCKING: CAT Financial Seeks Relief From Automatic Stay
------------------------------------------------------------------
Caterpillar Financial Services Corporation asks the U.S. Bankruptcy
Court for the Middle District of Pennsylvania for relief from the
automatic stay with regard to certain equipment in which it holds a
first priority lien and security interest.

CAT Financial relates that prior to the Petition Date, the Debtor
entered into an Installment Sale Contract with Cleveland Brothers
Equipment Co., Inc. for the purchase of two Caterpillar CT660
On-Highway Trucks.  It further relates that pursuant to the terms
of the First Security Agreement, the Debtor was required to make 60
equal monthly payments of $6,815 each.  CAT Financial adds that the
non-default rate of interest under the First Security Agreement is
5.20%.  It notes that the First Security Agreement was assigned to
it pursuant to an Assignment of Installment Sale Contract (Without
Recourse).  CAT Financial further notes that under the First
Security Agreement, it was granted security interests in the
trucks, which it had properly perfected.

CAT Financial tells the Court that prior to Petition Date, the
Debtor entered into another Installment Sale Contract ("Second
Security Agreement") with Cleveland Brothers for the purchase of
two Caterpillar Model 938K Wheel Loaders. It further tells the
Court that pursuant to the terms of the Second Security Agreement,
the Debtor was required to make 60 equal monthly payments of
$8,863.29 each.  CAT Financial notes that the non-default rate of
interest under the First Security Agreement is 4.50%.  It relates
that the Second Security Agreement was assigned to it pursuant to
another Assignment of Installment Sale Contract (Without Recourse).
CAT Financial further relates that it was granted security
interests in the Equipment under the Second Security Agreement.

CAT Financial contends that it entered into a
Cross-Collateral/Cross-Default Agreement with the Debtor, pursuant
to which the Debtor granted CAT Financial a security interest and
lien in (1) the Trucks, (2) the Equipment; and (3) the following
additional collateral ("Collateral"):

     (a) 2010 John Deere 772CH Motor Grader;
     (b) 2010 Dragon 5600 Gallon Trailer;
     (c) 2012 Doonan Trailer;
     (d) 2012 Dragon Trailer;
     (e) 2011 Kaufman Trailer; and
     (f) 2005 Peterbilt Truck.

CAT Financial tells the Court that under the Cross-Collateral
Agreement, the Debtor agreed that all Collateral would secure all
of the Debtor's obligations to CAT Financial.  It further tells the
Court that it had properly perfected its security interest in the
Equipment and Additional Collateral.

CAT Financial contends that as of the Petition Date, the total of
$738,926 were due and owing under the Security Agreements. It
further contends that the total estimated value of the Collateral
is $642,750.

CAT Financial contends that relief from stay is warranted because
Debtor Tri State Trucking Company has failed to make any payments
to CAT Financial after the petition date and there is no equity in
the equipment.

Caterpillar Financial Services Corporation is represented by:

          Peter S. Russ, Esq.
          Kelley M. Neal, Esq.
          BUCHANAN INGERSOLL & ROONEY PC
          One Oxford Centre
          301 Grant Street, 20th Floor
          Pittsburgh, PA 15219
          Telephone: (412)562-8800
          Facsimile: (412)562-1041
          E-mail: peter.russ@bipc.com
                  kelley.neal@bipc.com

                 About Tri State Trucking Company

Tri State Trucking Company filed Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015.  William E.
Robinson signed the petition as president.  The Debtor estimated
assets in the range of $10 million to $50 million and liabilities
of at least $1 million.  Mette, Evans, & Woodside represents the
Debtor as counsel.  Judge John J Thomas is assigned to the case.

Tri State operates an over the road logistics company hauling
various freight of its customers.  The Debtor employs approximately
50 people and operates from its headquarters located at 16064 Route
6, Mansfield, Pennsylvania 16933.


TRI STATE TRUCKING: Jelliff Auction Approved to Appraise Properties
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized Tri State Trucking Company to employ Jelliff Auction
Group, LLC, and Randy Jelliff, to appraise its real and personal
property.

The Debtor owns certain real property located at 1072 Korb Road, in
Tioga County, Pennsylvania, and at 2433 Williamson Road, in Tioga
County, Pennsylvania.  Additionally, the Debtor is party to an
agreement for the purchase of real property located at 2917 South
Main Street, in Mansfield, Pennsylvania.

The Debtor also owns personal property consisting of various types
of automobiles, trucks and trailers, and various tractors, loaders
and other types of machinery and equipment.

The Debtor agreed to compensate Mr. Jelif for $100 per hour.

To the best of the Debtor's knowledge, Jelliff Auction and  Mr.
Jelliff are "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Tri State Trucking

Tri State Trucking Company filed Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015.  William E.
Robinson signed the petition as president.  The Debtor estimated
assets in the range of $10 million to $50 million and liabilities
of at least $1 million.  Mette, Evans, & Woodside represents the
Debtor as counsel.  Judge John J Thomas is assigned to the case.

Tri State operates an over the road logistics company hauling
various freight of its customers.  The Debtor employs approximately
50 people and operates from its headquarters located at 16064 Route
6, Mansfield, Pennsylvania 16933.


TRONOX INC: Bank Debt Trades at 13% Off
---------------------------------------
Participations in a syndicated loan under which Tronox Inc is a
borrower traded in the secondary market at 87.45
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.47 percentage points from the
previous week.  Tronox pays 300 basis points above LIBOR to borrow
under the $1.5 billion facility. The bank loan matures on March 15,
2020 and carries Moody's B1 rating and Standard & Poor's BB+
rating.  The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Jan. 29.


TURNBERRY/MGM GRAND: Purchasers' Claims Referred to Bankr. Court
----------------------------------------------------------------
Turnberry/MGM GrandTowers, LLC, filed a Motion to Refer All Claims
and Causes of Action to the Bankruptcy Court.  The matter arises
from a long-standing dispute brought by purchasers of condominium
units developed and sold by Turnberry/MGM.

Turnberry/MGM argues that referral to the Bankruptcy Court should
have been automatic under Local Rules of Bankruptcy Practice of the
United States District Court for the District of Nevada because the
Bankruptcy Court has original jurisdiction and because the claims
in this case are "core" claims or are "related to" the Bankruptcy
Case.  Turnberry further argues that at a minimum, the case should
be referred to allow the Bankruptcy Court to determine whether this
case involves "core" claims because such determination is within
the Bankruptcy Court's exclusive jurisdiction.  The District Court
agrees that this case should be referred, but disagrees with
Turnberry/MGM's reasoning.

In an Order dated January 19, 2016, which is available at
http://is.gd/ZMuh6vfrom Leagle.com, Judge Miranda M. Du of the
United States District Court for the District of Nevada granted
Turnberry/MGM's Motion to Refer All Claims and Causes of Action to
the Bankruptcy Court.  Defendants MGM Resorts International and MGM
Grand Hotel, LLC's Motion for Determination of Non-Arbitrability of
Claims Against Non-Signatory Defendants is denied without prejudice
since the Court finds it appropriate for the Bankruptcy Court to
address this motion.

The case is MARY ANN SUSSEX, et al., Plaintiffs, v. TURNBERRY/MGM
GRAND TOWERS, LLC, et al., Defendants, Case No.
2:08-cv-00773-MMD-PAL.

Mary Ann Sussex, Plaintiff, is represented by Norman B Blumenthal,
Esq. -- Blumenthal & Nordrehaug, Ricardo R Ehmann, Esq. --
rehmann@gerardlaw.com  -- Gerard & Associates, Robert B. Gerard,
Esq. -- rgerard@gerardlaw.com  -- Gerard & Associates, Burton W
Wiand, Esq. -- BWiand@wiandlaw.com  -- Wiand Guerra King P.L. &
Daniel Marks,  Esq. -- office@danielmarks.net  -- Law Office of
Daniel Marks.

Turnberry/MGM Grand Towers, LLC, Defendant, is represented by Alex
Fugazzi, Esq. -- afugazzi@swlaw.com -- Snell & Wilmer, Gregory E
Garman, Esq. -- ggarman@gtg.legal -- Garman Turner Gordon, James D
Gassenheimer, Esq. -- jgassenheimer@bergersingerman.com -- Berger
Singerman LLP, Jason C Gless, Esq. -- jgless@wshblaw.com -- Wood,
Smith, Henning & Berman, Justin L Carley, Esq. -- jcarley@swlaw.com
-- Snell & Wilmer, LLP, Talitha Gray Kozlowski, Esq. --
tkozlowski@gtg.legal -- Garman Turner Gordon & Teresa M Pilatowicz,
Esq. -- tpilatowicz@gtg.legal -- Garman Turner Gordon LLP.

Based in Las Vegas, Nevada, Turnberry/MGM Grand Towers LLC and two
of its affiliates filed for bankruptcy protection under Chapter 11
on June 26, 2015 (Bankr. D. Nev. Lead Case No. 15-13706).  Judge
August B. Landis presides over the Debtors' cases.  Gregory E
Garman, Esq., at Garman Turner Gordon LLP, represents the Debtors
in their cases.  The Debtors estimated both assets and liabilities
between $1 million and $10 million.


TXU CORP: Bank Debt Due October 2014 Trades at 71% Off
------------------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 29.13
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.04 percentage points from the
previous week.  TXU Corp pays 350 basis points above LIBOR to
borrow under the facility. The bank loan matures on Oct. 10, 2014.
Moody's has withdrawn its rating on TXU and Standard & Poor's did
not give any rating.  The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Jan. 29.


TXU CORP: Bank Debt Due October 2017 Trades at 70% Off
------------------------------------------------------
Participations in a syndicated loan under which TXU Corpis a
borrower traded in the secondary market at 29.88
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.60 percentage points from the
previous week.  TXU Corp pays 450 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 10, 2017.
Moody's has withdrawn rating on the loan facility and Standard &
Poor's did not give a rating.  The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Jan. 29.


VALEANT PHARMACEUTICALS: Bank Debt Trades at 4% Off
---------------------------------------------------
Participations in a syndicated loan under which Valeant
Pharmaceuticals is a borrower traded in the secondary market at
96.00 cents-on-the-dollar during the week ended Friday, Jan. 29,
2016, according to data compiled by LSTA/Thomson Reuters MTM
Pricing.  This represents an increase of 0.30 percentage points
from the previous week.  Valeant Pharmaceuticals pays 300 basis
points above LIBOR to borrow under the $990 million facility. The
bank loan matures on Dec. 11, 2019 and carries Moody's Ba1 rating
and Standard & Poor's BB rating.  The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Jan. 29.


VANTAGE DRILLING: Bank Debt Trades at 82% Off
---------------------------------------------
Participations in a syndicated loan under which Vantage Drilling Co
is a borrower traded in the secondary market at 17.60
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.52 percentage points from the
previous week.  Vantage Drilling Co pays 400 basis points above
LIBOR to borrow under the $475 million facility. The bank loan
matures on Oct. 25, 2017 and carries Standard & Poor's D rating.
The loan is one of the biggest gainers and losers among 247 widely
quoted syndicated loans with five or more bids in secondary trading
for the week ended Jan. 29.


WIDEOPENWEST FINANCE: Bank Debt Trades at 3% Off
------------------------------------------------
Participations in a syndicated loan under which WideOpenWest
Finance LLC is a borrower traded in the secondary market at 97.03
cents-on-the-dollar during the week ended Friday, Jan. 29, 2016,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.60 percentage points from the
previous week.  WideOpenWest Finance pays 350 basis points above
LIBOR to borrow under the $1.41 billion facility. The bank loan
matures on April 1, 2019 and carries Moody's Ba3 rating and
Standard & Poor's B rating.  The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Jan. 29.


WISCONSIN PUBLIC FINANCE: Moody's Rates $170MM Rev. Bonds 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to $170 million of
tax-exempt refunding revenue bonds to be issued by Public Finance
Authority (State of Wisconsin).  Proceeds from these bonds will be
loaned to Celanese US Holdings LLC (CUSH), a wholly-owned
subsidiary of Celanese Corporation (Celanese), under a loan
agreement dated March 1, 2016.  Celanese will utilize proceeds from
the loan to repay outstanding pollution control and industrial
revenue bonds.

Ratings assigned

Issuer: Public Finance Authority

  Series A Bonds due January, 1 2024 at Ba2, LGD5
  Series B Bonds due December 1, 2025 at Ba2, LGD5
  Series C Bonds due November 1, 2030 at Ba2, LGD5
  Series D Bonds due November 1, 2030 at Ba2, LGD5

                         RATINGS RATIONALE

The Ba2 ratings on the new bonds issued by the Public Finance
Authority (State of Wisconsin) are based upon the unsecured
guarantees provided by CUSH, Celanese and all of Celanese's other
restricted subsidiaries that provide guarantees to outstanding
senior unsecured notes issued by CUSH.  These guarantees
effectively make the bonds issued by the Public Finance Authority
(State of Wisconsin) pari passu with the Ba2 senior unsecured notes
issued by CUSH.  The guarantees provided by Celanese and certain of
its restricted subsidiaries are absolute and unconditional with no
right of offset, and ensure timely payment of interest and
principal.

The loan agreement between the Public Finance Authority (State of
Wisconsin) and CUSH contain standard covenants as well as "Special
Covenants", which make this loan agreement similar to other
non-investment grade bonds and Celanese's existing unsecured notes.
These "Special Covenants" will remain outstanding so long as
Celanese has its existing unsecured notes outstanding (Celanese's
unsecured notes mature in or before 2022), or until both Moody's
and S&P have raised Celanese's unsecured ratings to investment
grade.

The rating outlook on Celanese is stable.  Also, any ratings
changes, up or down, will reflects changes to the rating on the
senior unsecured notes of CUSH.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013.

Celanese Corporation, headquartered in Irving, Texas, is a leading
global producer of acetic acid, vinyl acetate monomer, emulsions,
acetate tow, engineered thermoplastics and food ingredients.
Celanese reported net sales of $ 5.7 billion for the fiscal year
ended Dec. 31, 2015.



WRIGHTWOOD GUEST RANCH: 1st Amended Disclosure Statement Denied
---------------------------------------------------------------
Judge Scott C. Clarkson on Jan. 12, 2016, convened a hearing to
consider approval of Wrightwood Guest Ranch LLC's First Amended
Disclosure Statement.  Based upon the Disclosure Statement and
pleadings filed in response, and for the reasons stated on the
record, Judge Clarkson on Jan. 25 entered an order denying approval
of the First Amended Disclosure Statement.

                     Plan Outline Objections

As reported in the Jan. 20, 2016 edition of the TCR, objections to
the First Amended Disclosure Statement, as well as First Amended
Plan, were filed by GreenLake Real Estate Fund, LLC, the United
States Trustee's Office, and SWG, Inc.

GreenLake says the Debtor failed to provide adequate information in
the Disclosure Statement.  The U.S. Trustee argued, among other
things, that:

   * The Disclosure Statement should clarify the timing and
     sources of payment for the pre-confirmation professional
     fees incurred by the Debtor;

   * The Disclosure Statement should disclose additional
     information about the Halletts' individual ownership of
     Parcel 054;

   * The Disclosure Statement should provide additional valuation
     information;

   * The Debtor should provide additional information about WCT's
     zip line business;

   * The Debtor should disclose its construction budget for its
     planned expanded wedding facilities; and

   * The Debtor should supplement the information it provided
     concerning a future re-financing.

                      Response to Objections

The Debtor says many of the objections were well taken and the
Debtor will incorporate information addressing each of the
objections into the Second Amended Disclosure Statement.  Due to
the nature of the objections and the need to obtain information
from third parties, the Debtor intends to file a Second Amended
Disclosure Statement.  Counsel for the Debtor requested that the
hearing be continued to March 10, 2016, at 11:00 a.m.

GreenLake, however, opposed the Debtor's efforts to obtain a
continuance of the Disclosure Statement Hearing.  "GreenLake
contends that the basis for Debtor's request for continuance is
plainly insufficient and hollow, and Debtor should not be allowed
to delay the proceedings until March 2016.  Given the Debtor's
history, even if the Court were to continue the hearing on the
disclosure statement to March 2016, GreenLake anticipates that come
March, Debtor will only come forward with yet another request for
additional time to file additional disclosure statements because it
still cannot fix any of the feasibility problems with its proposed
plan, nor can it refute the misrepresentations it made before and
throughout the bankruptcy, as well as its bad faith conduct."

The Debtor's attorneys:

       Riley C. Walter, Esq.
       Michael L. Wilhelm, Esq.
       Holly E. Estes, Esq.
       WALTER & WILHELM LAW GROUP
       205 E. River Park Circle, Suite 410
       Fresno, CA 93720
       Tel: (559) 490-0949
       E-mail: rileywalter@W2LG.com
               mwilehelm@W2LG.com
               hestes@W2LG.com

Attorneys for Secured Creditor GreenLake Real Estate Fund:

       Timothy L. Neufeld, Esq.
       Yuriko M. Shikai, Esq.
       Eva Wong, Esq.
       NEUFELD MARKS
       A Professional Corporation
       315 West Ninth Street, Suite 501
       Los Angeles, CA 90015
       Telephone: (213) 625-2625
       Facsimile: (213) 625-2650
       E-mail: tneufeld@neufeldmarks.com
               yshikai@neufeldmarks.com
               ewong@neufeldmarks.com

              - and -

       Stephen F. Biegenzahn, Esq.
       FRIEDMAN LAW GROUP, P.C.
       1900 Avenue of the Stars, 11th Floor
       Los Angeles, CA 90067
       Telephone: (310) 552-8210
       Facsimile: (310) 733-5442
       E-mail: sbiegenzahn@flg-law.com

                   About Wrightwood Guest Ranch

Wrightwood Guest Ranch LLC, a California limited liability
company,
provides recreational services such as Snow Play, Zip Line,
endurance races, logging and other outdoor events at a 300-acre
property it owns in Wrightwood area of Los Angeles County.  WGR
also operates a wedding and special event center at a 2.45-acre
property at Wrightwood area.

WGR is 60% owned by Richard and Judy Halllett and 40% owned by
GREF
WGR I, LLC, an affiliate of secured creditor GreenLake Real Estate
Fund, LLC.  WGR owns 100% of the interests in Wrightwood Guest
Ranch Holdings, LLC, which in turns owns 100% of the interests in
Wrightwood Canopy Tours, LC.

Being concerned about GreenLake's threat of foreclosure, unsecured
creditors Masterpiece Marketing, Larry Rundle, and Snyder
Dorenfeld, filed an involuntary petition against Wrightwood Guest
Ranch LLC (Bankr. C.D. Cal. Case No. 15-17799) on Aug. 5, 2015.
The Petitioners' counsel is Douglas A Plazak, Esq., at Reid &
Hellyer, APC, in Riverside, California.

The Bankruptcy Court on Aug. 31, 2015, granted Wrightwood Guest
Ranch's request for relief under Chapter 11 and vacated the
Involuntary Petition filed against the Debtor.

The case is assigned to Judge Scott C. Clarkson.

The Debtor tapped Walter & Wilhelm Law Group as bankruptcy
counsel;
Hall & Company as accountants; and Baker, Manock & Jensen as
special counsel.

The Debtor filed a proposed Plan and Disclosure Statement on Oct.
26, 2015.  On Dec. 4, 2014, it filed an amended Plan and Disclosure
Statement.

Under the Plan, the Debtor intends to pay unsecured creditors 100
percent of their allowed claims, together with interest at a rate
of 1.5 percent.  Part of the creditor payments will be made in
semi-annual installments over the course of the next 60 months; the
remainder will be paid "with a balloon payment due at the end of
the sixtieth month following the Effective Date."


ZUERCHER TRUST: Court Affirms Approval of Receiver's Fees
---------------------------------------------------------
Win Win Alexandria Union, LLC, sued Monica Hujazi, both
individually and in her capacity as the trustee of the Zuercher
Trust of 1999, based on claims relating to two properties owned by
the Trust.

The trial court appointed a receiver to maintain the properties and
to collect the rents, issues and profits they generated. After a
foreclosure or bankruptcy sale at which Win Win bought the
properties, the trial court granted Receiver Kevin Singer's motion
approving and settling his final report and accounting.

Hujazi appeals, challenging Receiver's fees asserting that the
trial court abused its discretion in approving the receiver's final
report and accounting. That the trial court made no deductions in
the receiver's requested fees, and this indicates the trial court
did not conduct an independent review of those fees. Respondent
contends the appeal must be dismissed because, due to the Trust's
bankruptcy, Hujazi has no standing to pursue this appeal.

In a Decision dated January 20, 2016, which is available at
http://is.gd/HbrhDlfrom Leagle.com, the Court of Appeals of
California, Second District, Division Eight, agreed with respondent
and dismissed the appeal.

The case is WIN WIN ALEXANDRIA UNION, LLC, Plaintiff and
Respondent, v. MONICA HUJAZI, Defendant and Appellant. KEVIN
SINGER, Receiver, No. B257298.

Monica Hujazi, in pro. per., for Defendant and Appellant.

Wolf, Rifkin, Shapiro, Schulman & Rabkin and Elsa Horowitz,Esq.  --
ehorowitz@wrslawyers.com -- for Plaintiff and Respondent.

                 About The Zuercher Trust of 1999

San Mateo, California-based The Zuercher Trust of 1999 filed for
Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on
Sept. 26, 2012.  Bankruptcy Judge Hannah L. Blumenstiel presides
over the case.  Derrick F. Coleman, Esq., at Coleman Frost LLP,
served as the Debtor's counsel.  The Debtor is now represented by
Bradley Kass, Esq., at Kass & Kass Law Offices.

The Debtor, a business trust, estimated assets and debts of
$10 million to $50 million.  The Debtor owns property in
621 S. Union Avenue, in Los Angeles.  The property is currently in
REAP for alleged city health code violations.

In its schedules, the Debtor disclosed $28,450,000 in total assets
and $12,084,015 in total liabilities.

The petition was signed by Monica H. Hujazi, trustee of the
Zuercher Trust.

As reported in the TCR on March 22, 2013, August B. Landis, Acting
U.S. Trustee for Region 17, obtained authorization from the U.S.
Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee
for The Zuercher Trust of 1999.  Steven T. Gubner, Esq., and
Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent
the Chapter 11 Trustee as bankruptcy counsel.

The Chapter 11 Trustee proposed a Plan of Liquidation which
provides for the liquidation of the Debtor's assets and
distribution of the Net Proceeds and other funds generated from
the liquidation of the Debtor's assets including the Liquidation
Claims to creditors in accordance with the Bankruptcy Code's
priority scheme.


                            *********

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.
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                   *** End of Transmission ***