TCR_Public/150416.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, April 16, 2015, Vol. 19, No. 106

                            Headlines

21ST CENTURY ONCOLOGY: Moody's Rates New $695MM Secured Loans 'B1'
21ST CENTURY ONCOLOGY: S&P Affirms B- CCR & Rates $695MM Debt B-
AHERN RENTALS: Moody's Lifts CFR to B2, Outlook Stable
ALCO STORES: Committee Supports Liquidating Plan
ALCO STORES: Gets Approval to Sell Warehouse to ICA Properties

ALCO STORES: Judge Approves Four Private Asset Sales
ALPHA OMEGA: Case Summary & 13 Largest Unsecured Creditors
APOLLO MEDICAL: Mark Meyers Quits From Board
ATKORE INTERNATIONAL: S&P Affirms 'B' CCR, Outlook Remains Stable
AUBURN TRACE: Files Reorganization Plan

BIOLIFE SOLUTIONS: Reports Prelim. Q1 2015 Revenue of $1.5M
BLUE BUFFALO: S&P Reinstates 'BB' Rating on $400MM Term Loan
BROOKE CORP: Court Won't Exclude Testimony of SpiritBank's Expert
BROOKSTONE INC: Motion to Dismiss "Muldrow" Suit Denied
BUILDERS FIRSTSOURCE: To Acquire ProBuild for $1.63 Billion

CARRIZO OIL: Moody's Rates New $600MM Sr. Unsec. Notes 'B2'
CARRIZO OIL: S&P Assigns 'B' Rating on $600MM Sr. Unsecured Notes
CASA EN DENVER: Case Summary & 20 Largest Unsecured Creditors
CCO HOLDINGS: Fitch Rates $2 Billion Sr. Unsecured Notes 'BB-'
CELEBRATION FL: Case Summary & 8 Largest Unsecured Creditors

CHIQUITA BRANDS: Moody's Alters Outlook to Stable, Affirms B2 CFR
CLAUDE GRAHAM: Substitution of Parties Granted
COGECO CABLE: Fitch Affirms 'BB+' Issuer Default Rating
COLLEGE BOOK: Joneses Liable to CBR Funding, Court Says
CONFIE SEGUROS: Moody's Maintains B3 CFR Over Increased Term Loan

CONNACHER OIL: S&P Withdraws 'D' CCR Due to Lack of Information
CORNERSTONESTONE HOMES: Panel Taps KLW as Real Estate Appraisers
D.A.B. GROUP: Receiver Wants Rivington to Comply with ZLDA Pact
DAVITA HEALTHCARE: Moody's Rates $1.25BB Sr. Unsecured Notes B1
DAVITA HEALTHCARE: S&P Rates Proposed Sr. Unsecured Notes 'B+'

DELIA*S INC: Authorized to Sell Distribution Center for $3.95M
DELIA*S INC: Says Lender Has Not Shown Cause for Relief from Stay
DORAL FINANCIAL: Meeting of Creditors Set for May 5
DYNASIL CORP: Chairman Reports 8.7% Stake as of April 2
ENERGY FUTURE: May Name Mediator to Help in Talks With Creditors

EXCEL TRUST: Fitch Puts 'BB' Preferred Stock Rating on Watch Neg.
F&H ACQUISITION: Seeks Until July 13 to File Plan
FACTEON LLC: Case Summary & 20 Largest Unsecured Creditors
FAMILY CHRISTIAN: Court OKs Sales Process, Auction Set for May 21
FIRST HORIZON: S&P Affirms 'BB+' ICR & Revises Outlook to Positive

FLEMINGTON BLOCK: Case Summary & 16 Largest Unsecured Creditors
FREEDOM ACADEMY: S&P Assigns 'BB' Rating on $5.6MM 2015 Bonds
GAMCO INVESTORS: Moody's Alters Outlook to Negative
GENERAL MOTORS: Keeps Bankruptcy Shield From Ignition Switch Suits
GENERAL MOTORS: Recalled Vehicles Owners Respond to Ruling

GRIDWAY ENERGY: Asks Court to Extend Deadline to Remove Suits
HAMPTON ROADS: Fitch Affirms 'BB' Rating on $58MM Class II Bonds
INERGETICS INC: Expects $2 Million Total Revenue for 2014
INTERPUBLIC GROUP: S&P Raises Corp. Credit Rating From 'BB+'
JAMES ALBERT D'ANGELO: Equitable Lien Order Affirmed

LEE STEEL: Intends to Pay $1.1MM to Critical Vendors
LEE STEEL: Proposes Epiq as Claims & Noticing Agent
LEE STEEL: Wants Until May 11 to File Schedules & Statements
LEHR CONSTRUCTION: Trustee's Suit v. Former Employee Dismissed
LEVEL 3 FINANCING: Fitch Rates Proposed Sr. Unsecured Notes 'BB'

LEVEL 3 FINANCING: Moody's Rates New $1.2BB Unsecured Notes B3
LEVEL 3 FINANCING: S&P Rates Proposed $1.2BB Unsecured Notes 'B'
MARC SPIZZIRRI: Postjudgment Orders in Suit v. Mach-1 Reversed
MUD KING: To Present Plan for Confirmation on April 21
MURRAY ENERGY: S&P Assigns 'B+' Rating on Proposed $1.7BB Loan

MUSCLEPHARM CORP: Reaches Agreement in SEC Investigation
NASSAU TOWER: Court Closes Chapter 11 Case
NICHOLS CREEK: Hearing on Bank's Dismissal Bid Moved to June 10
NW VALLEY: Combined Hearing on Plan Slated for May 21
OAS S.A.: Chapter 15 Case Summary

OXYSURE SYSTEMS: Thomas Cox Appointed to Board of Directors
PREMIER EXHIBITIONS: Conference Call Held to Discuss Merger
PRONERVE HOLDINGS: U.S. Trustee Forms Creditors' Committee
PSL-NORTH AMERICA: Needs Until July 13 to File Liquidation Plan
RAYONIER ADVANCED: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.

REICHHOLD HOLDINGS: Grundy County Wants Payment of Taxes
RESIDENTIAL CAPITAL: Objection to Michael Boyd's Claim Overruled
ROCKIES EXPRESS: S&P Raises CCR to 'BB+', Outlook Stable
RYLAND GROUP: Moody's Raises CFR to 'Ba3', Outlook Stable
SEANERGY MARITIME: Jelco Delta Reports 75.1% Stake as of March 12

SEARS HOLDINGS: Forms a 50/50 Joint Venture with Simon Property
SECURUS HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
SECURUS TECHNOLOGIES: Moody's Affirms 'B3' Corp. Family Rating
SILVERADO STREET: Meeting of Creditors to Continue on May 12
SOUTH LAKES DAIRY: Court Enters Final Decree Closing Case

SULLIVAN INTERNATIONAL: Creditors Object to Cash Collateral Use
TRANSPORTATION & PRODUCTION: Case Summary & 20 Top Creditors
TRUMP ENTERTAINMENT: Asks Court to Extend Deadline to Remove Suits
UNIVISION COMMUNICATIONS: Fitch Retains B+ Rating on 5.125% Notes
WET SEAL: Versa Capital Finalizes Acquisition of Retail Operations

[*] Bankruptcies Among Public Companies Hikes to 26 in 1st Quarter
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

21ST CENTURY ONCOLOGY: Moody's Rates New $695MM Secured Loans 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to 21st Century
Oncology, Inc.'s proposed $125 million senior secured revolving
credit facility and $570 million senior secured term loan. A Caa2
rating was assigned to the company's proposed $400 million
unsecured notes. At the same time, Moody's affirmed the company's
B3 Corporate Family Rating and B3-PD Probability of Default Rating.
The company's Speculative Grade Liquidity Rating was affirmed at
SGL-2. The rating outlook remains stable.

Proceeds from the proposed $570 million term loan and $400 million
unsecured notes, along with $39 million of balance sheet cash, are
anticipated to refinance the company's existing debt, pay breakage
costs, and pay related fees and expenses.

While the proposed transaction results in an increase in funded
debt from the levels seen at year end, the refinancing will enhance
the company's liquidity position. The proposed transaction will
improve the company's debt maturity profile as well as reduce cash
interest expense and consequently improve the cash flow generation
of the company.

The following ratings actions were taken (subject to receipt and
review of final documentation):

Issuer: 21st Century Oncology, Inc.

  -- $125 million senior secured revolving credit facility due
     2020, assigned B1 (LGD2);

  -- $570 million senior secured term loan due 2022, assigned
     B1 (LGD2);

  -- $400 million senior unsecured notes due 2023, assigned Caa2
     (LGD5);

  -- Corporate Family Rating, affirmed at B3;

  -- Probability of Default Rating, affirmed at B3-PD;

  -- Speculative grade liquidity rating, affirmed at SGL-2;

  -- Rating outlook, stable.

The Ba3 ratings on the company's existing revolver and term loan,
the B2 rating on the existing second lien notes, and the Caa2
rating on the existing subordinated notes will be withdrawn upon
their repayment at the close of the refinancing transaction.

The B3 rating reflects the company's highly leveraged capital
structure and history of negative free cash flow. The B3 rating
also considers 21st Century's concentration by geography with
Florida representing over 40% of the company's global freestanding
revenue, and by payor with Medicare comprising 40% of the company's
U.S. domestic revenue. At the same time, the rating reflects the
reduced debt level following the CPPIB investment and the improved
maturity profile and expected reduction in cash interest following
the refinancing. These events should support improved levels of
cash flow generation and an improved liquidity profile. The rating
further reflects the company's ability to manage its costs,
integrate acquisitions, and drive average daily treatment volume
increases at its centers. The rating benefits from 21st Century's
competitive industry position, size and scale as a freestanding
oncology provider, and technology platform. The rating is also
supported by our expectation for the company's clustered facility
strategy and integrated cancer care ("ICC") business model to
generate same facility volume growth over the longer term given the
company's pricing advantage versus hospitals, and growth in total
average daily treatments.

The speculative-grade liquidity rating of SGL-2 reflects our
expectation for good liquidity over the next 12 months. We
anticipate the company will have capital expenditures in the $40
million range for 2015. Our expectation is for the company to turn
cash flow positive in the 2015 year. Pro-forma for the proposed
refinancing transaction the company will have approximately $38
million of cash and access to an undrawn $125 million revolving
credit facility that matures in 5 years. The proposed credit
agreement has a total net leverage ratio financial maintenance
covenant to be set at 7.5 times with one step-down. We project that
the company will remain in compliance with the proposed covenant
over the next twelve month period.

The stable outlook incorporates the expectation for continued
revenue and average daily treatment growth with the maintenance of
a good liquidity profile.

The ratings could be downgraded if the company's revenue and/or
volume declines on an ongoing basis, liquidity position
deteriorates such as revolving credit facility availability plus
cash falls below $100 million, debt leverage over 7 times on a
sustained basis, and interest coverage EBITDA-CAPEX-to-interest
expense remains below 1 times on a sustained basis. Additionally,
if there are significant declines in Medicare reimbursement rates
or if the company is not anticipated to generate positive free cash
flow (cash flow from operations less capital expenditures and
dividends) in 2015, we could downgrade the ratings.

The ratings could be upgraded if the company's debt-to-EBITDA were
to decline on a sustained basis at or below 5 times and free cash
flow to adjusted debt increases on a sustained basis above 3%. A
ratings upgrade would also have to be supported by a stable
reimbursement environment, steady or improving treatment volumes,
and the maintenance of a good liquidity profile.

The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

21st Century Oncology, Inc., formerly known as Radiation Therapy
Services, Inc., is an integrated cancer care company that as of
December 31, 2014 operated 180 radiation treatment facilities in
the US and Latin America. The company's revenue for the year ended
December 31, 2014 was approximately $1 billion. 21st Century is
majority owned by Vestar Capital.


21ST CENTURY ONCOLOGY: S&P Affirms B- CCR & Rates $695MM Debt B-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Fort Myers-based cancer care provider 21st Century
Oncology Holdings Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to 21st Century Oncology's proposed $695 million
credit facilities, consisting of a $125 million revolving credit
facility and a $570 million term loan.  The '3' recovery rating
indicates S&P's expectation for substantial (at the higher end of
the 50% to 70% range) recovery on this debt in the event of payment
default.  Additionally, the company plans on issuing $400 million
of senior unsecured debt.  S&P is assigning its 'CCC' issue-level
rating and '6' recovery rating to this debt.  The '6' recovery
rating indicates S&P's expectation for negligible (0% to 10%)
recovery on this debt in the event of default.  Proceeds of the
facilities will be used to refinance existing debt.

"Our affirmation of our ratings on 21st Century Oncology follows
the company's announcement that it intends to refinance its entire
capital structure in a transaction that will not meaningfully
affect already high leverage, but improves pro forma cash interest
expense by about $10 million and pushes out maturities," said
credit analyst Tulip Lim.

The outlook is stable, reflecting S&P's expectation that
reimbursement will remain relatively stable and that there will not
be any adverse change to screening guidelines that could materially
impact patient volumes.  It also reflects S&P's expectation that
the company's EBITDA margin will expand, but that that leverage
will remain high and cash flow will remain marginal or negative
over the next year.

S&P could consider lowering the rating if it deems the company's
capital structure to be unsustainable.  This could occur if
treatment volumes decline or reimbursement rates are materially
cut, such that revenue declines become persistent and margins fall
by 200 basis points or more.

S&P could consider raising the rating if the company's adjusted
leverage, according to S&P's definition, which includes the
preferred, declines below 6x and S&P expects the company to
generate moderate discretionary cash flow.  An upgrade is unlikely
to occur as long as the preferred stock remains in the capital
structure because of the potentially high cash dividend burden it
carries.  However, if the company completes an IPO, S&P believes
the preferred would convert to common shares.



AHERN RENTALS: Moody's Lifts CFR to B2, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Ahern Rentals, Inc. to B2 from B3 based on the company's strong
operating performance in recent periods and expectation that
metrics will be supportive of a B2 rating level over the
intermediate term. Concurrently, the company's senior secured
second lien notes were upgraded by one notch to B3 from Caa1. The
ratings outlook is stable.

Ratings upgraded:

  -- Corporate Family Rating, to B2 from B3

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

  -- $420 million second priority senior secured notes due 2018,
     to B3 (LGD-5) from Caa1 (LGD-5)

  -- Outlook, Stable

The CFR upgrade incorporates the expectation that growth over the
intermediate term is expected to stem from continued
non-residential construction demand supported by moderate
anticipated domestic economic growth conditions and a continued
favorable credit environment financing long-term construction
projects. Also underlying the ratings is the company's limited
exposure to the oil & gas sector given the meaningful decline in
oil prices. The improvement in Ahern's credit metrics over the most
recent two years led to leverage approximating 4.5x with the
expectation that leverage will continue to modestly decline through
the year.

Ahern's B2 corporate family rating reflects the company's modest
scale relative to other rated peers, high leverage and exposure to
the highly cyclical, asset-intensive equipment rental industry. The
ratings incorporate the expectation that credit metrics will remain
in line with the B2 rating level. The ratings are supported by the
company's adequate liquidity profile characterized by availability
provided under its ABL facility, upsized in October of last year.
Although the company will likely continue to rely on its ABL
facility to support business growth, commensurate EBITDA growth
should keep metrics sustained at the B2 rating level. The ratings
also recognize that although the positive trend in operating
metrics is expected to continue, the rate of improvement will not
be as high as it was over the last three years when the industry
was coming out of a severe downturn.

Ahern remains the largest independently-owned equipment rental
company in the U.S. The company emerged from bankruptcy in 2013 and
has been able to make meaningful improvements reflected in the
company's operating results. In addition to favorable equipment
rental industry dynamics, Ahern has taken actions to improve its
profitability and competitive position. The company has expanded
its geographic footprint within the U.S. by expanding beyond its
historically core regions of Nevada, California and the
Southwestern region of the U.S.

The stable outlook is supported by Ahern's adequate liquidity
profile and expectation that credit metrics will modestly improve
over the next twelve to eighteen months largely due to continued
modest growth in the non-residential construction market.

Developments that could establish negative pressure on the ratings
include significant declines in revenues and margins, a
deterioration in the company's liquidity profile, or an elevation
of its debt/EBITDA towards 5.5 times and EBITDA/interest falling
below the 1.5 times level on a sustained basis.

Although unlikely in the intermediate term, factors that could lead
to stronger ratings include demonstrating an ability to continue
growing sales while maintaining current margins, greater cash flow
generation, lowering debt/EBITDA to below 4.0 times and
demonstrating EBITDA/interest coverage at or above 4.5 times on a
sustained basis.

The principal methodology used in these ratings was Equipment and
Transportation Rental Industry published in December 2014. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Ahern Rentals, Inc. ("Ahern"), headquartered in Las Vegas, NV, is
an equipment rental company with a network of 78 branches in the
United States. The company specializes in high reach equipment. For
the fiscal year ended December 31, 2014 Ahern reported revenues of
$470 million. Ahern is 97% owned by the company's Chairman and
Chief Executive Officer, Don. F. Ahern. The company emerged from
bankruptcy in mid-2013.


ALCO STORES: Committee Supports Liquidating Plan
------------------------------------------------
The Official Committee of Unsecured Creditors of ALCO Stores, Inc.,
et al., representing the interests of all unsecured creditors of
the Debtors, says it supports confirmation of the First Amended
Plan of Liquidation.

The Committee recommends that all creditors vote to accept the
Plan.  According to the Committee, the funds available for
distribution to general unsecured creditors are the product of the
collective efforts of the Debtors and the Committee to maximize the
value of the Debtors' inventory, owned and leased real property,
FF&E and other assets that were liquidated and monetized in the
Chapter 11 cases, while minimizing the administrative costs of the
Chapter 11 cases for the benefit of the Debtors' stakeholders.  In
addition, the Committee notes that as a result of an investigation
conducted by the Committee, it was determined that no preference
actions will be prosecuted against creditors.

                         First Amended Plan

ALCO Stores, Inc., et al., on April 7, 2015 filed their First
Amended Plan of Liquidation.  According to the explanatory
Disclosure Statement, holders of secured claims will recover 100%,
holders of general unsecured claims will recover 1% to 15%, and
holders of equity interests won't receive anything.  A copy of the
Disclosure Statement is available for free at:

      http://bankrupt.com/misc/AlcoStores_1st_Am_DS.pdf

                         About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  ALCO offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities
was total debt outstanding under a credit facility with Wells Fargo
Bank, National Association, of which the aggregate outstanding was
$104.2 million as of the Petition Date.

The Debtor received court approval to sell some of its real estate
along with store leases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to
the Debtors.

The official committee of unsecured creditors tapped Cooley LLP as
bankruptcy counsel; the Law Office of Judith W. Ross serves as
local counsel; and Glassratner Advisory & Capital Group as
financial advisor.


ALCO STORES: Gets Approval to Sell Warehouse to ICA Properties
--------------------------------------------------------------
Alco Stores Inc. received court approval to sell its warehouse in
Cotulla, Texas, through a private deal.

U.S. Bankruptcy Judge Stacey Jernigan on April 14 signed off on an
order allowing the company to sell the warehouse located along
North Main Street in Cotulla to ICA Properties, Inc., for $755,000.


A&G Realty Partners LLC, the real estate consultant hired by Alco,
helped the company market the property.

Judge Jernigan's April 14 order also authorizes the company to sell
items, which consist mostly of Hasbro products, to Shepher
Distributors and Sales Corp.  The buyer offered $77,439 for the
items.

                         About ALCO Stores

ALCO Stores, Inc. operates 198 stores in 23 states throughout the
central United States.  ALCO offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to the
Debtors.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities was
total debt outstanding under a credit facility with Wells Fargo
Bank, National Association, of which the aggregate outstanding was
$104.2 million as of the Petition Date.

The Debtor received court approval to sell some of its real estate
along with store leases.

The U.S. Trustee for Region 6 appointed seven creditors to serve in
the official committee of unsecured creditors of ALCO Stores, Inc.

The Law Office of Judith W. Ross serves as local counsel to the
Committee.


ALCO STORES: Judge Approves Four Private Asset Sales
----------------------------------------------------
U.S. Bankruptcy Judge Stacey Jernigan has given Alco Stores Inc.
the green light to sell some of its properties for a total of $1.01
million.

The properties, which include the company's former headquarters
building in Abilene, Kansas, will be sold in four separate private
transactions.   

TSB Enterprises LLC offered $750,000 for Alco's headquarters
building and other properties, including fixtures, furniture and
equipment used by the company.  
.  
The company's townhome in Watford City will be sold to Home of
Economy Inc. for $210,000 while a mobile home will be sold to a
private buyer for $35,000.

Meanwhile, Alco accepted Jetstar Marketing LLC'$ 15,000 offer for
its real property located in South Hutchinson, Kansas, according to
court filings.

                         About ALCO Stores

ALCO Stores, Inc. operates 198 stores in 23 states throughout the
central United States.  ALCO offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to the
Debtors.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities was
total debt outstanding under a credit facility with Wells Fargo
Bank, National Association, of which the aggregate outstanding was
$104.2 million as of the Petition Date.

The Debtor received court approval to sell some of its real estate
along with store leases.

The U.S. Trustee for Region 6 appointed seven creditors to serve in
the official committee of unsecured creditors of ALCO Stores, Inc.

The Law Office of Judith W. Ross serves as local counsel to the
Committee.


ALPHA OMEGA: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alpha Omega Equities, Inc.
        c/o Gary N. Marks, Esq., Receiver
        721 Route 202-206, Suite 200
        Bridgewater, NJ 08807

Case No.: 15-16737

Chapter 11 Petition Date: April 14, 2015

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Joseph R. Zapata, Jr., Esq.
                  NORRIS, MCLAUGHLIN & MARCUS, PA
                  721 Route 202/206, Suite 200
                  Bridgewater, NJ 08807
                  Tel: 908-722-0700
                  Fax: 908-722-0755
                  Email: jzapata@nmmlaw.com

Total Assets: $0

Total Liabilities: $4.8 million

The petition was signed by Gary N. Marks, receiver.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-16737.pdf


APOLLO MEDICAL: Mark Meyers Quits From Board
--------------------------------------------
Mark Meyers resigned as a director of Apollo Medical Holdings,
Inc., effective April 7, 2015, according to a Form 8-K filed with
the Securities and Exchange Commission.

On April 9, 2015, the Board of Directors of the Company appointed
Lance Jon Kimmel to the Company's Board, its Nominating and
Corporate Governance Committee, and its Audit Committee.  In
connection with that appointment, the Board approved the entry by
the Company into the following agreements:

   (i) a Board of Directors Agreement, dated April 9, 2015;

  (ii) a Proprietary Information Agreement, dated April 9, 2015;
       and

(iii) an Indemnification Agreement, dated April 9, 2015.

Pursuant to the Directors Agreement, Mr. Kimmel is entitled to
$1,000 per month, as compensation in full for his service on the
Board and any committees thereof; provided that to the extent those
services require out-of-town trips, the Company agreed to
compensate Mr. Kimmel for additional travel time at the rate of
$1,200 per day or a pro-rated portion thereof.  The Company also
agreed to reimburse Mr. Kimmel for reasonable expenses approved in
advance, such approval not to be unreasonably withheld by the
Company.

Mr. Kimmel is the founder and has been the managing partner of SEC
Law Firm in Los Angeles, California since February 2004.
Previously, Mr. Kimmel was a partner at Foley & Lardner in its Los
Angeles office and Alschuler Grossman Stein & Kahan in Los Angeles.
Mr. Kimmel's law practice focuses on securities, including,
capital formation for private and public companies, SEC reporting
and compliance, mergers and acquisitions and general corporate
representation.  Mr. Kimmel speaks publicly and writes on current
topics in securities and corporate law.  Mr. Kimmel received his
J.D. from New York University School of Law, attended Edinburgh
University and graduated from Franklin & Marshall College.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Apollo Medical reported a net loss of $4.55 million for the year
ended Jan. 31, 2014, following a net loss of $8.90 million for the
year ended Jan. 31, 2013.

As of Dec. 31, 2014, the Company had $15.02 million in total
assets, $16.5 million in total liabilities, and a $1.47 million
total stockholders' deficit.


ATKORE INTERNATIONAL: S&P Affirms 'B' CCR, Outlook Remains Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Atkore International Inc.  The outlook
remains stable.  S&P also affirmed its 'CCC+' rating on the
company's second-lien term loan, with a recovery rating of '6',
indicating S&P's expectation for negligible (0% to 10%) recovery in
the event of payment default.

At the same time, S&P lowered its rating on the company's
first-lien term loan to 'B' from 'B+', and S&P revised the recovery
rating to '3' from '2'.  The '3' recovery rating indicates S&P's
expectation for meaningful (lower half of the 50% to 70% range)
recovery in the event of payment default.

The corporate credit rating on Atkore International remains
unchanged due to S&P's expectation that the company's operating
performance and leverage will be flat during fiscal year 2015
compared with 2014.

"The stable outlook reflects our expectation that Atkore
International Inc.'s operating performance will remain relatively
flat in fiscal 2015--and that performance could improve in fiscal
2016 as the overall economy improves, especially the nonresidential
construction sector.  Based on these expectations, we estimate
financial measures will remain in the highly leveraged financial
risk category, with FFO to net debt of about 10% and debt to EBITDA
at roughly 6x," said Standard & Poor's credit analyst Patricia
Mendonca.

A negative rating action would likely result from a deterioration
in operating conditions from current levels or a debt-financed
acquisition, leading to a meaningful deterioration of liquidity and
increase in leverage to 7x or above.

A positive rating action seems unlikely in the next 12 months,
given S&P's expectation of flat operating performance in 2015.
However, an upgrade could occur if the company were able to reduce
debt leverage to less than 5x and increase FFO to debt to more than
12% on a sustained basis.



AUBURN TRACE: Files Reorganization Plan
---------------------------------------
Auburn Trace, Ltd., filed a reorganization plan that 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 Debtor estimates the value of its real property ranges between
$9.3 million and $10.7 million.

According to the Disclosure Statement, dated April 6, 2015, the
Plan proposes to treat and claims and interests as follows:

   * Ordinary course claims, professional fees and expense claims,
priority tax claims, and U.S. Trustee fees [Unclassified] are
unimpaired.

   * Holders of allowed secured tax claims [Class 1] will be paid
100% of the allowed amount of their claims.  They will receive
equal monthly payments, with interest at the statutory rate, over a
period not to exceed five years from the Petition Date, in
accordance with 11 U.S.C. Sec. 1129(a)(9)(D).

   * The allowed secured claim of Iberia Bank [Class 2] as it
relates to the first position mortgage on the Real Property in the
amount of $4,221,558 will be paid in full as follows:

      (i) Commencing on the Effective Date, or as soon thereafter
as is reasonably practicable, for a period of 12 months, the Debtor
will pay interest only monthly payments to Iberia Bank at a fixed
interest rate based at 1 percentage point above the current Prime
Rate as published in the Wall Street Journal (3.25% + 1%),
amortized over 30 years.

     (ii) Upon completion of the interest only payments described
above, the Debtor will make equal principal and interest monthly
payments for a period of four years at a fixed interest rate based
at 1 percentage point above the current Prime Rate as published in
the Wall Street Journal (3.25% + 1%), amortized over 30 years.

   (iii) In addition to the foregoing monthly payments, the Class 2
Claimholder will receive an annual payment in the amount equal to
the Debtor's Net Annual Profits, less the amounts paid to the Class
1 Claimholder, on Jan. 15th of each year until the Allowed Class 2
Claim is paid in full.

    (iv) To the extent the Class 2 Claim is not paid in full based
on the payments referenced in the preceding paragraphs, the entire
outstanding principal balance, together with accrued, but unpaid
interest, will be due and payable on the 5th annual anniversary of
the Effective Date.

   * The allowed secured claim of The City of Delray Beach [Class
3] as it relates to the second position mortgage on the Real
Property in the amount of $4,231,816 will be satisfied as follow:
(1) Auburn Trace Joint Venture and Brian J. Hinner's will make a
lump sum payment of $149,244, which amount represents the
prepetition cure amount in default, (2) the maturity date of the
claim will be reinstated as such maturity existed before such
default, and (3) the Class 3 Claimholder will receive an annual
payment in the amount equal to the Debtor's Net Annual Profits,
less the amounts paid to the Class 1 and Class 2 Claimholders, on
Jan. 15th of each year until the Allowed Class 3 Claim is paid in
full.

   * The holder of the allowed secured claim of the US Small
Business Administration [Class 4] as it relates to the third
position mortgage on the property in the amount of $199,515 will
receive interest-only payments in the first 12 months, principal
and interest monthly payments in the next four years plus an annual
payment in the amount equal to the Debtor's Net Annual Profits,
less the amounts paid to the Class 1, 2, and 3 claimholders until
the claim is paid in full.

   * The holders of allowed general unsecured claims [Class 5]
expected to total $599,650 will receive payment pursuant to one of
the following two options:

      (1) Election A: Commencing on the date that is the second
annual anniversary of the Effective Date, the holders of the claims
will be paid 100% of the allowed amount of such Claim, without
interest, by receiving equal monthly payments for a period of 36
months. In addition, each claimholder will receive a pro rata
annual payment equal to the Debtor's Net Annual Profits, less the
amounts paid to the Class 1, 2, 3 and 4 Claimholders, on Jan. 15th
of each year until the claims have been in full.

      (1) Election B: Within 30 days of the Effective Date, the
claims will be completely and fully satisfied by the payment in an
amount equal to 65% of the allowed amount of the claim to be funded
by the New Value Payment.

     In the event the holder of an Allowed Class 5 Claim fails to
make an election on the Ballot, the Class 5 Claimholder will
automatically receive the Election A treatment.

   * Holders of equity interests [Class 6] will receive no
distribution under the Plan.  But in exchange for providing the
funds for the New Value Payment, Auburn Trace Joint Venture (1%)
and Brian J. Hinner's (99%) will own the Reorganized Debtor.

The Debtor says that in a Chapter 7 liquidation scenario, holders
of allowed general unsecured claims would not receive any
distribution.

A copy of the Disclosure Statement is available for free at:

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

                        About Auburn Trace

Auburn Trace, Ltd., is a Florida limited partnership that owns
affordable homes in Delray Beach, Florida. The Debtor owns the real
property located at 625 Auburn Circle W., Delray Beach, Florida.
Brian J. Hinners holds 99% of the membership interest while Auburn
Trace Joint Venture owns the remaining 1%.

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 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 disclosed $9.61 million in assets and $9.54 million in
liabilities as of the Chapter 11 filing.


BIOLIFE SOLUTIONS: Reports Prelim. Q1 2015 Revenue of $1.5M
-----------------------------------------------------------
BioLife Solutions, Inc., announced preliminary revenue of $1.5
million for the first quarter of 2015 comprised entirely of core
proprietary product revenue, representing 30% growth over the same
period of 2014.

Proprietary revenue growth was driven by a 92% year over year
increase from customers in the regenerative medicine segment.
Several new regenerative medicine customers commenced product
evaluations in the quarter and others started using CryoStor and
HypoThermosol to preserve cell-based therapeutics in clinical
trials focused on various cancers including leukemia, melanoma,
renal cancer, liver cancer, as well as limb ischemia and dermal
defects.

Mike Rice, CEO, said, "Our team is focused on operational
execution, acquiring new customers and launching biologistex.  We
are very encouraged by our progress and optimistic about continued
growth in 2015."

Management estimates that the Company's proprietary biopreservation
media products are being used to preserve living human cells in at
least 185 pre-clinical projects and clinical trials in the
regenerative medicine market segment.  Within the cellular
immunotherapy segment of the regenerative medicine market,
BioLife's products are embedded in the manufacturing, storage, and
delivery processes of at least 75 clinical trials of chimeric
antigen receptor T cells (CAR-T), T cell receptor (TCR), dendritic
cell (DC), tumor infiltrating lymphocytes (TIL), and other T
cell-based cellular therapeutics targeting solid tumors,
hematologic malignancies, and other diseases and disorders.

Other developments during the quarter included:

   * Continued progress on the development and pre-launch
     activities of the biologistex service for cold chain
     management of biologic payloads.

   * Expansion of intellectual property protection with the
     granting of new Australian patent number 2009228056
titled,

     "Materials and Methods for Hypothermic Collection of Whole
     Blood".

   * Dr. Aby J. Mathew, PhD, chief technology officer, was
     appointed to the founding board of directors of the newly
     formed Cord Blood Association.

   * Kevin O'Donnell, vice president, Cold Chain Standards,
     Practices, and Compliance was named 2014 Distinguished
     Editor/Author of the Year by the Parenteral Drug Association,

     for his published book "Cold Chain Chronicles"  

Mr. Rice commented further, "We believe that the significant
regulatory, economic, and clinical risks our regenerative customers
face in developing and commercializing cellular therapeutics will
drive continued interest in our biopreservation media products and
biologistex service.  This market is open for the disruptive
technologies that we offer.  We believe it is likely that
regulatory and payer pressure will continue to influence customers
to move away from traditional, non-optimized biopreservation and
biologistics methods to engineered, connected solutions that
address real unmet needs and provide actionable data on the
manufacture and delivery of cell-based therapies that will benefit
patients throughout the world."

                      About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions reported a net loss of $3.30 million on $6.19
million of total revenue for the year ended Dec. 31, 2014, compared
with a net loss of $1.08 million on $8.94 million of total revenue
during the prior year.  As of Dec. 31, 2014, Biolife Solutions had
$16.07 million in total assets, $2.13 million in total liabilities
and $13.9 million in total shareholders' equity.


BLUE BUFFALO: S&P Reinstates 'BB' Rating on $400MM Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services, on April 14, 2015, said it
corrected by reinstating its 'BB' issue-level  rating and '1'
recovery ratings on Blue Buffalo Co. Ltd.'s $400 million, term loan
B due Aug. 8, 2019 and $40 million revolver, due Aug. 8, 2017.  S&P
had withdrawn the rating in error on April 10, 2015.

RATINGS LIST

Blue Buffalo Co. Ltd.
Ratings Reinstated
                                   To        From

$400 mil. term loan B due 2019     BB        N.R.
Recovery rating                    1         N.R.
$40 mil. revolver due 2017         BB        N.R.
Recovery rating                    1         N.R.



BROOKE CORP: Court Won't Exclude Testimony of SpiritBank's Expert
-----------------------------------------------------------------
Bankruptcy Judge Dale L. Somers denied the Motion in Limine filed
by the Chapter 7 Trustee of Brooke Corporation, Christopher J.
Redmond in the case captioned, CHRISTOPHER J. REDMOND, Chapter 7
Trustee of Brooke Corporation, Brooke Capital Corporation, and
Brooke Investments, Inc., Plaintiff, v. SPIRITBANK, Defendant, CASE
NO. 08-22786 JOINTLY ADMINISTERED, ADV. NO. 09-06070.

The Chapter 7 Trustee seeks to avoid certain transfers from Brooke
Corp. to Defendant SpiritBank and to recover the avoided transfers.
Discovery has been completed.  The Trustee filed the Motion in
Limine to exclude the Opinion and Report of SpiritBank's Expert,
Jack F. Williams.

The Court ruled that on the assumption that Brooke Corp. was
obligated to pay the Falcon/Jordan note in the event of monetary
default by Aleritas Capital Corporation, it could not exclude the
Jack Williams' Report and Opinion Testimony. It also held that the
Williams Report and Opinion Testimony could not be excluded as
evidence because Brooke was not the source of funds used to
purchase the $2 million certificate of deposit.

The Court also held that "the Williams report addresses the two
ultimate factual issues in the Trustee's Section 548 claim: (1)
whether Brooke Corp. transferred an interest in property (2) for
less than equivalent value. If the trial were to be to a jury,
there would be a serious concern that the Williams report and Jack
Williams' testimony could invade the province of the finder of
fact. But, since this case will be tried to the Court and the
Williams report and opinion testimony address matters within the
Court's experience as both a lawyer and a judge, it need not be
excluded to avoid invasion of the province of the fact finder."

A copy of Judge Somers' April 3 Memorandum Opinion and Order
Denying the Trustee's Motion in Limine is available at
http://is.gd/vAtmCEfrom Leagle.com.

                       About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case No.
08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets of
$512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP.


BROOKSTONE INC: Motion to Dismiss "Muldrow" Suit Denied
-------------------------------------------------------
The United States District Court for the District of New Jersey
denied Defendant Brookstone's motion to dismiss the complaint,
docketed as EMERY MULDROW, Plaintiff, v. BROOKSTONE, INC., JOHN DOE
MANUFACTURER, JOHN DOE DISTRIBUTOR, JOHN DOE RETAILER and JOHN DOES
1-10, Defendants, CIV. NO. 14-07937 (WHW) (CLW), for failure to
state a claim under Federal Rule of Civil Procedure 12(b)(6).

Senior District Judge William H. Walls, in his Opinion, held that
"without evidence of the content of the notice published in USA
Today, of its publication elsewhere, or of other circumstances
making the notice reasonable, the Court does not have sufficient
basis to find that Plaintiff's claims were discharged by the
bankruptcy court's confirmation order. Because Brookstone asserts
no other grounds for dismissal, the Court denies its motion."

Muldrow asserts claims against Brookstone and fictitious defendants
for strict liability, failure to test or warn, breach of warranty,
and negligence.  He alleges that Brookstone is "engaged in the
anufacture, distribution, sales and marketing of a Massaging Seat
Topper."  Plaintiff states that he received a massaging seat topper
as a gift in April 2012 and began using it in October 2012.  After
using the device on November 8, 2012, Plaintiff claims he
"experienced severe pain which continues to the present time."
Plaintiff asserts that his "pain, discomfort and stiffness
gradually worsened and spread to all of plaintiff's joints,"
resulting "in his seeking medical attention and treatment including
physical therapy, injections, and ultimately surgery."

A copy of Judge Walls' April 1, 2015 Opinion is available at
http://is.gd/H2SeKEfrom Leagle.com.

J. STEWART GRAD., Attorney for Plaintiff EMERY MULDROW.

JEFFREY S. CRAIG -- lawyers@kwclawyers.com --, CRAIG, ANNIN &
BAXTER, LLP, Attorney for Defendant BROOKSTONE, INC..

                    About Brookstone Holdings

Brookstone Holdings Corp. and its affiliated debtors on April 3,
2013, filed for relief under Chapter 11 (Bankr. D. Del. Lead Case
No. 14-10752) with a plan to sell its business to another
retailer.

Specialty retailer Brookstone operated 242 retail stores across 40
states and Puerto Rico as of Feb. 1, 2014.  Of those stores, 195
are generally located near "center court" in America's top retail
centers and 47 are located in airports.  Brookstone also operates
an e-commerce business that includes the Brookstone catalog and
http://www.Brookstone.com/  

An affiliate of Spencer Spirit Holdings Inc., the parent of
gift-shop chain Spencer's, has signed a deal to pay $147 million in
exchange for 100% of the reorganized debtor's equity, absent higher
and better offers from other parties.  As of Dec. 31, 2013, Spencer
operated 644 stores in 49 states and Canada.

As of the bankruptcy filing, the Debtors owe more than $50 million
on a senior secured prepetition credit facility ($34.1 million on a
revolver, $12.3 million on a term loan and $4.7 million on account
of letters of credit), and $137.3 million to holders of junior
notes.  The Debtors estimate that their unsecured debt is between
$75 million and $85 million.

The agreement with Spencer contemplates that Brookstone,
headquartered in New Hampshire, will continue to operate its mall
and airport stores, catalog, website, and wholesale channels, under
the Brookstone brand with current employees remaining at their
respective locations.

The Debtors tapped K&L Gates LLP and Landis Rath & Cobb LLP as
attorneys, Deloitte Financial Advisory Services LLP as their
financial advisors, Jefferies LLC as their investment banker, and
Kurtzman Carson Consultants as claims agent.

The DIP lenders were represented by Stroock & Stroock & Lavan LLP
and Young Conaway Stargatt & Taylor LLP.

Brookstone Holdings Corp., et al., notified the U.S. Bankruptcy
Court for the District of Delaware that the effective date of their
Second Modified Joint Chapter 11 Plan of Reorganization occurred on
July 7, 2014.  The Plan was confirmed on June 24, 2014.


BUILDERS FIRSTSOURCE: To Acquire ProBuild for $1.63 Billion
-----------------------------------------------------------
Builders FirstSource, Inc., has entered into a definitive purchase
agreement to acquire ProBuild Holdings LLC, a professional building
materials suppliers, in an all-cash transaction valued at
approximately $1.63 billion.  The transaction, which was approved
by the Builders FirstSource Board of Directors, is subject to
customary closing conditions and regulatory approvals and is
expected to close in the second half of 2015.

ProBuild was created in 2006 by Devonshire Investors, the private
equity firm affiliated with FMR LLC, the parent company of Fidelity
Investments.  With approximately $4.5 billion in revenue in 2014,
ProBuild is one of the largest distributors of building materials
to professional builders, contractors and project-oriented
consumers in the United States.  ProBuild operates lumberyards,
component facilities, millwork shops, gypsum yards and retail
stores across 40 states.  Together, Builders FirstSource and
ProBuild will have an enhanced portfolio of products with increased
breadth and depth within its categories, including lumber, windows,
doors, millwork, hardware, roof and floor trusses, engineered wood
products, gypsum, roofing, metal and concrete products, cabinets
and countertops.  In addition, the combined company will better
serve its customer base through its broader scale and operating
footprint, enabling it to deliver products and services more
effectively and efficiently.

Floyd Sherman, chief executive officer of Builders FirstSource,
said, "We are very pleased to announce this compelling combination
with ProBuild to create a more diversified company with enhanced
scale and an improved geographic footprint that will drive
significant value for our customers and stockholders.  As the U.S.
housing market continues its recovery, we believe now is the ideal
time to position Builders FirstSource for its next phase of growth
and value creation.  Together we will establish a broader, more
efficient platform of manufacturing and distribution capabilities,
supported by high-quality service from the best talent in the
industry.  In addition, each of our companies has complementary
strengths, and we plan to learn from each other by implementing
best practices across the combined company.  Builders FirstSource
and ProBuild have two of the best sales forces in the industry and
share a commitment to enhancing the deep, long-standing customer
relationships that each company has cultivated.  We look forward to
working with the ProBuild team to plan for a seamless integration
that will enable us to create exciting new opportunities."

Paul S. Levy, Chairman of the Board of Builders FirstSource and
Founder of JLL Partners, said, "Since JLL Partners founded Builders
FirstSource in 1998 and took the company public in 2005, we have
been intently focused on creating a leading platform that
professionalizes the building products industry through a best
practices approach to conducting business.  We are accomplishing
our objective by providing a variety of products and services as
well as personalized attention to our customers at the local level,
and the combination announced today will significantly advance
these efforts across a broader operating footprint.  We are
confident that the substantial additional resources that ProBuild
brings to Builders FirstSource will help drive significant value
creation over the long-term."

David A. Barr, managing director, co-head of Industrial and
Business Services, Warburg Pincus, commented, "When we first
partnered with Builders FirstSource, we saw significant
opportunities for the company to pursue acquisitions in the highly
fragmented building products distribution industry.  Builders
FirstSource has established itself as a leader in its field, and
this combination with ProBuild will enable the Company to continue
to capitalize on favorable market trends in the housing market."

Strategic and Financial Benefits of Transaction

   * Greater Diversification and Scale: The combination creates a
     diversified national pro dealer with 2014 combined revenues
     of approximately $6.1 billion.  The transaction represents an
     important opportunity to grow in four critical customer
     segments, including Production Builders, Custom Builders,
     Multi-Family/Commercial and Repair & Remodel.  The enhanced
     diversification of products and services will enable the
     combined company to capitalize on the continued recovery in
     the housing market, while also better protecting the Company
     from cyclicality through broader sales exposure.

   * Improved Geographic Footprint: Upon completion of the
     transaction, the combined company will be better positioned
     to meet the needs of all customers in the highly fragmented
     professional building materials segment.  The combined
     company will have a presence in 40 states and 24 of the top
     25 metropolitan statistical areas (based on 2014 Single
     Family Home Building Permits per U.S. Census data).

   * Expanded Sales of Higher Margin Products: Builders
     FirstSource brings to ProBuild significant sales expertise in
     value-added products, which combined with ProBuild's
     attractive customer mix, should result in enhanced sales
     growth of higher margin products.

   * Substantial Cost-Savings: The combination of Builders
     FirstSource and ProBuild is expected to generate a range of
     approximately $100 million to $120 million in annual run-rate

     cost-savings synergies in the first two years following
     close.  Actions to begin capturing a majority of these
     savings are expected to be implemented within the first 12
     months following close through network optimization,
     procurement, and general and administrative costs.  One-time
     costs of $90 million to $100 million are expected to be
     incurred to achieve these synergies during the first two
     years.

   * Favorable Timing, Growth Potential and Financial Impact: The
     U.S. single-family housing market is at near record levels of
     affordability and demonstrating a solid recovery . At today's
     level of approximately 1.0 million total housing starts per
     year, total housing starts still need to increase
     approximately 50% to reach the historic median and double to
     reach prior peak levels.  The combined company expects to
     capitalize on its expanded financial profile through the
     recovery.  Both companies have steadily improved adjusted
     EBITDA and margins through recognizing efficiencies over the
     past four years.  Additionally, the transaction is expected
     to enhance adjusted EBITDA and margins through the
     realization of substantial cost synergies and a more
     diversified portfolio.  The transaction is also expected to
     be immediately accretive to Builders FirstSource's earnings.

   * Strong Cash Flow Generation Supports Expected Delevering: On
     a Dec. 31, 2014, pro forma basis, the combined company had
     pro forma net debt of $2.1 billion, including lease finance
     obligations, which implies a multiple of 5.6x net debt /
     adjusted EBITDA, after giving effect to $110 million of
     annual run-rate cost-savings synergies, the midpoint of the
     expected range.  The combined company is expected to generate

     significant cash flow that will allow it to delever following
     the close of the transaction.  This delevering will be driven
     primarily through cost savings realization, earnings
     expansion, and strong free cash flow generation from
     operations, further enhanced by the recovering housing sector

     and the utilization of tax assets.

Leadership

Upon closing of the transaction, Floyd Sherman will serve as chief
executive officer of the combined company, and Chad Crow will serve
as chief financial officer.  Robert Marchbank, chief executive
officer of ProBuild, will continue as part of the ProBuild
leadership team to support integration planning and ensure a smooth
transition.  Over the coming months, additional announcements will
be made regarding the combined company's senior leadership team,
which will be composed of leaders from both companies.

Financing

Builders FirstSource has obtained fully committed financing
comprising a rollover of Builders FirstSource's $350 million
existing Senior Secured Notes, new debt issuance in the form of
$295 million drawn under a new $800 million ABL facility, and a new
$550 million Term Loan B.  Builders FirstSource also expects to
issue $750 million in new Senior Unsecured Notes and $100 million
of new equity through a public offering of shares of Builders
FirstSource common stock prior to the consummation of the
transaction.

Approvals

The transaction is expected to close in the second half of 2015 and
is subject to, among other things, the expiration or termination of
the applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, as well as other
customary closing conditions.

Advisors

Citi and Deutsche Bank are serving as financial advisors to
Builders FirstSource and Skadden, Arps, Slate, Meagher & Flom LLP
and Kirkland & Ellis LLP are serving as its legal advisors.  Credit
Suisse is serving as financial advisor to ProBuild and Goodwin
Procter LLC is serving as its legal advisor.

Conference Call and Presentation

Builders FirstSource hosted a conference call to discuss the
transaction on April 13, 2015.

A replay of the call will be available at 1:00 p.m. CT through
April 18.  To access the replay, please dial 888-203-1112 (U.S. and
Canada) and 719-457-0820 (international) and refer to pass code
8907768. The archived webcast will be available on the company’s
website for approximately 90 days.

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource is a supplier
and manufacturer of structural and related building products for
residential new construction.  The Company operates 56 distribution
centers and 56 manufacturing facilities in nine states, principally
in the southern and eastern United States. Manufacturing facilities
include plants that manufacture roof and floor trusses, wall
panels, stairs, aluminum and vinyl windows, custom millwork and
pre-hung doors.  Builders FirstSource also distributes windows,
interior and exterior doors, dimensional lumber and lumber sheet
goods, millwork and other building products.  For more information
about Builders FirstSource, visit the company's Website at
www.bldr.com.

                   About ProBuild Holdings, Inc.

Headquartered in Denver, Colorado, ProBuild is a supplier of lumber
and building materials to professional builders and contractors.
ProBuild currently operates approximately 400 lumber and building
product distribution, manufacturing and assembly centers serving 40
U.S. states.  ProBuild sells a broad selection of building
materials including lumber and plywood, engineered wood, gypsum
wallboard and other drywall products, millwork, trusses, roofing,
siding products, tools, insulation materials, and metal and
hardware specialties.  The Company's manufacturing activities
include trusses, wall panels, millwork, and pre-hung door and
window fabrication.  ProBuild's construction services include the
installation of framing, millwork, insulation and other products.
To learn more about ProBuild, visit its Website at
www.probuild.com.

Builders Firstsource reported net income of $18.2 million on $1.60
billion of sales for the year ended Dec. 31, 2014, compared to a
net loss of $42.7 million on $1.48 billion of sales in 2013.
As of Dec. 31, 2014, the Company had $583 million in total assets,
$543 million in total liabilities and $40.2 million in total
stockholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource's 'strong' liquidity based on the
company's proposed recapitalization," said Standard & Poor's credit
analyst James Fielding.

In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource's Corporate Family Rating to 'B3'
from 'Caa1'.  The upgrade reflects Moody's expectation that BLDR's
operating performance will continue to benefit from improved
housing construction, repair and remodeling.


CARRIZO OIL: Moody's Rates New $600MM Sr. Unsec. Notes 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Carrizo Oil &
Gas, Inc.'s proposed $600 million senior unsecured notes due 2023.
Carrizo's B1 Corporate Family Rating and other ratings are
unaffected, and the ratings outlook is stable. The proceeds from
the proposed notes offering will be used to fund the tender offer
of Carrizo's existing $600 million 8.625% senior notes due 2018.

"Carrizo's proposed notes offering in itself is a debt neutral
transaction. However, it follows on the heels of the company's
roughly $232 million equity offering in March 2015, which
strengthened Carrizo's credit profile within the B1 CFR, despite
the weaker commodity price outlook in 2015 and through early 2016,"
commented Gretchen French, Moody's Vice President.

Issuer: Carrizo Oil & Gas, Inc.

Ratings Assigned:

  -- $600 Million Senior Unsecured Notes due 2023, Rated B2
     (LGD 5)

Moody's current ratings for Carrizo Oil & Gas, Inc. are:

  -- Corporate Family Rating of B1

  -- Probability of Default Rating of B1-PD

  -- Senior Unsecured Notes, Rated B2 (LGD 5)

  -- Speculative Grade Liquidity Rating of SGL-2

Carrizo's B2 rated senior unsecured notes reflect their contractual
subordination to the company's secured revolving credit facility,
which has an elected commitment amount of $685 million and a
calculated borrowing base of $800 million (as of December 31,
2014). The borrowing base is subject to a redetermination currently
in process (to be completed by the end of April 2015). The
unsecured notes benefit from upstream guarantees from all material
subsidiaries. The size of the potential senior secured claims
relative to the unsecured notes outstanding results in the senior
notes being notched one rating below the B1 CFR under Moody's Loss
Given Default Methodology.

Carrizo's B1 CFR reflects the company's fairly balanced portfolio
of oil and natural gas properties, with a robust, low cost,
oil-focused drilling inventory in the Eagle Ford Shale that should
support moderate oil production growth at healthy returns through
2016. The rating is further supported by management's good track
record of financing its growth with a combination of equity
financing, asset sales, joint venture formations, and debt in order
to maintain credit metrics that are supportive of the B1 CFR
(retained cash flow/debt projected to be maintained in the 25-30%
range through early 2016).

The B1 CFR is restrained by Carrizo's small scale in terms of
production and proved developed reserves relative to Ba3 rated
exploration and production companies. While the company has a
diverse set of assets, its production profile will become highly
concentrated in the Eagle Ford Shale in 2015, since this represents
its most economic asset in the current weak commodity price
environment. In addition, the company has a high degree of capital
intensity relative to its cash flows in order to developed its high
percentage (57%) of proven undeveloped reserves and in order to
maintain flat production levels given its high overall base
portfolio decline.

Carrizo's SGL-2 rating reflects adequate liquidity through
mid-2016. As of December 31, 2014 and pro forma for the $232
million equity issuance in March, 2015, the company will have full
availability under its revolving credit facility (outside of less
than $1 million in letters of credit) and cash balances of roughly
$205 million. The calculated borrowing base was $800 million at
December 31, 2014, with a $685 million elected commitment amount.
Carrizo expects the borrowing base will be lowered to $685 million
when the April 2015 redetermination process is completed. This
available liquidity is sufficient to fund projected capital
outspend through mid-2016. Based on a capital budget of about $500
million and deferred acquisition purchase payment of $149 million
that was made in February 2015, Moody's project cash flow
requirements to be in excess of cash flow from operations by around
$280 million in 2015. Moody's project sufficient covenant cushion
headroom through mid-2016 (revolver covenants require net
debt/EBITDA of not more than 4.0x and a current ratio of at least
1.0x).

The rating outlook is stable. An upgrade could be considered if
Carrizo is successful in continuing to grow production at sound
returns, with production approaching 50,000 barrels of oil
equivalent (BOE) per day and retained cash flow to debt being
maintained above 30%. A downgrade is possible should Carrizo
experience weakened capital productivity and leverage metrics
(retained cash flow to debt falling below 20%).

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Carrizo Oil & Gas, Inc. is an independent exploration and
production company headquartered in Houston, Texas.


CARRIZO OIL: S&P Assigns 'B' Rating on $600MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Carrizo Oil & Gas Inc.'s proposed $600
million senior unsecured notes due 2023.  The recovery rating on
the notes is '5', indicating S&P's expectation of modest (10% to
30%; lower half of the range) recovery in the event of a payment
default.  The 'B+' corporate credit rating on Carrizo and stable
outlook are unaffected.

Carrizo intends to use the net proceeds from the proposed offering
to fund the redemption of its tendered 8.625% senior unsecured
notes with a 'B' issue-level rating due 2018, to reduce borrowings
outstanding under its revolving credit facility and for general
corporate purposes.

The ratings on Carrizo continue to reflect S&P's view of the
company's "weak" business risk and "significant" financial risk.
These assessments reflect Carrizo's participation in the highly
cyclical and capital intensive exploration and production industry
and the company's modest reserve and production size, partially
offset by its solid profitability.  The ratings also reflect S&P's
expectation that operating cash flows will weaken over the next two
years due to low commodity prices, although we expect credit
metrics to remain adequate for the rating.  S&P applies a downward
adjustment of one notch for comparable rating analysis due to
Carrizo's smaller proved reserves and production base relative to
'BB-' rated peers.

RATINGS LIST

Carrizo Oil & Gas Inc.
Corporate credit rating                          B+/Stable/--

New Rating
Carrizo Oil & Gas Inc.
$600 Proposed mil sr unsecd nts due 2023        B
  Recovery rating                                5L



CASA EN DENVER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

      Debtor                                       Case No.
      ------                                       --------
      Casa en Denver, Inc.                         15-16746
      2600 SW 3rd Avenue, PH B
      Miami, FL 33129

      Casa Media Partners, LLC                     15-16741
      2600 SW 3rd Avenue, Suite PH B
      Miami, FL 33129

Chapter 11 Petition Date: April 14, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Robert A Mark

Debtors' Counsel: Kristopher Aungst, Esq.
                  TRIPP SCOTT, P.A.
                  110 SE 6th Street, 15 Floor
                  Fort Lauderdale, FL 33301
                  Tel: 954-525-7500
                  Fax: 954-761-8475
                  Email: kea@trippscott.com

                                      Total       Total
                                      Assets    Liabilities
                                    ----------  -----------
Casa en Denver, Inc.                 $17.7MM      $7.8MM
Casa Media Partners, LLC             $4.2MM       $5.5MM    

The petition was signed by Juan Salvador Gonzalez, CFO.

A. List of Casa en Denver's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
ASCAP                              Music public           $1,235
                                   performance
                                   license

Barbara Lawrence                   Brokerage Services     $2,417

BMI                                License                $1,215

Casa Media Partners, LLC           Equipment rental      $16,227

Crown Castle International Corp.   Rental                $16,435

Denver TV Group, LLC               Agreement                $645

Echo Properties Corp.              Rental                 $3,309

Federal Communications Commission  Broadcasting fees      $5,160

LaLora, Inc.                       Office rental          $3,755

Mark III Media, Inc. (KGWN)        Public record         $14,000
                                   hosting

MundoFox Broadcating, LLC          National ad sales     $26,021
                                   representative

Paul Gapinski                      Equipment repair         $500

Premier Business Centers, LLC      Office rental            $456

Sadler Strategic Media             Advertising            $1,181

Skybeam                            IP transmission        $4,467
                                   services

SSn Media Gateway, LLC             Mater control          $2,000
                                   services

Starcom MediaVest Group            Advertising              $361

SuitePlaces Executive Offices      Office Rental          $2,332

TW Telecom                         IP Transmission          $600
                                   services

Worldlink Ventures Inc.            Advertising              $579

B. List of Casa Media Partners' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Anthem Blue Cross                  Insurance Provider     $8,245

ASCAP                              License              $107,494

BMI                                Music License         $91,234

Federal Communications             FCC Broadcasting      $17,215
Commission                         fees

Flatiron Capital                   Insurance provider    $31,221

I Latina Entertainment, Inc.                             $13,300
  
Internal Revenue Service           Taxes                $575,911
Insolvency Unit
7850 S.W. 6th Court
Plantation, FL 33324

LaLora, Inc.                       Office rental          $5,007

Macromedia, inc.                   Software/cental        $8,465
                                   network

MC Gavren Guild Media              National              $15,821
                                   advertising

Miller Kaplan Arase, LLP           Industry Data          $8,085
                                   compilation

Nielsen Aduio, Inc.                Industry rating       $65,995
                                   issuer

Rudex Broadcasting Limited         Engineering           $90,825
Corporation

SCMS Inc.                          Electrical repairs     $4,934

SESAC                              License               $78,859

Staples Advantage Dept LA          Business Supplies      $7,106

State of California Employment     Unemployment taxes    $42,466
Development Department

The Hartford Financial             Insurance provider     $8,144
Services Group, Inc.

TW Telecom                         IP transmission        $6,390
                                   services

Univision Receivables Co. LLC      National Sales Rep    $16,205

Prior to the Chapter 11 filing, Tripp Scott, PA received $95,750
from Casa Media Partners, LLC to undertake all pre-bankruptcy
planning, analysis and preparation of the petition, schedules
and SOFA for itself and its wholly owned subsidiary Casa en Denver,
Inc.  Casa Media Partners
and Casa en Denver, Inc. have not provided, nor has Tripp Scott,
PA, requested a bankruptcy
retainer for services rendered post-petition.  Casa Media Partners,
LLC provided the $1,717
filing fee for itself and Casa en Denver, Inc.


CCO HOLDINGS: Fitch Rates $2 Billion Sr. Unsecured Notes 'BB-'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to these CCO Holdings,
LLC (CCOH) issuances:

   -- $1.15 billion 5.125% senior unsecured notes due 2023; and
   -- $750 million 5.375% senior unsecured notes due 2025.

The ratings for CCOH remain on Rating Watch Positive.

CCOH and Charter Communications Operating, LLC's (CCO) 'BB-' IDRs
were placed on Rating Watch Positive following the April 2015
announcement of the acquisition of Bright House Networks, LLC
(Bright House).  CCOH and CCO are indirect wholly owned
subsidiaries of Charter Communications, Inc. (Charter).

Proceeds from the offering are expected to be used for the
repayment of CCOH's $1 billion of 7.25% senior notes due 2017 and
$700 million of 8.125% senior notes due 2020.  Approximately $14.1
billion of debt (principal value - excluding the debt issued by
CCOH Safari, LLC and CCO Safari, LLC) was outstanding as of
Dec. 31, 2014.

Fitch placed the ratings of CCOH and CCO on Positive Watch
following Charter's announcement that it has entered into
definitive agreements to acquire Bright House from Advance/Newhouse
Partnership (A/N) for $10.4 billion.  Fitch believes that the
proposed transaction will de-lever Charter's balance sheet after
considering both the current transaction and the previously
announced transactions with Comcast Corporation.

Fitch estimates that Charter's leverage declines to approximately
4x on a pro forma basis as of the LTM period ended Dec. 31, 2014.
Moreover the transaction strengthens Charter's overall competitive
position by increasing scale and improving its subscriber
clustering profile, enabling greater operating efficiencies and
creating a stronger platform for growth.

The acquisition will be effected through a partnership of which
Charter will control 73.7% ownership and A/N will retain 26.3%
ownership.  Total consideration to be paid to A/N by Charter
includes $5.9 billion of common units, and $2.5 billion of
convertible preferred units in the partnership, in addition to $2
billion of cash.  Finally, Liberty Broadband Corporation has agreed
to purchase $700 million of Charter common stock upon close of the
transaction.  The partnership units owned by A/N are exchangeable
into Charter common stock.  The transaction is subject to several
conditions, including among others, Charter shareholder approval,
the expiration of Time Warner Cable's right of first offer for
Bright House, the close of Charter's previously announced
transactions with Comcast, and regulatory approval.

KEY RATING DRIVERS

   -- Fitch believes the acquisition of Bright House will
      strengthen Charter's overall credit profile.  Fitch
      anticipates that Charter's leverage, pro forma for the
      contemplated transactions will decline to approximately 4x;

   -- The proposed transaction will increase Charter's scale and
      improve operating efficiencies and subscriber clustering
      profile;

In total, Fitch views the acquisition of Bright House along with
the previously announced transactions with Comcast positively.  The
combination creates the second largest cable MSO in the country
(assuming Comcast's proposed merger with TWC closes) with 7.6
million video subscribers owned by Charter and 10.1 million video
subscribers after considering the Greatland Connections assets
managed by Charter.  The transactions improve Charter's subscriber
clustering, enabling greater operating efficiencies and creating a
stronger platform for growth.  The Bright House acquisition adds
approximately two million video customers in markets largely
contiguous with Charter's existing service footprint and adds
attractive markets such as Orlando and Tampa Bay Florida.  Fitch
notes, however, that integration risks are elevated and Charter's
ability to manage the integration process and limit disruption to
the company's overall operations is key to the success of the
transactions.

Charter's operating strategies are having a positive impact on the
company's operating profile resulting in a strengthened competitive
position.  The market share-driven strategy, which is focused on
enhancing the overall competitiveness of Charter's video service
and leveraging its all-digital infrastructure, is improving
subscriber metrics, growing revenue and ARPU trends, and
stabilizing operating margins.

Charter's leverage as of the LTM ended Dec. 31, 2014 was 4.4x
excluding the debt issued by CCOH Safari, LLC and CCO Safari, LLC.
Management's leverage target remains unchanged ranging between 4x
and 4.5x.  The pro forma leverage coupled with the improving
operating profile is reflective of a 'BB' IDR.  Fitch has
previously indicated that positive rating actions would likely
coincide with leverage expected to be sustained below 4.5x while
demonstrating progress in closing gaps relative to its industry
peers on service penetration rates and strategic bandwidth
initiatives.

The company's liquidity position is primarily supported by
available borrowing capacity from its $1.3 billion revolver and
anticipated free cash flow generation.  Commitments under the
company's revolver will expire on April 22, 2018.  As of Dec. 31,
2014, approximately $817 million was available for borrowing.
Near-term scheduled maturities consist of $65 million scheduled to
mature during 2015 followed by $92 million during 2016.  Following
the refinancing referenced above, approximately $102 million of
debt is scheduled to mature during 2017.

Resolution of the Rating Watch will largely be based on Fitch's
review of Charter's capital structure including assignment of
potential equity credit to the convertible preferred partnership
units and an assessment of the risks associated with Charter's
ability to integrate cable systems acquired from Comcast and Bright
House.

RATING SENSITIVITIES

   -- Positive rating actions would be contemplated as leverage is

      expected to remain below 4.5x;

   -- If the company demonstrates progress in closing gaps
      relative to its industry peers on service penetration rates
      and strategic bandwidth initiatives;

   -- Operating profile strengthens as the company captures
      sustainable revenue and cash flow growth envisioned when
      implementing the current operating strategy.

   -- Fitch believes negative rating actions would likely coincide

      with a leveraging transaction or the adoption of a more
      aggressive financial strategy that increases leverage beyond

      5.5x in the absence of a credible deleveraging plan;

   -- Adoption of a more aggressive financial strategy;

   -- A perceived weakening of Charter's competitive position or
      failure of the current operating strategy to produce
      sustainable revenue and cash flow growth along with
      strengthening operating margins.



CELEBRATION FL: Case Summary & 8 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Celebration FL, LLC
        40 West Elm St., Suite 1-M
        Greenwich, CT 06830

Case No.: 15-50503

Chapter 11 Petition Date: April 14, 2015

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: Scott M. Charmoy, Esq.
                  CHARMOY & CHARMOY
                  1261 Post Road
                  P.O. Box 804
                  Fairfield, CT 06824
                  Tel: (203) 255-8100
                  Fax: 203-255-8101
                  Email: scottcharmoy@charmoy.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sherri DeVito, sole member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb15-50503.pdf


CHIQUITA BRANDS: Moody's Alters Outlook to Stable, Affirms B2 CFR
-----------------------------------------------------------------
Moody's Investors Service changed Chiquita Brands International
Inc.'s rating outlook to stable from developing and affirmed the
company's Corporate Family Rating and Probability of Default Rating
at B2 and B2-PD, respectively. At the same time, Chiquita's 7.875%
senior secured notes have been upgraded one notch to Ba3 from B1 as
a result of a change in the company's capital structure in
accordance with Moody's Loss Given Default model. Notable changes
include the partial repayment of the company's 7.875% notes due
2021 and 4.25% convertible notes due 2016 (not rated) using
proceeds from related party loans (together with a capital
contribution in the case of the 7.875% notes). The related party
loans and capital contribution came from the company's new
immediate parent, Cavendish US Corporation, which is a
wholly-owned, indirect subsidiary of Cavendish Global Limited, a
private company affiliated with the Cutrale and Safra Groups. Also,
in connection with this rating action Moody's also affirmed
Chiquita's Speculative Grade Liquidity rating at SGL-3.

The change in the outlook to stable and the affirmation of the CFR
reflects the completion of the acquisition of the company and the
associated filing of its financial statements in its 2014 10-K. The
outlook was changed to developing in March 2014 as a result of a
number of uncertainties associated with Chiquita's announcement
that it planned to merge with Ireland based tropical fruit
distributor Fyffes, PLC, which ultimately did not occur. Moody's
will continue to rate Chiquita as long as a material amount of the
company's 7.875% senior secured notes remain outstanding and the
company continues to file financial statements in a timely manner.

The following ratings have been upgraded at Chiquita Brands LLC:

  -- $191 million principal 7.875% senior secured notes due 2021
     to Ba3 (LGD3) from B1 (LGD3);

The following ratings have been affirmed at Chiquita Brands
International Inc.:

  -- Corporate Family Rating at B2;

  -- Probability of Default Rating at B2-PD;

  -- Speculative Grade Liquidity Rating at SGL-3.

The outlook for Chiquita Brands International Inc. and Chiquita
Brands LLC has been changed to stable from developing.

The B2 CFR incorporates Chiquita's high though improving financial
leverage profile, ongoing business volatility and a moderate degree
of litigation overhang. The rating is further constrained by
Chiquita's vulnerability to sharp performance fluctuations caused
by the commodity-like nature of its banana and value-added salad
products as well as external factors including fuel prices,
weather, crop infestation, currency exchange rates and local
government policies. The rating also reflects uncertainty related
to the future strategic direction/initiatives of the company
stemming from its new ownership and the corresponding installation
of a new management team. The rating favorably considers Chiquita's
geographic diversification and well-established brands, namely
Chiquita and Fresh Express. In addition, the rating incorporates
the company's adequate liquidity profile, supported by the presence
of a new 5-year ABL and expectations for modest free cash flow
generation during the next twelve months.

The stable outlook reflects Moody's expectation that the company
will continue to improve profitability through cost saving
initiatives and achieve moderate top-line organic growth. The
ratings could be upgraded if Chiquita is able to sustain leverage,
as measured by Moody's adjusted debt-to-EBITDA, below 4.0 times
while maintaining at least an adequate liquidity profile. In
addition, Moody's would expect interest coverage, as measured by
Moody's adjusted EBITA-to-interest, to approach 2.0 times.
Alternatively, the ratings could be downgraded if Chiquita fails to
maintain at least an adequate liquidity profile, given the inherent
volatility of its operations. The ratings could also be downgraded
if Chiquita's performance deteriorates and Moody's adjusted
debt-to-EBITDA is sustained above 6.0 times for several quarters,
or if EBITA-to-interest falls below 0.5 times. In addition, if
there were to be a material litigation-related event or large
debt-funded acquisition, the ratings could be downgraded.

The Ba3 rating assigned to the company's 7.875% senior secured
notes reflect their first priority lien status on domestic real
estate and certain intellectual property and a second lien priority
lien on all other domestic and foreign assets behind those securing
the new $150 million ABL. Additionally, the notes benefit from
guarantees by all existing and future domestic subsidiaries and
certain non-domestic subsidiaries, as well as from the loss
absorption from the company's $49 million of remaining 4.25%
convertible notes due 2016 and $238 million of unsecured related
party loans. Moody's does not rate Chiquita's convertible notes,
new ABL facility, or related party loans.

The principal methodology used in these ratings was Global Protein
and Agriculture Industry published in May 2013. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Chiquita Brands International, Inc, (Chiquita) headquartered in
Charlotte, North Carolina, together with its subsidiaries is a
leading international marketer and distributor of bananas and
pineapples in over 70 countries and a producer of packaged salads
under the Fresh Express brand name primarily in the United States.
Chiquita was acquired pursuant to a merger agreement with Cavendish
Global Limited, a private limited company incorporated under the
laws of England and Wales and an affiliate of the Cutrale and Safra
groups. The merger was consummated on January 6, 2015 with all of
Chiquita's shares being purchased for $14.50/share resulting in
Cavendish US Corporation, a wholly-owned, indirect subsidiary of
Cavendish Global Limited, owning 100% of Chiquita. Chiquita's total
sales for the twelve month period ended December 31, 2014 (FY14)
were approximately $3.09 billion.


CLAUDE GRAHAM: Substitution of Parties Granted
----------------------------------------------
The United States District Court for the Southern District of
Georgia, Dublin Division, on April 2, 2015, permitted the
substitution of Defendant Claude Graham with his Conservator,
Joshua Kight as Defendant in the case docketed as CATERPILLAR
FINANCIAL SERVICES CORPORATION. Plaintiff, v. JOSHUA KIGHT, in his
official capacity as Conservator for Claude Graham, Defendant, NO.
CV 314-023.

District Judge Dudley H. Bowen, in his Order, a copy of which is
available at http://is.gd/rfSQFEfrom Leagle.com, ordered the
Plaintiff to inform the Court whether it intends to withdraw or
advance its motion for summary judgment, on or before April 30,
2015. Judge Bowen also ordered Defendant Kight to file a response
to Plaintiff's motion for summary judgment or an otherwise
responsive pleading, on or before April 30, 2015. He further states
that if the Defendant fails to do so, the Court may deem
Plaintiff's Motion for Summary Judgment as unopposed and enter
judgment against the Defendant.

Caterpillar filed the complaint to collect amounts purportedly owed
by Graham as personal guarantor to multiple commercial notes that
were secured by heavy equipment as collateral.

Caterpillar Financial Services Corporation, Plaintiff, represented
by Ron C. Bingham -- rbingham@bakerdonelson.com -- Baker, Donelson,
Bearman, Caldwell & Berkowitz, PC & Ronald J. Stay --
rstay@stites.com -- Stites & Harbison, PLLC.

Joshua Kight, in his official capacity as conservator for Claude
Graham, Defendant, represented by Todd Boudreaux, Todd Boudreaux,
PC.

Graham initially filed for Chapter 11 bankruptcy.  That case was
later converted to a Chapter 7 liquidation case.


COGECO CABLE: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
Cogeco Cable Inc. at BB+'.  The Rating Outlook is Stable.

KEY RATING DRIVERS

Increased Diversity Provides Growth Offset

Cogeco has diversified its asset mix through acquisitions as a
result of maturing Canadian cable services that has experienced
increased competitive intensity and structural substitution.
Consequently, Canadian cable growth rates have declined to the low
single-digits.  Consolidated revenue for the first six months of
fiscal 2015 grew 5% driven primarily by growth in its U.S. Cable
and enterprise data segments including foreign exchange benefits.
The Canadian cable segment generates approximately 70% of EBITDA
compared to roughly 90% two years ago.

Rate Increases, Upgraded Offering

Cogeco expects to mitigate revenue pressure through rate increases,
an upgraded service offering with the TiVo platform, targeted
marketing initiatives to improve broadband and telephony business
additions, which have become an increasingly important offset and
growing its market position in its business footprint. In the U.S.,
the TiVo launch has moderately improved video loss trends and
increased broadband service take-up rates.

Expectations for Stable Core

Fitch believes Cogeco's good business profile is primarily
supported by the Canadian cable operations that generate strong
profitability.  Cogeco's competitive position is anchored by its
robust high-speed internet and triple-play offering.  While the
cable segment has experienced increasing risks, Cogeco's cable
systems are clustered in less concentrated and generally less
competitive suburban regions as compared to large urban areas.

Competition will continue to increase through IPTV footprint
expansion mainly with fiber-to-the-home overbuilds in a growing
portion of Cogeco's regions as Bell covers roughly one-third of
Cogeco's territories with an IPTV offering.  However, the
relatively slow pace of IPTV deployment has given Cogeco time to
enhance its competitive position through the TiVo platform and
upgraded bandwidth offerings to improve its ability to blunt these
attacks.

Good Margins

Margins should remain relatively stable as price increases,
continued mix shift to broadband and strong cost controls offset
higher costs due to TiVo launch and programming increases.
Longer-term risks include greater than expected pressure from IPTV
competition, wireless substitution and cord cutting/cord shaving.
Cogeco views over-the-top services as complementary with its cable
offering and will negotiate to make these services, like Netflix,
available on its TiVo platform.  Fitch also believes Cogeco has
sufficient capability to manage recent regulatory mandates without
a material negative effect to EBITDA.

Acquisition Risk

Fitch expects Cogeco will opportunistically pursue additional
acquisitions.  Bolt-on sized acquisitions are more likely for its
U.S. cable operations that would further diversify Cogeco's
business profile.  Over the long term, Fitch expects the U.S.
operations could begin to approach the size of its Canadian cable
operations.  The higher investment rate including data center
expansion, salesforce integration and process reengineering in the
enterprise segment make a near-to-medium term acquisition less
probable.

Stable Liquidity/Debt Structure

Cogeco's main sources of liquidity are its credit facilities, cash
position and free cash flow (FCF). As of Feb. 28, 2015, Cogeco had
approximately CAD588 million available under its term revolving
facility of CAD800 million that matures in January 2020.  In
addition, two subsidiaries of Cogeco benefit from a revolving
facility of US$150 million of which US$30 million was borrowed.
Consolidated cash was CAD18 million.

Cogeco's FCF guidance for fiscal year 2015 (FY15), after dividend
payments, is approximately CAD220 million.  Fitch expects Cogeco
will use excess liquidity generated by FCF to pay down bank credit
facility borrowings.  Debt maturities over the next several years
are very manageable with US$190 million in FY16 and CAD100 million
in FY18 which the company may refinance through revolver
availability.

Cogeco's credit metrics have improved following the acquisitions in
2012 and 2013 as total leverage (total debt to operating EBITDA)
was 3.2x at the end of the second quarter of fiscal 2015. Fitch
expects leverage of approximately 3x by the end of 2015. Longer
term, absent material acquisitions, leverage should continue to
reduce to the mid 2x range.

Dividend Growth Expected

Cogeco's objective is to generate shareholder returns through
capital appreciation and dividend growth.  Cogeco historically has
not generally engaged in share repurchase activity.  The quarterly
dividend is $0.35 per share, an increase of $0.05 per share, or 17%
from a year ago.  Dividend payments for FY14 were CAD59 million,
compared to CAD51 million in FY13.

Expectations are that Cogeco will continue to manage its dividend
policy consistent with its current ratings.  Fitch's long range
forecast assumes the company will increase the dividend in the
mid-teens range the next couple years as a result of growth in
excess cash flows.  Thus, while Cogeco does not have a formal
dividend policy at this time, Fitch expects the company will target
a dividend payout in the range of 25%-30% of EPS.  Fitch estimates
FY15 dividend payout at 26%.  Cogeco's current payout ratio is
materially lower than its larger cable and telecom peers.

As a result, Fitch expects FCF (defined as cash from operations
less capital spending less dividends) will remain in the CAD200
million range plus/minus 10% during the forecast period.

KEY ASSUMPTIONS

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

   -- Canadian cable revenue growth in the low-single digits;
   -- U.S. cable growth in the mid-single digit range;
   -- Enterprise revenue growth in the mid-to-high single digits;
   -- FY15 leverage of approximately 3x, reducing to the mid 2x
      range absent any material acquisitions;
   -- Dividend increases in in the mid-teens range;
   -- Relatively stable profitability with consolidated EBITDA
      margins in the 44% to 45% range;
   -- FCF over the forecast period in the range of CAD200 million
      plus/minus 10%.

RATING SENSITIVITIES

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

   -- A change in financial policy and long-term commitment to
      maintain consolidated leverage at mid 2x range or below;
   -- Stable and/or growing operating trends across its three
      business segments;
   -- Increased operational diversification;
   -- Pre-dividend FCF to sales of greater than 10%.

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

   -- A large transaction that increases consolidated leverage in
      excess of 3.5x for an extended period of time;
   -- Greater than expected competition, substitution or cord
      cutting/cord shaving in Cogeco Cable territories that
      adversely affects operating trends and cash flow growth;
   -- A change in financial policy resulting in higher leverage
      due to increased dividends or aggressive share repurchases;
   -- Negative operating trends in the Atlantic Broadband
      operations that requires Cogeco Cable to infuse additional
      funding;
   -- Reduced consolidated FCF prospects as a result of
      competitive factors.

Fitch has taken these actions, including assigning recovery ratings
as follows.  The Rating Outlook for all of Cogeco's ratings remains
Stable.

   -- IDR at 'BB';
   -- Senior unsecured notes at 'BB+/RR4';
   -- Senior secured notes at 'BBB-/RR1'.



COLLEGE BOOK: Joneses Liable to CBR Funding, Court Says
-------------------------------------------------------
The United States District Court for the Western District of
Tennessee, Eastern Division, in the case docketed as CBR FUNDING,
LLC, Plaintiff, v. CHARLES A. JONES and SARAH C. JONES,
Defendants/Third-Party Plaintiffs, DAVID B. GRIFFIN, Third-Party
Defendant, CASE NO. 1:13-CV-01280-JDB-EGB, issued an Order which
denied the Plaintiff's Motion for Summery Judgment, as well as the
Summary Judgment on Third-Party Plaintiffs' Contribution Claim and
Order of Reference.

The lawsuit stems from College Book Rental Company's default on two
loans that were personally guaranteed by the Joneses, Griffin, and
his wife, Roxie Griffin.  The Court issued an order on the parties'
cross-motions for summary judgment, finding that the Plaintiff, CBR
Funding, LLC, a Tennessee limited liability company managed by
Griffin, had validly purchased the loans from Security Bank & Trust
Company,  and that the Joneses, as guarantors, were personally
liable after CBR defaulted.

Chief District Judge J. Daniel Breen, in his April 2, 2015 Order
concluded that the Defendants were liable to the Plaintiff for the
entire amount due on the 2010 and 2011 loans. Griffin, as
co-guarantor, could not be liable for contribution until the
Joneses have paid more than their pro rata share. The Court will
issue a judgment addressing that contingency upon conclusion of the
primary action.

The Court denied the Plaintiff's Motion for Summary Judgment and
referred the matter on the Plaintiff's damages and attorneys fees
to the Magistrate Judge, who was directed to conduct a hearing and
prepare an order and/or report and recommendation. Any objections
to the Magistrate Judge's order and/or report should be made within
14 days after service of the order and/or report, setting forth
particularly those portions of the order and/or report objected to
and the reasons for the objections.

A copy of the Order Denying Plaintiff's Motion for Summary
Judgment, Denying Summary Judgment on Third-Party Plaintiffs'
Contribution Claim and Order of Reference is available at
http://is.gd/o5aH5Pfrom Leagle.com.

Joseph Allen Kelly -- jkelly@fbtlaw.com -- FROST BROWN TODD, LLC,
Jason Michael Bergeron -- jbergeron@fbtlaw.com -- FROST BROWN TODD
& William L. Campbell -- ccampbell@fbtlaw.com -- Jr., FROST BROWN
TODD, Attorneys for Plaintiff CBR Funding, LLC.

J. Kent Wicker -- kwicker@dbllaw.com -- Kevin Fitzpatrick Hoskins,
Dressman Benzinger LaVelle PSC & James Brandon McWherter, GILBERT
RUSSELL McWHERTER PLC, Attorneys for Defendants and ThirdParty
Plaintiffs Charles A Jones, Sarah C Jones

Jason Michael Bergeron, FROST BROWN TODD & William L. Campbell,
Jr., FROST BROWN TODD, Attorney for ThirdParty Defendant David B.
Griffin.

                        About College Book

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David Griffin,
allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided; and
CTI Communications, allegedly owed $21,793 for unpaid services
provided.

The owners of College Book Rental consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR.  CBR is
co-owned by Chuck Jones of Murray and David Griffin of Nashville,
Tenn.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.  The Trustee employed Robert H. Waldschmidt, Esq. at
Howell & Fisher, PLLC as his counsel.

The Debtor disclosed $17,913,543 in assets and $25,322,442 in
liabilities as of the Chapter 11 filing.

As reported by the Troubled Company Reporter on Sept. 9, 2013,
Judge Harrison converted the Chapter 11 case to one under Chapter 7
of the Bankruptcy Code.  The Chapter 11 trustee requested for the
conversion of the case.


CONFIE SEGUROS: Moody's Maintains B3 CFR Over Increased Term Loan
-----------------------------------------------------------------
Moody's Investors Service said that the ratings of Confie Seguros
Holding II Co. (Confie Seguros -- corporate family rating B3,
probability of default rating B3-PD) are not affected by its
borrowing of an incremental $40 million under the accordion feature
of its senior secured first-lien term loan. The company plans to
use the proceeds to repay existing revolver borrowings that funded
recent acquisitions and for general corporate purposes. In addition
to the corporate family rating, Moody's maintains a B2 rating on
Confie Seguros' senior secured credit facilities (first-lien term
loan) and a Caa2 rating on its senior secured credit facilities
(second-lien term loan), which are not affected by the incremental
borrowing. The rating outlook for Confie Seguros is stable.

Confie Seguros' ratings reflect the company's leading position in
its target market, steady growth in revenues and healthy EBITDA
margins. The company is a leading broker of non-standard auto
insurance to the US Hispanic community, and markets insurance
through over 650 stores located primarily in the West, as well as
some in the South, Midwest and Northeast. These strengths are
tempered by the company's high financial leverage and modest
interest coverage. Additionally, Moody's expect that Confie Seguros
will continue to pursue a combination of organic growth and
acquisitions, the latter giving rise to integration and contingent
risks (e.g., exposure to errors and omissions).

Confie Seguros can absorb the incremental borrowing at its current
rating level based on its revenue and EBITDA growth, and fairly
steady EBITDA margins (31% through year-end 2014). Giving effect to
the borrowing, Moody's estimates that Confie Seguros' pro forma
debt-to-EBITDA ratio for the 12 months through 31 December 2014 was
between 7-7.5x with interest coverage of 1.5x. The rating agency
views such leverage as aggressive for the rating category, and
expects it to decline gradually as Confie Seguros' increases its
EBITDA.

Confie Seguros' pro forma financing arrangement as of December 31,
2014, included a $75 million first-lien revolving credit facility
maturing in November 2017 (rated B2, undrawn after giving effect to
repayment), a $440 million first-lien term loan due in November
2018 (rated B2, includes incremental borrowing) and a $181 million
second-lien term loan due in May 2019 (rated Caa2). The facilities
are also secured by most assets of Confie Seguros and the
guarantors, including the capital stock of domestic subsidiaries
and 65% of the capital stock of foreign subsidiaries.

Factors that could lead to an upgrade of Confie Seguros' ratings
include: (i) debt-to-EBITDA ratio below 5.5x , (ii) (EBITDA -
capex) coverage of interest exceeding 2x, and (iii)
free-cash-flow-to-debt ratio consistently exceeding 5%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of
interest below 1.2x (iii) free-cash-flow-to-debt ratio below 2%.

Giving effect to the incremental borrowing, Confie Seguros' ratings
(and loss given default (LGD) assessments) are as follows:

  -- Corporate family rating B3;

  -- Probability of default rating B3-PD;

  -- Senior secured revolving credit facility maturing in
     November 2017 rated B2 (to LGD3, 34% from LGD3, 33%);

  -- Senior secured first-lien term loan maturing in November
     2018 rated B2 (to LGD3, 34% from LGD3, 33%);

  -- Senior secured second-lien term loan due in May 2019 rated
     Caa2 (LGD5, 86%).

The methodologies used in this rating were Global Rating
Methodology for Insurance Brokers and Service Companies published
in February 2012, and Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Confie Seguros is the leading US personal lines insurance broker
focused on the Hispanic community, a growing segment of the US
population. The company's primary product offering is non-standard
auto insurance, which provides coverage to drivers who find it
difficult to purchase standard or preferred auto insurance due to
driving record, claims history, vehicle type or limited financial
resources, and to a lesser extent, small commercial insurance. The
company generated revenue of $322 million for the 12 months ended
Dec. 31, 2014.


CONNACHER OIL: S&P Withdraws 'D' CCR Due to Lack of Information
---------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'D' long-term corporate credit rating, on Calgary,
Alta.-based Connacher Oil and Gas Ltd. due to lack of sufficient
information to rate the company.  S&P had lowered its long-term
corporate credit and issue-level ratings to 'D' Feb. 2, 2015,
following the company's failure to pay interest due on its existing
second-lien notes.


CORNERSTONESTONE HOMES: Panel Taps KLW as Real Estate Appraisers
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Cornerstonestone Homes, Inc., asks the U.S. Bankruptcy
Court for permission to retain KLW Residential, Inc., as real
estate appraisers.

KLW will provide the services, including:

   1. an appraisal of properties to estimate the market value of
each property for purposes of valuing certain secured creditors'
claims and confirming a plan of reorganization; and

   2. an appraisal of the properties to provide an estimate of
market value of each property to aid i establishing a fair and
equitable tax assessment.

Gregory C. Klauk, president of KLW Appraisal Group, Inc., and
shareholder of KLW Residential, Inc., tells the Court that KLW's
fees are:

   a. For properties located in Cattaraugus,Allegany, Genesee,
Wyoming and Monro Counties: 400 per property (approximately 06).
The fee assumes a minimum of five inspections er day.  In the event
of a "no-show" appointment (more than 30 minutes late) there will
be a $100 added charge for re-inspection.

   b. For properties located in Broome, Cayuga, Chemung,
Livingston, Ontario, Seneca, Schuyler, Steuben, Iioga and Wayne
counties: $450 per property (approximately 203).  The fee assumes a
minimum of 10 inspections per day.  In the event of a "no-show"
appointment (more than 30 minutes late)there will be a $100 added
charge for reinspection.

   c. The appraisal fees assume a single estimate of market value
will be required for both intended uses.  In the event a separate
value estimate is required for the assessment cases, KLW proposes a
trending analysis that will use the base market value estimate of
market vale relative to a county's valuation date or its taxable
status date for assessment purposes.  KLW will be compensated on a
community by community basis on an hourly basis of $125/hour for
the service.

   d. In the event that the trending option is not approved and a
separate report is required for assessment matters, the fee will be
$175 per property.

   e. Additional fees will apply for consulting, preparing
assessment grievance forms, meetings with assessors related to the
assessment protests, trial preparation, appearance before the
boards of assessment review and expert testimony.  KLW will be
compensated on an hourly bass for the services at $125/hour.

Subject to the approval of the Committee's application to employ
KLW, the Committee will request that the Debtor pay KLW an advance
payment of $5,000 prior to beginning any appraisals or additional
appraisal services.  In the event that the appraisals or additional
appraisal services actually performed by KLW exceed $5,000, the
Committee will request that the Debtor pay KLW a second payment of
$28,000.

Mr. Klauk assures the Court that KLW is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18.6 million and liabilities of
$36.2 million.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan Johnson,
Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in
Rochester, N.Y., serve as the Debtor's counsel.  The Debtor has
tapped GAR Associates to appraise a selection of its properties to
support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure Statement
on Jan. 3, 2014.  The Amended Plan supersedes the Plan Cornerstone
prepared prior to filing for bankruptcy.  The Debtor intends to
liquidate properties over a period of time, so as to achieve
maximum recovery for the creditors while avoiding a deleterious
affect on the housing market.  The Plan provides for a distribution
of $1 million as an Unsecured Distribution Amount.  

Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to appoint
a Chapter 11 trustee to replace management.  The Court approved the
appointment of Michael H. Arnold, Esq., as Chapter 11 trustee.  He
is represented by his law firm, Place and Arnold as his counsel.


D.A.B. GROUP: Receiver Wants Rivington to Comply with ZLDA Pact
---------------------------------------------------------------
Simon Miller, as receiver appointed for the principal asset of
D.A.B. Group LLC, asks the U.S. Bankruptcy Court for the Southern
District of New York, to compel 81-83 Rivington to comply with its
obligations under the Zoning Lot Development Agreement dated April
2, 2008.

81-83 Rivington is a creditor of the Debtor having filed a proof of
claim number 15 in the Court's register of claims in the case.
Rivington is a party to prepetition litigation with the Debtor and
a party to the ZLDA Agreement with the Debtor.

The Court's sale order approved and authorized and directed the
Debtor to effectuate the sale of the Debtor's property to Arcade
Orchard Street LLC or its assignee in accordance with the Sale
Agreement executed by and between the Debtor and the Purchaser.

The Sale Agreement requires the Debtor to "take such actions as are
reasonably necessary to extend or preserve the existing zoning and
building entitlements."  Moreover, the Sale Agreement provides for
the transfer and sale "to the extent transferrable pursuant to
allocable law, any licenses, certificates, permits, authorizations
or approvals relating to the Land, Building or Improvements or the
operation of thereof issued by any governmental authority,
including, without limitation, continuations, renewals or other
extensions from the BSA, zoning variances or, building permits;"
Finally, pursuant to section 14.1(l) of the Sale Agreement, it is a
condition to closing that: "Seller shall have used its best efforts
to facilitate the cooperation of the owner of 77-79 Rivington
Street, with respect to issues affecting both properties,
including, without limitation, the construction of walls to
separate the shared cellar, and any other items for which such
mutual cooperation would increase the value of both properties, it
being acknowledged and agreed that Seller's actions shall be on
notice to the mortgagee of 77-79 Rivington Street and that all
actions affecting 77-79 Rivington are subject to the approval of
the Bankruptcy Court and must be in compliance with applicable law
and not adversely affect either property, as reasonably determined
by the Bankruptcy Court."

Consummation of the sale of the Property is the cornerstone of
consummation of the order confirming the Debtor's Plan.

Andrew B. Eckstein, Esq., at Blank Rome LLP, relates that pursuant
to the ZLDA Agreement, the parties thereto assigned certain excess
zoning rights to be used for the new building to be developed at
the Property.  This permitted the development of a structure at the
Property of a particular height and setback under the then current
zoning regulations.  Subsequent thereto, the surrounding
neighborhood was "downzoned" so that a structure of the size and
height contemplated for the Property would no longer be permitted.
Nevertheless, the development of the Property as contemplated in
the ZLDA Agreement and permitted under the existing building
permits was "grandfathered" as long as the New York City Board of
Standards and Appeals agreed to extend such ZLDA Agreement.  The
most recent extension expires in August 2015.  In order to apply
for a further extension, all parties to the ZLDA Agreement must
sign an "Owner's Affidavit" consenting to an application for such
an extension.  The parties' obligation to sign such a document is
expressly set forth in the ZLDA Agreement.  Absent the obtaining of
an extension of the ZLDA Agreement, the already constructed
superstructure of the development at the Property will not comply
with current zoning and several floors could be ordered dismantled.
Of course, this eventuality would severely and adversely impair
the value of the Property.

In accordance with its obligations under the Sale Order and the
Sale Agreement, at the request of Purchaser or its assignee, the
Debtor has sought to ensure that the zoning entitlements and
development rights embodied in the ZLDA Agreement are extended.  To
that end, the Debtor, and its affiliated debtor, 77-79 Rivington
Street Realty LLC, and also a party to the ZLDA Agreement, have
each signed the "Owners' Affidavit," a requirement of an
application to BSA for an extension of the Property's existing
zoning entitlements.

Thus far, however, 81-83 Rivington, the owner of the abutting
parcel, has refused to sign the Owners' Affidavit in support of an
application to BSA for an extension of the Property's existing zone
entitlements.  This is notwithstanding its clear and unequivocal
obligation to do so under the ZLDA Agreement.  The owner of 81-83
Rivington has thus far asserted that, in litigation commenced
against the Debtor years before the Petition Date but still pending
as of the Petition Date, it is not obligated to sign the Owner's
Affidavit.

The Receiver's attorneys can be reached at:

          BLANK ROME LLP
          Andrew B. Eckstein, Esq.
          The Chrysler Building
          405 Lexington Avenue
          New York, NY 10174
          Tel: (212) 885-5505
          Fax: (212) 885-5001

                         About DAB Group

D.A.B. Group LLC owns a stalled 16-story Allen Street Hotel project
in Orchard Street, New York.

The property has been in the hands of a receiver since July 18,
2011.  Simon J.K. Miller, of Blank Rome LLP, serves as receiver.

D.A.B. Group sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
14-12057) in Manhattan on July 14, 2014, to pursue a prompt sale of
the property.  The case is assigned to Judge Shelley C. Chapman.

J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York, serves as counsel to the Debtor.

DAB Group said in a court filing that its property is continguous
to the commercial property owned by its affiliate, 77-79 Rivington
Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339).
Accordingly, DAB's Chapter 11 case is being filed as a related
proceeding.


DAVITA HEALTHCARE: Moody's Rates $1.25BB Sr. Unsecured Notes B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to DaVita Healthcare
Partners Inc's new $1.25 billion senior unsecured notes due 2025
and affirmed the company's B1 ratings on its existing $3.0 billion
senior unsecured notes due 2022 and 2024. Concurrently, Moody's
affirmed DaVita's Ba3 Corporate Family Rating, Ba3-PD Probability
of Default Rating, and Speculative Grade Liquidity Rating of SGL-1.
Moody's also affirmed the Ba1 ratings on DaVita's existing credit
facilities. The rating outlook remains stable.

Moody's understands that the proceeds of the offering will be used
to fund the purchase of DaVita's $775 million senior unsecured
notes due 2020, and add cash to the balance sheet. The company
expects to use the additional cash for general corporate purposes,
which may include future acquisitions and share repurchases of up
to $1.0 billion, under its new share repurchase program.

Rating assigned:

  -- $1.25 senior unsecured notes due 2025 at B1 (LGD 5)

Ratings affirmed:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3-PD

  -- $1.00 billion senior secured revolving credit facility
     expiring 2019 at Ba1 (LGD 2)

  -- $1.00 billion senior secured term loan A due 2019 at
     Ba1 (LGD 2)

  -- $3.50 billion senior secured term loan B due 2021 at
     Ba1 (LGD 2)

  -- $3.00 billion senior unsecured notes due 2022 and 2024 at
     B1 (LGD 5)

  -- Speculative Grade Liquidity Rating at SGL-1

  -- Rating to be withdrawn at close

  -- Senior unsecured notes due 2020 at B1 (LGD 5)

DaVita's Ba3 Corporate Family Rating reflects its high leverage,
the challenges of operating a risk-based integrated care business
and increased regulatory scrutiny. Furthermore, both its dialysis
operations and risk-based integrated care business have come under
increasing government reimbursement pressure over the past year,
both experiencing rate cuts.

The rating is supported by the company's position as the second
largest dialysis service provider, treating over one-third of
dialysis patients in the country. Additionally, DaVita benefits
from the recurring nature of the treatments and patients high
loyalty to their clinic, which is reflected in the company's strong
profitability and stable cash flow.

The stable outlook reflects Moody's expectation that DaVita's
revenue will continue to grow at a steady pace, driven by
increasing volumes and the opening of new dialysis centers.
Furthermore, the rating outlook also anticipates that DaVita will
be able to mitigate any additional Medicare reimbursement
reductions, without significant detriment to the credit metrics.
The outlook also reflects Moody's expectation that DaVita will
continue to delever and debt to EBITDA will improve to slightly
below 4 times by the end of fiscal 2015.

Although, not likely in the near-term, Moody's could upgrade the
ratings if the company repays debt or grows earnings such that debt
to EBITDA was expected to be sustained below 3.5 times.
Additionally, Moody's could consider upgrading the rating if cash
flow from operations and free cash flow to adjusted debt ratios
were expected to be sustained in the mid-teens.

Downward pressure could develop if leverage increases either from
additional Medicare reimbursement cuts, or if the company takes on
additional debt for acquisitions or shareholder initiatives. More
specifically, Moody's could downgrade the rating if leverage is
expected to increase and be sustained above 4.5 times or free cash
flow to debt is expected to be sustained below 3%.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

DaVita is an independent provider of dialysis services primarily in
the US for patients suffering from end-stage renal disease (chronic
kidney failure). The company also provides home dialysis services,
inpatient dialysis services through contractual arrangements with
hospitals, laboratory services and other ancillary services.
Through HealthCare Partners', DaVita provides patient-and
physician-focused integrated health care delivery services that
coordinates outcomes-based medical care in a cost-effective manner.


DAVITA HEALTHCARE: S&P Rates Proposed Sr. Unsecured Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating to DaVita HealthCare Partners Inc.'s proposed
senior unsecured notes offering.  The recovery rating is '6',
indicating S&P's expectations of negligible (0% to 10%) recovery in
the event of default.  S&P's ratings on DaVita, including the 'BB'
corporate credit rating and 'BB' issue-level rating and '3'
recovery rating on the company's existing senior secured credit
facility, are unchanged.  The outlook remains stable.  The company
intends to use the proceeds to refinance existing debt and add to
its cash balance.

S&P's ratings on this U.S.-based provider of dialysis services
reflect its "fair" business risk profile highlighted by its narrow
business focus and reimbursement rate pressures, both on the
Medicare and commercial pay fronts, partially offset by its large
size and wide geographic footprint and the increased diversity
offered by DaVita's growing Healthcare Partners (HCP) integrated
health care delivery and management business.

The company's "significant" financial risk profile reflects S&P's
expectation that although DaVita will likely pursue acquisitions
and share repurchases, the company's discretionary cash flow will
help keep leverage below 4x longer term.  Full capacity on its
revolving credit facility, large cash reserves of over $1.3 billion
at Dec. 31, 2014, and lack of covenant pressure support its
"strong" liquidity.

RATINGS LIST

DaVita HealthCare Partners Inc.
Corporate Credit Rating        BB/Stable/--

New Rating

DaVita HealthCare Partners Inc.
Senior Unsecured Notes         B+
   Recovery Rating              6



DELIA*S INC: Authorized to Sell Distribution Center for $3.95M
--------------------------------------------------------------
The Bankruptcy Court authorized dELiA*s Inc., et al., to sell their
distribution center located at 348 Poplar Street, Hanover,
Pennsylvania, pursuant to the terms of the agreement with Hanover
Real Estate Partners LP or its designee, as purchaser.

Hanover agreed to purchase the assets for $3,950,000.

The Hanover Asset Purchase Agreement and the consideration to be
realized by the Debtors (i) is the highest and best offer received
by the Debtors at an auction held March 31, at the offices of
counsel to the Debtors, DLA Piper LLP (US), at 1251 Avenue of the
Americas, 27th Floor, New, York City.  The stalking horse bid of
Conewago Contractors, Inc., opened the auction.

Any remaining objections to the motion were overruled and denied.

In a prior order, the Court approved the amendment to the bidding
procedures for the distribution center to include any furniture,
fixtures and equipment located therein.  

                         About DELIA*S INC.

Launched in 1993, dELiA*s Inc., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women.  The dELiA*s brand products are sold
through
the Company's mall-based retail stores, direct mail catalogs and
e-commerce Web sites.

On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. S.D.N.Y.).  The Debtors have requested that
their cases be jointly administered under Case No. 14-23678.

As of the bankruptcy filing, dELiA*s owns and operates 92 stores in
29 states.

The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.

As of the Petition Date, the Debtors had $47.0 million in total
assets and $50.5 million in liabilities.

The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to
launch going-out-of-business sales.

The Official Committee of Unsecured Creditors tapped to retain
Kelley Drye & Warren LLP as its counsel, and Capstone Advisory
Group, LLC, and Capstone Valuation Services, LLC, as financial
advisors.



DELIA*S INC: Says Lender Has Not Shown Cause for Relief from Stay
-----------------------------------------------------------------
dELiA*s, INC., et al., responded to landlord Two Trees Management
Co., LLC's memorandum of law in support of motion to (a) to compel
payment for postpetition use and occupancy of premises; (b) to
compel assumption or rejection of the lease and (c) for relief from
the automatic stay.

According to the Debtors, on November 2010, the Landlord acquired
the building in which the Debtors leased property and assumed all
of the leases for the premises, including the lease.  The lease
expires on Feb. 28, 2017, and current rent under the lease is
$174,672 per month.

In December 2014, Delia*s defaulted on its obligation to pay
December 2014 rent.  Thus, as of December 2014, the Landlord
arguably had the right to draw the Letter of Credit and apply it
towards any missed rent payments since December.  In any event,
Delia*s did not provide the landlord with a substitute L/C on March
1, 2015, the date that was 30 days prior to the expiration of the
Letter of Credit.  Consequently, the Landlord had the undeniable
right to draw the L/C as of March 1, 2015, and will forfeit that
right if the L/C is not drawn on or before March 31, 2015.

Te Debtors assert that, among other things:

   -- they must not be compelled to make an immediate payment of
the postpetition charges;

   -- they must not be compelled to assume or reject the corporate
headquarters lease; and

   -- the Landlord has not met its burden to show cause why the
automatic stay must be lifted.

                           Sale of Asses

The Court has authorized the sale of certain assets and the
assumption and assignment of assumed contracts, all pursuant to the
terms in the agreement with Butterfly Retail Acquisition LLC, an
affiliate of HRSH Acquisitions, LLC doing business as Alloy Apparel
& Accessories, LLC, or any designee appointed by Butterfly Retail
Acquisition LLC, the purchaser.

The purchaser is authorized to purchase, among other things:

   a) all of the merchant's membership interests in dELiA*s Brand
LLC pursuant to an assignment agreement; and

   b) all of the merchant's rights, title, and interests in and to
the intellectual property (but, with respect to any of the
merchant's intellectual property that is the subject of an
executory contract, only to the extent such executory contract is
an assumed contract, including, without limitation, the
intellectual property.

The Court order also provides that the APA is further amended as:

   a. the amount in Section 3.1(a) will be $2,150,000.

In a letter agreement for acquired assets between Butterfly Retail
Section 3.1 provides that the purchaser will pay agent:

   a) $2,500,000 in cash; and

   b) to the extent purchaser requests that the merchant assume and
assign to purchaser one or more contracts, which request may be
made in purchaser's sole discretion on or prior to the funding
date, any and all cure amounts associated with the assumed
contracts.

The purchaser will adhere to the terms of the (i) Trademark
Licensing Agreement, dated as of Feb. 24, 2003 between dELiA*s
Brand LLC and dELiA*s Corp., a predecessor entity to dELiA*s Assets
Corp. (the Trademark Licensing Agreement); and (ii) Limited
Liability Company Agreement of dELiA*s Brand LLC.

                         About DELIA*S INC.

Launched in 1993, dELiA*s Inc., is a retailer which sells apparel,
accessories, footwear, and cosmetics marketed primarily to teenage
girls and young women.  The dELiA*s brand products are sold
through
the Company's mall-based retail stores, direct mail catalogs and
e-commerce Web sites.

On Dec. 7, 2014, dELiA*s and eight of its subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. S.D.N.Y.).  The Debtors have requested that
their cases be jointly administered under Case No. 14-23678.

As of the bankruptcy filing, dELiA*s owns and operates 92 stores in
29 states.

The Debtors have tapped Piper LLP (US) as counsel, Clear Thinking
Group LLC, as restructuring advisor, Janney Montgomery Scott LLC,
as investment banker, and Prime Clerk LLC as claims agent.

As of the Petition Date, the Debtors had $47.0 million in total
assets and $50.5 million in liabilities.

The Debtors have sought court approval of a deal for Gordon
Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC, to
launch going-out-of-business sales.

The Official Committee of Unsecured Creditors tapped to retain
Kelley Drye & Warren LLP as its counsel, and Capstone Advisory
Group, LLC, and Capstone Valuation Services, LLC, as financial
advisors.



DORAL FINANCIAL: Meeting of Creditors Set for May 5
---------------------------------------------------
The meeting of creditors of Doral Financial Corp. is set to be held
on May 5, 2015, 2:30 p.m., according to a filing with the U.S.
Bankruptcy Court for the Southern District of New York.

The meeting will be held at the Office of the U.S. Trustee, 4th
Floor, 80 Broad Street, New York.

The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed.  The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                        About Doral Financial

Doral Financial Corporation is a holding company whose primary
operating asset was equity in Doral Bank.  DFC maintains offices in
New York City, Coral Gables, Florida and San Juan, Puerto Rico.  

DFC has three wholly-owned subsidiaries: (i) Doral Properties,
Inc., (ii) Doral Insurance Agency, LLC ("Doral Insurance"), and
(iii) Doral Recovery, Inc.

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

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

DFC estimated $50 million to $100 million in assets and $100
million to $500 million in debt as of the bankruptcy filing.

The Debtor tapped Ropes & Gray LLP as counsel.

The Debtor's Chapter 11 plan and Disclosure Statement are due July
9, 2015.  The initial case conference is set for April 10, 2015.

The U.S. trustee overseeing the Chapter 11 case of Doral Financial
Corp. appointed five creditors of the company to serve on the
official committee of unsecured creditors.


DYNASIL CORP: Chairman Reports 8.7% Stake as of April 2
-------------------------------------------------------
Peter Sulick disclosed in a regulatory filing with the Securities
and Exchange Commission that he beneficially owns 1,426,660 shares
of common stock of Dynasil Corporation of America representing 8.7%
based on 16,424,539 shares of Common Stock issued and outstanding
as of April 2, 2015.  

Mr. Sulick is the chairman, CEO, and president of Dynasil
Corporation.  Mr. Sulick's business address is 313 Washington
Street, Suite 403, Newton, Massachusetts.

A copy of the regulatory filing is available for free at:

                         http://is.gd/4tMWok

                            About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

Dynasil Corp reported net income attributable to common
stockholders of $2.07 million for the year ended Sept. 30, 2014,
compared to a net loss attributable to common stockholders of $8.72
million for the year ended Sept. 30, 2013.  As of Dec. 31, 2014,
Dynasil corp had $25.5 million in total assets, $11.5 million in
total liabilities and $13.9 million in total stockholders' equity.


ENERGY FUTURE: May Name Mediator to Help in Talks With Creditors
----------------------------------------------------------------
Energy Future Holdings Corp. may ask the Hon. Christopher Sontchi
of the U.S. Bankruptcy Court for the District of Delaware to
appoint a mediator to help negotiate a final deal between the
Company and its creditors, Steven Church at Bloomberg reports,
citing attorney Edward Sassower.

Bloomberg relates that a new round of negotiations started on April
3, 2015, aimed at turning part of the Company into a real estate
investment trust.  According to the report, the Company and its
warring creditor groups expressed optimism about the new round of
talks over an $11 billion proposal to reorganize the Company so it
can emerge from Chapter 11 bankruptcy by the end of 2015.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion.  The Debtors have $42
billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


EXCEL TRUST: Fitch Puts 'BB' Preferred Stock Rating on Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has placed its 'BBB-' Issuer Default Rating (IDR) and
long-term debt ratings for Excel Trust, Inc. (NYSE: EXL) and its
operating partnership Excel Trust, L.P. (collectively, Excel) on
Rating Watch Negative following Excel's announced sale to an
affiliate of Blackstone Property Partners, L.P. (Blackstone) in an
all-cash transaction valued at approximately $2 billion.

KEY RATING DRIVERS

The Negative Rating Watch is driven by uncertainties regarding the
planned operating strategy of the company, particularly with
respect to any changes in EXL's growth, financing and asset and
portfolio management strategies, for which the details are
currently undisclosed.

Excel and Blackstone plan to complete the transaction in the second
half of 2015, contingent upon customary closing conditions,
including the approval of Excel Trust Inc.'s stockholders.  Fitch
anticipates resolving the Negative Watch around the time of the
closing of the transaction.

In connection with the closing of the transaction, Excel Trust,
L.P.'s $75 million of 4.40% senior series A notes due 2020 and its
$25 million of 5.19% senior series B notes due 2023 will be repaid.
The surviving company, BRE Retail Properties, currently plans to
leave Excel Trust, L.P.'s $250 million of 4.625% senior notes due
2024 outstanding following the closing.  Excel Trust, Inc.'s 7.00%
series A cumulative convertible perpetual preferred stock and its
8.125% series B cumulative redeemable preferred stock will be
redeemed.

KEY ASSUMPTIONS

The key assumptions driving Fitch's rating case include:

   -- Excel's leverage sustains in the high 6.0x range through
      2016;

   -- Fixed-charge coverage to sustain in the low 2x range;

   -- The company primarily refinances secured mortgage maturities

      with new unsecured borrowings;

   -- Further portfolio asset and market diversification via
      acquisitions.

RATING SENSITIVITIES

A deviation from Excel's historical operating strategy and
financial policies that results in greater credit risk could lead
Fitch to downgrade Excel's IDR and senior unsecured ratings to the
'BB' rating category.  Examples could include investing in riskier
assets or markets, as well as an increased leverage tolerance
and/or an increase in the company's use of secured borrowings that
results in lower unencumbered asset coverage of unsecured debt.

Fitch could remove the ratings from Negative Watch and affirm the
IDR at 'BBB-' if there are no material strategy deviations and
Fitch believes that the surviving company will have access to
equity capital as a private company controlled by Blackstone, via
fund-level equity commitments.

Fitch has placed these ratings on Rating Watch Negative:

Excel Trust, Inc.

   -- Issuer Default Rating (IDR) 'BBB-';
   -- Preferred stock 'BB'.

Excel Trust, L.P.

   -- IDR 'BBB-';
   -- Senior unsecured notes 'BBB-';
   -- Unsecured revolving credit facility 'BBB-'.

Fitch expects to withdraw its ratings on the preferred stock
obligations of Excel Trust, Inc. upon completion of the announced
redemptions of its outstanding series A and series B issues.



F&H ACQUISITION: Seeks Until July 13 to File Plan
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will convene
a hearing on May 6, 2015, to consider approval of F&H Acquisition
Corp., et al.'s request for further extension of their exclusive
periods.

The Debtors, saying they are still in the process of determining
whether there are additional claims that need to be reconciled, ask
that the exclusive filing period be extended through and including
July 13, 2015, and the exclusive solicitation period be extended
through and including Sept. 8, 2015.

The Debtors filed their extension motion with the intent of it
being heard at the May 6 hearing, which is scheduled to take place
after the expiration of the current exclusive filing period.  As a
result, the Debtors intend for Rule 9006-2 of the Local Rules of
Bankruptcy Practice and Procedure for the United States Bankruptcy
Court for the District of Delaware to apply to automatically extend
the exclusive filing period until the Court has had opportunity to
consider the relief requested in the motion.

                About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their
assets.

As of the bankruptcy filing, the Debtors had 101 restaurants
located in 27 states and 6,000 employees.  F & H disclosed $122
million in assets and $123 million in liabilities as of the
Chapter
11 filing.

The Debtors are represented by Robert S. Brady, Esq., Robert F.
Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway,
Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman,
Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at
Olshan Frome Wolosky, LLP of New York, NY.  Imperial Capital LLC
as
financial advisor; and Epiq Bankruptcy Solutions as claims and
noticing agent.

The Official Committee of Unsecured Creditors is represented by
Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Los Angeles, California.

By order dated Feb. 28, 2014, the Court approved the sale of
substantially all of the assets pursuant to an Asset Purchase
Agreement, dated as of Feb. 7, 2014, by and among the Debtors and
Cerberus Business Finance, LLC, as buyer.  The sale closed on
March
12, 2014.


FACTEON LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Facteon LLC
           fdba Facteon, Inc.
        700 Galleria Pkwy., Suite 440
        Atlanta, GA 30339

Case No.: 15-56916

Chapter 11 Petition Date: April 14, 2015

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Barbara Ellis-Monro

Debtor's Counsel: M. Denise Dotson, Esq.
                  M. DENISE DOTSON, LLC
                  170 Mitchell St.
                  Atlanta, GA 30303
                  Tel: (404) 526-8869
                  Fax: (404) 526-8855
                  Email: ddotsonlaw@me.com

Total Assets: $4.7 million

Total Liabilities: $17.8 million

The petition was signed by Tom Nort, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb15-56916.pdf


FAMILY CHRISTIAN: Court OKs Sales Process, Auction Set for May 21
-----------------------------------------------------------------
Jim Harger, writing for Mlive.com, reports that the the Hon. John
T. Griggs of the U.S. Bankruptcy Court for the Western District of
Michigan approved on April 14, 2015, a sales process for Family
Christian Stores.

As reported by the Troubled Company Reporter on April 6, 2015, Nick
Manes, writing for MiBiz, reported that Family Christian would
likely have a new owner in 60 to 90 days as part of the
bankruptcy of its parent company, Family Christian LLC.

Mlive.com relates that the deadline for bids for the company is May
18.  The winning bids will be announced on May 22, after the May 21
auction, according to the report.  The sale will close on June 8,
the report states.

According to Mlive.com, Erich Derlacher, Esq., the attorney for
Family Christian, the company is attracting three potential
bidders.  Mlive.com recalls that Family Christian initially
proposed it be sold to related firm Family Christian Acquisitions,
which offered to pay $28 million for the company and its store
leases.  The report says that Family Christian Acquisitions backed
out after creditors who are owed millions protested.  The
creditors, the report states, claimed that the company's principal
owner, Richard Jackson, also controlled Family Christian
Acquisitions who wanted to wipe out their debts.

No stalking horse bidder has been identified yet, Mlive.com
reports, citing Mr. Derlacher.

                     About Family Christian

Family Christian Holding, LLC, is the sole owner and member of
Family Christian, LLC, which operates and runs Family Christian
stores, one of the largest retail sellers of Christian books,
music, DVDs, church supplies, and other faith based merchandise.

Family Christian, LLC, Family Christian Holding, LLC, and
FCS Giftco, LLC, filed Chapter 11 bankruptcy petitions (Bankr.
W.D. Mich. Lead Case No. 15-00643) on Feb. 11, 2015.  The petition
was signed by Chuck Bengochea as president and CEO.  The Debtors
estimated assets and liabilities of $50 million to $100 million.

The Debtors are being represented by Todd Almassian, Esq., at
Keller & Almassian PLC, and Erich Durlacher, Esq., Brad Baldwin,
Esq., Bryan Glover, Esq., at Burr & Forman LLP as counsel.

The U.S. Trustee for Region 9 appointed seven creditors of Family
Christian LLC to serve on the official committee of unsecured
creditors.


FIRST HORIZON: S&P Affirms 'BB+' ICR & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on First
Horizon National Corp. (FHN) and its bank subsidiary First
Tennessee Bank N.A. Memphis, including the long-term issuer credit
ratings of 'BB+' and 'BBB-', respectively.  S&P is also revising
the rating outlook on both entities to positive from stable.

"The outlook revision to positive reflects our view that the
Agreement in Principle between FHN and the DOJ and HUD represents a
significant milestone toward resolving outstanding mortgage
litigation and improving the overall risk profile of the company,"
said Standard & Poor's credit analyst Richard Zell.

S&P believes this agreement, which it expects will be finalized
during the second quarter, will likely resolve the material
litigation risks associated with FHN's legacy mortgage underwriting
and origination business that it sold in late 2008. The agreement
is likely to require that FHN make a $212.5 million cash payment to
settle the DOJ/HUD investigation into underwriting and mortgage
origination practices for a specific subset of loans that the FHA
insured.  During 2014, FHN provisioned $50 million in anticipation
of an eventual settlement.

Although improving, S&P believes that FHN's risk profile remains
somewhat worse than peers, primarily as a result of the currently
high level of nonperforming assets (NPAs), as well as the bank's
sizable "nonstrategic" loan portfolio (largely home equity loans).
Nevertheless, S&P believes that strategic actions by management
will lead to lower loan portfolio risk over the next few years,
which supports S&P's positive rating outlook.

S&P may raise the rating if it believes that FHN's overall risk
profile has improved relative to peers.  Additionally, S&P could
raise the rating on FHN if it believes that the firm is committed
to rebuilding its capital levels such that S&P expects the
projected RAC ratio to exceed 10% on a sustained basis.

S&P could revise the rating outlook to stable if there is evidence
of an increase in the bank's risk appetite, or if the loan
portfolio experiences deterioration.  In addition, S&P could revise
the outlook to stable if the company does not rebuild capital to a
level S&P deems as "strong" under its criteria. Lastly, S&P could
revise the outlook to stable if the firm's existing legal matters
involving legacy mortgage underwriting and originations result in
substantial additional provisioning, which S&P do not expect.



FLEMINGTON BLOCK: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Flemington Block and Supply, Inc.
        c/o Gary N. Marks, Esq., Receiver
        721 Route 202-206, Suite 200
        Bridgewater, NJ 08807

Case No.: 15-16733

Chapter 11 Petition Date: April 14, 2015

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Joseph R. Zapata, Jr., Esq.
                  NORRIS, MCLAUGHLIN & MARCUS, PA
                  721 Route 202/206, Suite 200
                  Bridgewater, NJ 08807
                  Tel: 908-722-0700
                  Fax: 908-722-0755
                  Email: jzapata@nmmlaw.com

Total Assets: $2,000

Total Liabilities: $6.12 million

The petition was signed by Gary N. Marks, receiver.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb15-16733.pdf


FREEDOM ACADEMY: S&P Assigns 'BB' Rating on $5.6MM 2015 Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Phoenix Industrial Development Authority, Ariz.'s $5.6 million
series 2015 fixed-rate education facility revenue bonds issued for
Freedom Academy (Freedom).  The outlook is stable.

"The rating reflects our assessment of the academy's slim pro forma
maximum annual debt service coverage, lack of meaningful waitlist,
and high debt burden," said Standard & Poor's credit analyst Luke
Gildner.  "Factors supporting the rating include the school's solid
balance sheet metrics characterized by strong liquidity, a history
of consistent operating surpluses, and solid academic performance."


The stable outlook reflects S&P's expectation that during the next
year management will meet enrollment projections and operations
will continue to be positive on a full accrual basis.  S&P do not
expect to take a positive rating action during the one year outlook
period; however, S&P could take a positive rating action over the
longer term if the charter school can increase operations resulting
in improved maximum annual debt service coverage.  S&P could lower
the rating if debt service coverage falls below 1.0x, enrollment
does not meet projections, operations weaken, or the balance sheet
deteriorates significantly.

Freedom Academy operates two kindergarten through eighth grade
charter schools located in the Scottsdale, Ariz. area.  The two
campuses, known as Freedom Academy North (north campus) and Freedom
Academy South (south campus), are situated in leased facilities.
Management plans to use the proceeds of the 2015 bonds to purchase
a permanent facility and relocate the south campus as well as
finance the cost of acquiring a modular building for the new
campus.



GAMCO INVESTORS: Moody's Alters Outlook to Negative
---------------------------------------------------
Moody's Investors Service affirmed all ratings and changed the
outlook of GAMCO Investors, Inc. to negative, following the
company's announcement last week of its plans for a corporate
re-structuring. This includes the rating on its $100 million senior
notes. GAMCO, through its subsidiaries, manages private advisory
accounts, mutual funds, closed-end funds, partnerships and offshore
funds for both retail and institutional investors. As of Dec. 31,
2014, GAMCO had $47.5 billion in assets under management.

The change in outlook is driven by GAMCO's announcement of a plan
to re-structure its corporation. The company stated that the scope
of this re-organization will involve the spin-off of certain
businesses into a new publicly traded entity. GAMCO explained that
each company will have a capital structure and capital return
policy appropriate to its specific business.

Due to the uncertainty surrounding how leverage and
revenue-generating assets are re-distributed in the
re-organization, the ratings of GAMCO may be affected. Moody's
analysis will focus on the resultant capital structure, risk
profile, earnings capability and future prospects at GAMCO
following the spin-off.

The company has been performing well on all business metrics.

GAMCO Investors, Inc.:

  -- $100 million Senior notes, rated Baa3, affirmed

  -- Senior Unsecured Shelf (P)Baa3, affirmed

  -- Subordinate Shelf (P)Ba1, affirmed

  -- Junior Subordinate Shelf (P)Ba1, affirmed

  -- Pref. Shelf (P)Ba2, affirmed

  -- Outlook changed to negative from stable

The principal methodology used in these ratings was Asset Managers:
Traditional and Alternative published in February 2014.


GENERAL MOTORS: Keeps Bankruptcy Shield From Ignition Switch Suits
------------------------------------------------------------------
Reuters' Jessica Dye and Nick Brown report that U.S. Bankruptcy
Judge Robert Gerber on Wednesday ruled General Motors Co will not
have to face dozens of lawsuits accusing it of concealing an
ignition-switch defect that has been blamed for more than 200
deaths and serious injuries.

Plaintiffs have sued GM, the company that emerged following
bankruptcy proceedings in 2009, alleging that the company violated
their constitutional rights by failing to disclose the defect.  GM
argued it was protected from claims on vehicles pre-dating its 2009
exit from Chapter 11 bankruptcy.

Reuters says Judge Gerber's decision means GM may avoid potentially
billions of dollars in liability, as well as the cost of defending
those lawsuits, although claims arising after its bankruptcy will
not be affected. The plaintiffs will have to file their claims
instead against the financially limited “Old GM,” the shell
company comprised of bad assets GM shed in bankruptcy.

                     About General Motors

With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government
provided financing.  The deal was closed July 10, 2009, and Old GM
changed its name to Motors Liquidation Co.

Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  The Debtors tapped Weil, Gotshal & Manges LLP
Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as
counsel; and Morgan Stanley, Evercore Partners and the Blackstone
Group LLP as financial advisor.  Garden City Group is the claims
and notice agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation was dissolved.  On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

                         *     *     *

The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'.  In addition, Fitch has
affirmed GM Holdings' secured revolving credit facility rating at
'BBB-' and GM's senior unsecured notes rating at 'BB+'.  The
Rating Outlook for GM and GM Holdings is Positive.


GENERAL MOTORS: Recalled Vehicles Owners Respond to Ruling
----------------------------------------------------------
Attorneys from Hagens Berman Sobol Shapiro LLP, co-lead counsel
representing owners of millions of recalled vehicles in nationwide
litigation against General Motors Co., responded to the bankruptcy
court's ruling concerning New GM's liability in the class-action
lawsuit.

"We are pleased that Judge Gerber will allow claims to proceed
against New GM if misconduct by New GM was involved in this series
of massive recalls.  We believe that New GM's misconduct was in
fact present in the sale of millions of defective vehicles -- a
truth that we believe New GM knew and chose to conceal," said Steve
Berman, managing partner of Hagens Berman and co-lead counsel
representing plaintiffs in nationwide litigation against GM.

Mr. Berman added, "In addition, we will appeal Judge Gerber's
ruling that claims versus New GM for Old GM's misconduct are
barred.  It cannot be the law that Old GM could hide the defects,
and subsequently use the bankruptcy court as a shield.  As Judge
Gerber agreed, due process required that Old GM give notice to
owners of cars with defects, and consumers did not get notice. The
law must provide a remedy."

The litigation against GM involves defective ignition switches that
can cause a car to inadvertently switch off while in operation.
The defect causes the car to stall, and also disables airbags and
other electrical features integral to safety, such as power
steering and power brakes.  According to attorneys at Hagens
Berman, evidence overwhelmingly shows that "Old GM" was aware of
the deadly defect for years before the bankruptcy, but chose not to
conduct a safety recall and concealed its knowledge of the defect
from regulators and consumers. New GM continued the cover-up for
years before finally issuing recalls beginning in February of
2014.

"We also may challenge Gerber's decision to avoid review by Judge
Furman, who, as the MDL judge, should have a chance to weigh in on
an issue that affects such a vast number of consumers," Mr. Berman
said.

Additional information about the suit, including a list of affected
vehicles, is available at www.hbsslaw.com/GM

                       About Hagens Berman

Hagens Berman Sobol Shapiro LLP -- http://www.hbsslaw.com-- is a
consumer-rights class-action law firm with offices in nine cities.
The firm has been named to the National Law Journal's Plaintiffs'
Hot List eight times.

                    About General Motors

With its global headquarters in Detroit, Michigan, General Motors
-- http://www.gm.com/-- is one of the world's largest automakers,
traces its roots back to 1908.

General Motors Co. was formed to acquire the operations of General
Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old
GM's bankruptcy filing.  The U.S. government provided financing.
The deal was closed July 10, 2009, and Old GM changed its name to
Motors Liquidation Co.

Old GM -- General Motors Corporation -- filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1,
2009.  The Honorable Robert E. Gerber presides over the Chapter 11
cases.  The Debtors tapped Weil, Gotshal & Manges LLP Jenner &
Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and
Morgan Stanley, Evercore Partners and the Blackstone Group LLP as
financial advisor.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims.  Lawyers at Kramer Levin Naftalis
& Frankel LLP served as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long served as counsel on supplier
contract matters.  FTI Consulting Inc. served as financial advisors
to the Creditors Committee.  Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation was dissolved.  On the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee -- GUC Trust
Administrator -- of the Motors Liquidation Company GUC Trust,
assumed responsibility for the affairs of and certain claims
against MLC and its debtor subsidiaries that were not concluded
prior to the Dissolution Date.

                         *     *     *

The Troubled Company Reporter, on Aug. 29, 2014, reported that
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC (GM
Holdings) subsidiary at 'BB+'.  In addition, Fitch has affirmed GM
Holdings' secured revolving credit facility rating at 'BBB-' and
GM's senior unsecured notes rating at 'BB+'.  The Rating Outlook
for GM and GM Holdings is Positive.


GRIDWAY ENERGY: Asks Court to Extend Deadline to Remove Suits
-------------------------------------------------------------
Gridway Energy Holdings Inc. asked the U.S. Bankruptcy Court in
Delaware to extend the deadline for filing notices of removal of
lawsuits to July 6, 2015.

The proposed extension, if granted, would provide the company with
the "necessary additional time to consider and make appropriate
decisions" concerning the removal of the lawsuits, said its lawyer,
Donald Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware.

The court will hold a hearing on May 13 to consider approval of the
motion.

                       About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural gas
in markets that have been restructured to permit retail competition
-- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead
Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq., and
Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B.
Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group
LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


HAMPTON ROADS: Fitch Affirms 'BB' Rating on $58MM Class II Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on the following classes of
Hampton Roads PPV, LLC military housing taxable revenue bonds
(Hampton Roads Unaccompanied Housing Project), 2007 series A (the
bonds):

   -- Approximately $210 million class I at 'A-';
   -- Approximately $58 million class II at 'BB';
   -- Approximately $9 million class III at 'B+'.

The Rating Outlook on the bonds is Negative.

SECURITY

The bonds are special limited obligations of the issuer and are
primarily secured by a first lien on all receipts from the
operation of the unaccompanied housing project known as Hampton
Roads, located at Norfolk Naval Complex.  The absence of a
cash-funded debt service reserve fund limits protections afforded
bondholders.

KEY RATING DRIVERS

SUFFICIENT DEBT SERVICE COVERAGE: The affirmation of the ratings
reflects the 2014 debt service coverage ratios (DSCRs) of 1.41x,
1.09x, and 1.05x, respectively.  While 2014 DSCRs are higher than
what was initially projected by Fitch in early 2014 based on
annualized data, they are lower than 2013 DSCRs of 1.47x, 1.14x,
and 1.07x.

VOLATILE BAH: Basic Allowance for Housing (BAH) rates increased
8.91% in 2015 which should provide the project with higher revenues
this year.  This followed a 5.77% decrease in 2014, a 5.25%
increase in 2013, and a 1.36% decrease in 2012.  The Negative
Outlook primarily reflects the volatility in BAH rates and DSCRs in
recent years.

HIGH TURNOVER LEVELS: The project continues to experience high
turnover levels as a result of deployments which puts negative
pressure on operating expenses and occupancy rates.

OCCUPANCY DIP: The project's occupancy dipped to 92.1% in February
2015 due to a deployment of a carrier battle group.  The average
occupancy for 2014 was 96%.

ABSENCE OF CASH RESERVE: The absence of a cash-funded debt service
reserve fund detracts from bondholder security for all classes of
bonds; however, the Class III bonds are most vulnerable to this.

RATING SENSITIVITIES

BAH DECREASE: Future annual declines in BAH rates for the Norfolk
area could impact DSC and put negative pressure on the ratings.

DECREASED OCCUPANCY AND/OR INCREASED EXPENSES: Management's
inability to maintain high occupancy levels and control operating
expenses could put negative pressure on the ratings.

UNPLANNED DEPLOYMENTS: Deployments that may occur outside of the
planned schedule may put negative pressure on net operating income
and DSCRs due to high turnover beyond what is normally expected.

CREDIT PROFILE

BASE INFORMATION

Hampton Roads/Norfolk Naval Complex (HRNC), located in southeastern
Virginia about 90 miles from Richmond and 185 miles from
Washington, D.C., is the largest naval base in the world.  It
covers approximately 4,631 acres.  HRNC consists of a number of
installations primarily located in the Norfolk and Sewells Point
areas and extends to sites in Norfolk, Virginia Beach, Suffolk,
Chesapeake, Portsmouth, Hampton, and Newport News.  HRNC is
surrounded by many navy installations such as Naval Weapons Station
Yorktown/Cheatham Annex, Little Creek Naval Amphibious Base,
Norfolk Naval Shipyard, Naval Air Station Oceana/Dam Neck Annex,
and Naval Security Group Activity Northwest.

PROJECT OVERVIEW

The housing project located on Norfolk Naval Complex base in
Virginia (known as Hampton Roads) provides apartment residences for
single (i.e. unaccompanied) U.S. Navy enlisted personnel. Hampton
Roads provide 1,189 two-bedroom, two-bath apartments, each with a
kitchen and living room.  In addition to the new units, existing
housing facilities were renovated to provide another 39 units.

DEBT SERVICE COVERAGE

The project finished 2014 with DSCRs of 1.41x, 1.09x, and 1.05x,
respectively.  While 2014 DSCRs are higher than initially projected
in early 2014, they are lower than 2013 DSCRs of 1.47x, 1.14x, and
1.07x.  Based on annualized numbers from January and February 2015
data, the project is projected to finish 2015 with DSCRs of 1.57x,
1.21x, and 1.16x, respectively, if all factors remain equal.  These
higher ratios are primarily driven by the increased BAH rates for
2015.

Fitch views unaccompanied military housing projects as having more
risk than military family housing projects given the varied profile
of the respective tenant bases.  Unaccompanied housing projects
tend to be subject to higher levels of physical wear and higher
annual turnover which leads to higher operating expenses.
Therefore, Fitch expects that the DSCRs for an unaccompanied
project will be higher than those of military family housing
transactions at the same rating level.

PROJECT OCCUPANCY LEVELS

The project experienced a dip in occupancy during February 2015 due
to the deployment of a carrier battle group.  The average occupancy
in 2014, which also experienced a dip in occupancy due to a
deployment in early 2014, was 96%.  Management reports that
occupancy has improved to 95.4%.  Fitch believes that project
management will continue to be challenged by the potential for
future deployments and the need to reoccupy units.

BAH RATES

BAH rates increased 8.91% in 2015. This followed a 5.8% decrease in
2014, a 5.25% increase in 2013, and a 1.36% decrease in 2012. The
volatility in BAH rates in recent years, and its corresponding
effect on DSCRs, is the primary reason for the Negative Outlook.
BAH rates for 2015 are 19% greater than BAH rates at bond issuance
(2007), which is greater than the original pro forma 10% increase
assumption.

BRAC RISK

The first Base Realignment and Closure Commission (BRAC)
recommendations were made in 1988, and U.S. Navy facilities in and
around Hampton Roads were not included in any of the commission's
recommendations.  However, since the second BRAC review in 1991 and
recommendations made in 1993, 1995, and 2005, the BRAC Commission
has proposed to relocate Navy activities, ships, personnel,
operations, and infrastructure to HRNC.

It is clear from a review of the Navy's recommendations to the BRAC
Commission and the BRAC Commission's recommendations to the
President since 1988 that the HRNC, including the Naval Shipyard,
Norfolk, Naval Station, Norfolk, Naval Air Station, Oceana, Naval
Amphibious Base, Little Creek, Naval Weapons Station, Yorktown, and
the related operations and infrastructure in around them are vital
to the U.S. Navy.  None of these key facilities have been
recommended for closure by the Navy.  Consequently, Fitch expects
that HRNC will continue to serve the U.S. Navy and retain its
status as the largest naval complex in the world for the
foreseeable future.

DEBT SERVICE RESERVE FUND

The bonds have a debt service reserve fund whereby AMBAC serves as
the surety bond provider sized at maximum annual debt service.
Fitch does not assign any value to the AMBAC surety bond and the
ratings reflect this fact.  In addition, there is an excess
collateral agreement in place in the amount of $6.5 million which
acts as a line of credit to the project from Merrill Lynch (rated
'A/F1'; Outlook Negative by Fitch) with a wrap from AIG (rated
'A-'; Outlook Positive).  At this time, the surety bond and excess
collateral agreement providers have had their creditworthiness
downgraded or withdrawn completely since the issuance of the bonds.
As a result, Fitch no longer gives any credit in the analysis to
those agreements.

PROJECT MANAGEMENT

Hampton Roads LLC is managed by American Campus Communities, Inc.
(ACC).  ACC has traditionally managed student housing properties
and currently has 200 properties with approximately 130,000 student
housing beds under its management.  The Hampton Roads properties
are the first arrangement where ACC is acting as manager for a
military housing project.



INERGETICS INC: Expects $2 Million Total Revenue for 2014
---------------------------------------------------------
Inergetics provided preliminary unaudited results of operations
that it expects to report for the full fiscal year ended Dec. 31,
2014, prior to the completion of the annual audit by the company's
external auditor.

On a preliminary basis for the year ended Dec. 31, 2014, the
company expects:

  * Total revenue generated from the sales of Surgex, Bikini
    Ready, SlimTrim, OmEssentials and Martha Stewart Essentials to
    be $1,991,688, which reflects a more than 135% increase over
    the $847,834 of total revenue reported during the prior year
    ended Dec. 31, 2013.

  * Gross profit to be $520,354, up 113% as compared to $244,830
    in the prior year ended Dec. 31, 2013.

"In 2014 we continued to deliver on our growth strategy by
significantly increasing sales and distribution across our
portfolio of innovative nutritional health products," said Mike
James, CEO.  "As we launch Nulief, the first in our new line of
CBD-based nutritional supplements, we believe our expanding brand
portfolio will generate increasingly positive feedback from
increasing numbers of consumers and a growing range of retail
outlets."

Inergetics filed a Notice of Late Filing with the Securities and
Exchange Commission on March 30, 2015, to extend the deadline for
submission of its Annual 2014 Form 10-K.  Inergetics expects to
file the Form 10-K within the next 15 days.

Inergetics Media Contact

KARV Communications
Jonathan Leibowitz
(212) 333-0273
Inergetics@KARVCommunications.com

                         About Inergetics Inc.

Paramus, N.J.-based Inergetics, Inc., formerly Millennium
Biotechnologies Group, Inc., is a holding company for its
subsidiary Millennium Biotechnologies, Inc.  Millennium is a
research based bio-nutraceutical corporation involved in the field
of nutritional science.  Millennium's principal source of revenue
is from sales of its nutraceutical supplements, Resurgex Select(R)
and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which
serve as a nutritional support for immuno-compromised individuals
undergoing medical treatment for chronic debilitating diseases.
Millennium has developed Surgex for the sport nutritional market.
The Company's efforts going forward will focus on sales of Surgex
in powder, bar and ready to drink forms.

Inergetics reported a net loss applicable to common shareholders
of $5.74 million in 2013 following a net loss applicable to common
shareholders of $5.45 million in 2012.

As of Sept. 30, 2014, the Company had $2.16 million in total
assets, $15.8 million in total liabilities, $8.95 million in
preferred stock, and a $22.6 million total stockholders' deficit.


INTERPUBLIC GROUP: S&P Raises Corp. Credit Rating From 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on New York City-based Interpublic Group of Cos. Inc.
(IPG) to 'BBB-' from 'BB+'.  The outlook is stable.

Additionally, S&P raised its issue-level rating on the company's
senior unsecured debt to 'BBB-' from 'BB+'.  At the same time, S&P
is removing all ratings on the company from CreditWatch, where it
placed them with positive implications on Feb. 23, 2015.

"The upgrade reflects our expectation that current operating trends
will continue for at least the next two years and that the company
will maintain adjusted EBITDA margins above 17.5% in 2015, the
midpoint of the 15%-20% range that we consider average for the
industry, and adjusted leverage in the low-2x area," said Standard
& Poor's credit analyst Naveen Sarma.

The stable outlook reflects S&P's expectation that leverage will
remain below the low-2x area.

S&P could lower the rating if organic revenue growth declines,
leading to contracting profitability, negative cash flow, and
adjusted leverage rising to the high-2x area.  Also, S&P could
lower the rating if the company revises its financial policy,
specifically taking on incremental debt to fund return of capital
to shareholders.

Although unlikely over the next 12 months, S&P could raise the
rating if the company strengthens its business risk profile while
maintaining adjusted leverage below 2x.  This could occur if the
company expands its operating capabilities while managing its costs
and maintaining or improving its margins.



JAMES ALBERT D'ANGELO: Equitable Lien Order Affirmed
----------------------------------------------------
The United States District Court for the Eastern District of
Pennsylvania affirmed the Bankruptcy Court's Order of February 21,
2014, in the case docketed as IN THE MATTER OF JAMES ALBERT
D'ANGELO, SR., and CAROLYN MARIE D'ANGELO CIVIL ACTION NO. 14-2084,
BANKRUPTCY NO. 11-14926.

District Judge Jan E. DuBois agreed with the Bankruptcy Court that
the April 11, 2011 Equitable Lien Order, which granted an equitable
lien in favor of J.P. Morgan Chase Bank ("JPM"), did not transfer
debtors' interest in property, and that the debtors have thus
failed to state a claim warranting avoidance of the equitable lien.
Judge DuBois also ruled that since the issue of newly discovered
fraud was not raised by the Debtors before the Bankruptcy Court,
such issue could no longer be considered by the Court on Appeal and
is deemed waived.

The D'Angelos filed for bankruptcy following a dispute regarding
property previously owned by debtors in Doylestown, Pennsylvania,
on which JPM sought to foreclose in state court.  The Debtors
previously owned real estate located at 102 Pickwick Drive in
Doylestown, Pennsylvania.  A mortgage on the Doylestown property,
dated August 11, 2005, secured a note of $1,462,500. Through a
series of assignments, JPM became the mortgage holder and, on July
3, 2006, filed a foreclosure action in the Court of Common Pleas of
Bucks County.

The Debtors opposed the foreclosure proceedings, asserting that the
mortgage and note, in addition to several other mortgages, were
invalid because they were forged by James D'Angelo, Junior, Mr.
D'Angelo's son.  The Debtors sought a declaratory judgment in the
Court of Common Pleas that the note and mortgage were invalid, void
or otherwise unenforceable due to D'Angelo Junior's forgery.  The
declaratory judgment action was consolidated with the foreclosure
action in the Court of Common Pleas.

On April 11, 2011, the Court of Common Pleas granted partial
summary judgment to JPM and imposed an equitable lien of
$1,339,387.30, effective August 11, 2005, against the Doylestown
property.  The equitable lien was awarded because one of debtors'
prior mortgages was satisfied when D'Angelo Junior obtained the
allegedly fraudulent August 11, 2005 mortgage, which was later
assigned to JPM.  The Debtors acknowledge that the original
mortgage that was satisfied was valid and enforceable.

That same day, debtors filed a Chapter 13 bankruptcy petition in
the United States Bankruptcy Court for the Eastern District of
Pennsylvania.  That proceeding was later converted to a Chapter 11
proceeding, with the debtors asserting the rights of a bankruptcy
trustee as "debtors-in-possession."

On April 9, 2012, debtors filed a Complaint in Bankruptcy Court, in
which they sought to invalidate JPM's interests in the Doylestown
property and to avoid the equitable lien, pursuant to 11 U.S.C.
Sec. 544(a) and (b).  On July 19, 2012, the Bankruptcy Court
dismissed, in part, the Adversary Proceeding, without prejudice.
The Debtors subsequently appealed to the District Court.

While the Debtors' appeal was pending, on August 17, 2012, they
commenced another adversary proceeding, in which they sought to
avoid as a preferential transfer pursuant to 11 U.S.C. Sec. 547 the
equitable lien against their former residence. The Bankruptcy Court
subsequently consolidated both adversary proceedings. The
proceeding remained in suspense during the Debtors' then-pending
appeal before the District Court.

By Order dated March 20, 2013, the District Court affirmed the
Bankruptcy Court's dismissal of the Debtors' claim to avoid the
equitable lien against their residence pursuant to Sec. 544(a) and
(b), and held that the Bankruptcy Court properly concluded that it
was barred by the Rooker-Feldman doctrine from disturbing the state
court's equitable lien order.

On May 17, 2013, the Debtors filed a Second Amended Complaint,
containing nine counts. JPM filed a Motion to Dismiss Second
Amended Adversary Complaint and for Abstention on June 3, 2013. At
the end of a hearing addressing the Motion, held on July 2, 2013,
the Bankruptcy Court dismissed Counts One through Eight of the
Amended Complaint as restatements of claims subject to the
Bankruptcy Court's previous dismissal memorandum. However, the
court took Count Nine, in which debtors assert that the April 11,
2011 equitable lien order is avoidable pursuant to 11 U.S.C. Sec.
547(b), under advisement.

On February 21, 2014, the Bankruptcy Court dismissed with prejudice
Count Nine, the only remaining count of the Amended Complaint, and
granted JPM's Motion to Dismiss in its entirety.  The Debtors
appealed that decision to the District Court.

A copy of Judge DuBois' Memorandum dated on April 2, 2015, is
available at http://is.gd/PAFfh4from Leagle.com.

DAVID A. SCHOLL & JOHN L. WALFISH, Attorneys for
Plaintiffs-Appellants and Debtors-in-Possess. JAMES ALBERT
D'ANGELO, SR. and CAROLYN MARIE D'ANGELO

ANNE MARIE AARONSON -- aaaronson@dilworthlaw.com -- DILWORTH PAXSON
LLP., Attorney for Defendant JP MORGAN CHASE BANK, NATIONAL
ASSOCIATION

UNITED STATES TRUSTEE, Trustee, Pro Se.


LEE STEEL: Intends to Pay $1.1MM to Critical Vendors
----------------------------------------------------
Lee Steel Corp. and its affiliated debtors ask the Bankruptcy Court
for permission to pay certain undisputed prepetition obligations of
vendors critical to the Debtors' operations.

The Debtors estimate that as of the Petition Date, the total
outstanding amount owed to the critical vendors is $1.1 million.
The proposed critical vendors and the amount the Debtors propose to
pay each critical vendor are as follows:

                                                 Approximate
      Proposed Critical Vendor               Amounts to Be Paid
      ------------------------               ------------------
      AK Steel                                      $340,000
      Kenwal Steel Corp. & Kenwal Pickling LLC       $35,000
      Nissan North America, Inc.                     $50,000
      Northstar Bluescope                           $510,000
      Steel Dynamics                                $120,000

The Debtors will condition payment of the critical vendor claims on
the agreement of each individual critical vendor to continue
supplying goods to Lee Steel on terms that are identical or more
favorable to the Debtors as the most favorable trade terms in the
six months prior to the Petition Date.

                         About Lee Steel

Lee Steel Corp. is in the business of providing a full range of
flat rolled steel, including hot rolled steel, cold rolled steel,
and exposed coated products for automotive and other manufacturing
industries.  Lee Steel operates from special purpose facilities
located in Romulus, Michigan and Wyoming, Michigan.  The corporate
headquarter are located in Novi, Michigan.

On April 13, 2015, Lee Steel and 2 affiliated companies -- Taylor
Industrial Properties, L.L.C., and 4L Ventures, LLC -- each filed a
Chapter 11 bankruptcy petition in Detroit, Michigan (Bankr. D.
Del.).  The cases have been assigned to Judge Marci B McIvor.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes, with all pleadings to be maintained on the
case docket at Case No. 15-45784.

The Debtors have tapped McDonald Hopkins PLC as counsel; Huron
Business Advisory, as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

Lee Steel estimated $10 million to $50 million in assets and $50
million to $100 million in debt as of the bankruptcy filing.

The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.


LEE STEEL: Proposes Epiq as Claims & Noticing Agent
---------------------------------------------------
Lee Steel Corp. and its affiliated debtors ask the Bankruptcy Court
for approval to employ Epiq Bankruptcy Solutions, LLC, as their
noticing, claims and balloting agent.

The Debtors anticipate that there could be in excess of 125 parties
in interest in the Chapter 11 cases.  Therefore, it appears that
the noticing of court papers would be unduly time consuming and
burdensome for the Debtors and the Clerk's Office.

Epiq agreed to a $15,000 retainer.

As claims agent, Epiq will charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical/Administrative Support               $30 to $45
Case Manager                                  $60 to $90
IT/ Programming                               $70 to $115
Senior Case Manager/Consultant                $85 to $155
Consultant/ Senior Consultant                $145 to $185
Director/Vice President                          $190
Executive Vice President                         $200

For its noticing services, Epiq will waive fees for e-mail noticing
and fax noticing services.  For database maintenance, the firm will
charge $0.10 per record per month.  Epiq won't charge anything for
online claim filing services.  The firm's call center operator will
charge at the standard hourly rates.

                         About Lee Steel

Lee Steel Corp. is in the business of providing a full range of
flat rolled steel, including hot rolled steel, cold rolled steel,
and exposed coated products for automotive and other manufacturing
industries.  Lee Steel operates from special purpose facilities
located in Romulus, Michigan and Wyoming, Michigan.  The corporate
headquarter are located in Novi, Michigan.

On April 13, 2015, Lee Steel and 2 affiliated companies -- Taylor
Industrial Properties, L.L.C., and 4L Ventures, LLC -- each filed a
Chapter 11 bankruptcy petition in Detroit, Michigan (Bankr. D.
Del.).  The cases have been assigned to Judge Marci B McIvor.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes, with all pleadings to be maintained on the
case docket at Case No. 15-45784.

The Debtors have tapped McDonald Hopkins PLC as counsel; Huron
Business Advisory, as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

Lee Steel estimated $10 million to $50 million in assets and $50
million to $100 million in debt as of the bankruptcy filing.

The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.


LEE STEEL: Wants Until May 11 to File Schedules & Statements
------------------------------------------------------------
Lee Steel Corp. and its affiliated debtors ask the Bankruptcy Court
to extend by 14 days, or until May 11, 2015, the deadline to file
their schedules of assets and liabilities and statements of
financial affairs.

Stephen M. Gross, Esq., at McDonald Hopkins PLC, in Bloomfield,
Michigan, explains that the Debtors have 125 or more potential
creditors.  In addition, given the size and complexity of their
businesses and the fact that many prepetition invoices have not yet
been received or entered into the Debtors' financial accounting
systems, the Debtors had had not the opportunity to gather the
necessary information to prepare and file the Schedules and
Statements.

                         About Lee Steel

Lee Steel Corp. is in the business of providing a full range of
flat rolled steel, including hot rolled steel, cold rolled steel,
and exposed coated products for automotive and other manufacturing
industries.  Lee Steel operates from special purpose facilities
located in Romulus, Michigan and Wyoming, Michigan.  The corporate
headquarter are located in Novi, Michigan.

On April 13, 2015, Lee Steel and 2 affiliated companies -- Taylor
Industrial Properties, L.L.C., and 4L Ventures, LLC -- each filed a
Chapter 11 bankruptcy petition in Detroit, Michigan (Bankr. D.
Del.).  The cases have been assigned to Judge Marci B McIvor.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes, with all pleadings to be maintained on the
case docket at Case No. 15-45784.

The Debtors have tapped McDonald Hopkins PLC as counsel; Huron
Business Advisory, as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

Lee Steel estimated $10 million to $50 million in assets and $50
million to $100 million in debt as of the bankruptcy filing.

The Chapter 11 plan and disclosure statement are due by Aug. 11,
2015.


LEHR CONSTRUCTION: Trustee's Suit v. Former Employee Dismissed
--------------------------------------------------------------
Bankruptcy Judge Sean H. Lane grants Defendant Peter Gifford's
motion to dismiss Plaintiff Trustee's complaint against him in the
case captioned JONATHAN L. FLAXER, not individually but solely in
his capacity as Chapter 11 trustee for Lehr Construction Corp.,
Plaintiff, v. PETER GIFFORD, PAUL McQUILLAN, LISA FAHEY, KEVIN
McNICHOLAS, AND SANDOR FRANKEL P.C. f/k/a/ FRANKEL & ABRAMS,
Defendants, CASE NO. 11-10723 (SHL), ADV. NO. 13-01261 (SHL).

The Court, in granting the Defendant's Motion to Dismiss, found
that the faithless servant claim alleged by Plaintiff Trustee
against the Defendant, is barred by the in pari delicto doctrine.

The Chapter 11 Trustee alleges that Gifford, a Lehr employee,
participated in a scheme to overbill Lehr's customers and must
return compensation paid to him by Lehr. Gifford argues that Lehr
instructed him to carry out the acts in question, and that the
Trustee's claims are barred by the in pari delicto doctrine because
Lehr was at least equally culpable for the overbilling scheme.

A copy of Judge Lane's April 3, 2015 Memorandum of Decision is
available at http://is.gd/k8O7OEfrom Leagle.com.  

Douglas L. Furth, Esq., By: Dallas L. Albaugh, Esq., Michael S.
Weinstein, Esq. -- mweinstein@golenbock.com -- Michael S. Devorkin,
Esq. -- mdevorkin@golenbock.com -- Jonathan L. Flaxer, Esq. --
jflaxer@golenbock.com -- Daniel N. Zinman, Esq., GOLENBOCK EISEMAN
ASSOR BELL & PESKOE LLP, New York, NY, Counsel for Jonathan L.
Flaxer, Chapter 11 Trustee for Lehr Construction Corp.

Joseph Aronauer, Esq. -- jaronauer@aryllp.com -- ARONAUER, RE &
YUDELL, LLP, New York, NY, Counsel for Peter Gifford.

                      About Lehr Construction

New York-based Lehr Construction Corp. was founded in 1979.  It
specializes in interior construction and serves clients mainly
throughout the New York metropolitan area.  It serves as
construction manager and general contractor for its clients.

Lehr filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 11-10723) on Feb. 21, 2011.  James A. Beldner, Esq., at
Cooley LLP, serves as the Debtor's bankruptcy counsel.  The Debtor
estimated its assets and debts at $10 million to $50 million.  Rust
Consulting/Omni Claims Agent serves as claims and noticing agent.

Jonathan Flaxer is the Chapter 11 Trustee for Lehr Construction.
He is represented by Douglas L. Furth, Esq., at Goldenbock Eiseman
Assor Bell & Peskoe LLP, in New York.  Wolf Haldenstein Adler
Freeman & Hertz serves as conflicts counsel to the trustee.
Marotta Gund Budd & Dzera, LLC, serves as trustee's financial
advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
creditors to serve on the Official Committee of Unsecured Creditors
in the Debtor's case.  Fred Stevens at Klestadt & Winters, LLP
represents the Committee.


LEVEL 3 FINANCING: Fitch Rates Proposed Sr. Unsecured Notes 'BB'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR2' issue rating to Level 3
Financing, Inc.'s (Level 3 Financing) proposed issuance of senior
unsecured notes due 2023 and 2025.  Level 3 Financing is a wholly
owned subsidiary of Level 3 Communications, Inc. (LVLT).  The
Issuer Default Rating (IDR) for both LVLT and Level 3 Financing is
'B+' with a Positive Rating Outlook.  LVLT had approximately $11.3
billion of consolidated debt outstanding on Dec. 31, 2014.

Proceeds from the senior note offering along with cash on hand are
expected to be used to redeem the entire principal amount
outstanding under Level 3 Financing's 8.125% senior notes due 2019.
The notes had approximately $1.2 billion of principal outstanding
as of Dec. 31, 2014.  The new notes will rank pari passu with Level
3 Financing's existing senior unsecured indebtedness.  Outside of
the extension of the company's maturity profile and an expected
reduction of interest expense related to this transaction, LVLT's
credit profile has not substantially changed.

KEY RATING DRIVERS

   -- LVLT remains committed to operate within its 3x to 5x net
      leverage target.  The enhanced scale and ability to generate

      meaningful free cash flow (FCF) resulting from the TW
      Telecom, Inc. (TWTC) acquisition reinforces Fitch's
      expectation for further strengthening of LVLT's credit
      profile.

   -- The TWTC acquisition increases LVLT's scale and focus on
      high-margin enterprise account revenues while increasing the

      company's overall competitive position and ability to
      capture incremental market share;

   -- The acquisition is clearly in line with LVLT's strategy to
      shift its revenue and customer focus to become a
      predominantly enterprise-focused entity.

   -- The company is poised to generate sustainable levels of free

      cash flow (FCF; defined as cash flow from operations less
      capital expenditures and dividends).  Fitch anticipates LVLT

      FCF generation will grow to nearly 10% of revenues by year-
      end 2016 on a pro forma basis.

   -- The operating leverage inherent within LVLT's business model

      positions the company to expand both gross and EBITDA
      margins.

Consolidated leverage, pro forma for the TWTC acquisition is 4.7x
before consideration of any operating cost synergies and declines
to 4.3x after factoring in $200 million of anticipated operating
cost synergies.  LVLT leverage increased to 6.0x on an actual basis
as of Dec. 31, 2014 as a result of the effect of acquisition
financing.  Fitch continues to expect LVLT's credit profile will
strengthen as the company benefits from anticipated EBITDA growth,
FCF generation and cost synergies related to the TWTC acquisition.

The TWTC acquisition improves LVLT's ability to generate consistent
levels of FCF.  Fitch anticipates LVLT FCF generation will grow to
nearly 10% by year-end 2016 on a pro forma basis.  The company has
generated approximately $251 million of FCF through the LTM ended
Dec. 31, 2014.  Fitch believes the company's ability to grow
high-margin core network services (CNS) revenues coupled with the
strong operating leverage inherent in its operating profile
position the company to generate consistent levels of FCF.

The TWTC acquisition is in line with LVLT's strategy to shift its
revenue and customer focus to become a predominately
enterprise-focused entity.  TWTC's strong metropolitan network
supports LVLT's overall strategy.  Pro forma for the transaction,
LVLT's revenue from enterprise customers increases to 71% of total
CNS revenue from 68%.  From a regional perspective North America
CNS revenue would increase to 79% of total CNS revenue, up from
approximately 73%.

LVLT's network capabilities, in particular its strong metropolitan
network, along with a broad product and service portfolio
emphasizing IP-based infrastructure and managed services provide
the company a solid base to grow its enterprise segment revenues.
Fitch believes that revenue growth prospects within LVLT's CNS
segment stand to benefit from the transition among enterprise
customers from legacy time division multiplexing (TDM)
communications infrastructure to Ethernet or IP VPN infrastructure
based on Internet protocol.

Fitch believes that LVLT's liquidity position is adequate given the
rating, and that overall financial flexibility is enhanced with
positive FCF generation.  The company's liquidity position is
primarily supported by cash carried on its balance sheet which as
of Dec. 31, 2014 totaled approximately $517 million, and expected
FCF generation.  LVLT does not maintain a revolver, which limits
its financial flexibility in Fitch's opinion.  LVLT's maturity
profile is manageable within the context of free cash flow
generation expectations and access to capital markets.  As
expected, LVLT converted approximately $333 million outstanding
principal remaining on its 7% convertible senior notes due 2015
into approximately 12 million shares of LVLT common stock.  The
company does not have material scheduled maturities during the
remainder of 2015 and, the next scheduled maturity is not until
2018 when approximately $300 million of debt is scheduled to
mature.

RATING SENSITIVITIES

What Could Lead to a Positive Rating Action:

   -- Consolidated leverage maintained at 4x or lower;
   -- Consistent generation of positive FCF, with FCF-to-adjusted
      debt of 5% or greater;
   -- Positive operating momentum characterized by consistent core

      network service revenue growth and gross margin expansion.

What Could Lead to a Negative Rating Action:

   -- Weakening of LVLT's operating profile, as signaled by
      deteriorating margins and revenue erosion brought on by
      difficult economic conditions or competitive pressure;

   -- Discretionary management decisions including but not limited

      to execution of merger and acquisition activity that
      increases leverage beyond 5.5x in the absence of a credible
      de-leveraging plan.



LEVEL 3 FINANCING: Moody's Rates New $1.2BB Unsecured Notes B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Level 3
Financing, Inc.'s (Financing) new $1.2 billion senior unsecured
notes. Financing is a wholly-owned subsidiary of Level 3
Communications, Inc. (Level 3), the guarantor of the notes. Level
3's B2 corporate family rating and B2-PD probability of default
rating remain unchanged, and its speculative grade liquidity rating
remains unchanged at SGL-2 (good liquidity). The ratings outlook
remains stable. Proceeds from the new issue, with cash on hand,
will be used to repay a similar amount of the company's senior
unsecured 8.125% notes issued by Level 3 Financing Inc. which
mature July 2019.

Issuer: Level 3 Financing, Inc.

  -- Senior Unsecured Bond/Debenture, assigned B3 (LGD5)

Level 3's B2 CFR reflects Moody's expectation of positive free cash
flow of between $250 million and $300 million in 2016 and,
inclusive of debt which was converted to equity in March 2015, a
decline in leverage to 4.8x (Moody's adjusted) by the end of 2016.
With positive momentum from enhanced scale and capabilities
resulting from the tw telecom acquisition and from the 2011
acquisition of Global Crossing Limited, Level 3 has a sound
business proposition as a facilities-based provider of optical,
Internet protocol telecommunications services for business
enterprises. However, the company must execute the successful
integration of tw telecom's assets in order to achieve the
projected improvement in its credit profile, which Moody's believes
will begin to become apparent in Level 3's financial results over
the next few quarters.

The stable outlook reflects Moody's expectation of the successful
integration of acquired assets, consistent margins, positive free
cash flow and leverage improving to 4.8x by 2016.

The rating could be upgraded if leverage is on track to reach 4.5x
and free cash flow to debt approaches 5% amidst solid industry
fundamentals and tangible progress integrating tw telecom. The
rating could be downgraded if leverage remains near or above 5.5x
or if free cash flow approaches close to or below zero. Also,
negative ratings pressure could develop if industry fundamentals or
liquidity deteriorate or if Level 3 experiences elevated churn and
setbacks related to the integration of tw telecom.

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.


LEVEL 3 FINANCING: S&P Rates Proposed $1.2BB Unsecured Notes 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '6' recovery rating to Broomfield, Colo.-based global
telecommunications provider Level 3 Communications Inc.'s proposed
$1.2 billion aggregate senior unsecured notes due 2023 and 2025.
The '6' recovery rating reflects S&P's expectation for negligible
(0%-10%) recovery in the event of a payment default.  The company's
wholly-owned subsidiary, Level 3 Financing Inc., will issue the
notes.  Proceeds from the notes will be used to redeem the
company's $1.2 billion 8.125% senior notes due 2019.

S&P's 'BB-' corporate credit rating and stable outlook on Level 3
Communications remain unchanged.  The proposed transaction will not
have an impact on key credit measures, including adjusted leverage,
which S&P expects to be in the low- to mid-4x area in 2015,
modestly down from 4.5x in 2014, and funds from operations to debt
will be in the 15%-17% range, up from 13% in 2014.  S&P expects
free operating cash flow will improve as a result of the
transaction because of lower interest expense.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating                 BB-/Stable/--

New Rating

Level 3 Financing Inc.
Senior Unsecured
$1.2 bil. notes due 2023 and 2025       B
  Recovery Rating                        6



MARC SPIZZIRRI: Postjudgment Orders in Suit v. Mach-1 Reversed
--------------------------------------------------------------
The Court of Appeals of California, Fourth District, Division
Three, reversed a trial court's postjudgment orders in the appealed
case docketed as MARC SPIZZIRRI, Plaintiff and Appellant, v. MACH-1
AUTOGROUP, et al., Defendants and Respondents, NO. G049378.

The action arises after multiple failed sale attempts of a Honda
dealership owned by Family Investment Company, Inc.  Following a
bench trial, the court ruled the prospective buyer MACH-1 Autogroup
breached the final sales agreement. The court determined FIC was
not entitled to damages and held FIC's shareholder, Marc Spizzirri,
was obligated to return over $1.5 million in deposits Mach-1 placed
into escrow. This ruling was based on the court's determination the
parties' operative agreement consisted of two separate agreements,
one of which contained a provision obligating FIC to return the
deposits. The court determined a contrary provision waiving return
of the deposits, contained in the second agreement, was not
controlling. For reasons discussed at length in the FIC opinion,
the court's ruling cannot be upheld and the matter must be remanded
and retried.

Following the judgment, Mach-1 discovered Spizzirri was a member of
a limited liability company, Auto Orange II, and it was in the
process of selling property. While the assets of a LLC are not
subject to execution on a judgment, a member's interest in the LLC
may be reached by a charging order. On January 30, 2013, Mach-1
filed a motion for a charging order. It also filed an ex parte
application for an order to stop the release of escrow funds from
the LLC's pending sale of assets to be released before the hearing.
The court granted the ex parte application and issued a charging
order.

The charging order created a lien on Spizzirri's interest in the
LLC which Mach-1 could seek foreclosure at any time.  The court set
a foreclosure sale for May 17, 2013. At the hearing, Spizzirri
claimed he owned only 99% of Auto Orange II, and his wife, Candice
Spizzirri owned the remaining 1%. The court accepted Mach-1's bid
of $1,000 for Spizzirri's economic interest in Auto Orange II.
There were no other bidders.

Mach-1 next sought and succeeded on September 6, 2103, in obtaining
a charging order against Candice Spizzirri's 1% interest in Auto
Orange II.  The court set a foreclosure hearing for October 4,
2013. Spizzirri filed a petition for Chapter 11 bankruptcy. The
court decided the issue of foreclosure should be addressed in the
bankruptcy court.

The court set a bankruptcy status conference for November 1, 2013.
A few days before the hearing, Mach-1 filed a report stating it
should be granted management rights over Auto Orange II because
Candice Spizzirri's interest was community property that was
already transferred to Mach-1 when it purchased her husband's
interest at the foreclosure sale. The court agreed, holding, "The
[c]ourt finds it appropriate that the management and control of
[Auto Orange II] be given to Mach-1 effective immediately."

Justice O'Leary, in his Opinion dated April 3, a copy of which is
available at http://is.gd/rRPh09from Leagle.com, held that the
judgment subject of the postjudgment proceedings was separately
appealed from and the Court reversed the judgment in its
concurrently filed opinion in Family Investment Company, et. al. v.
Mach-1 Autogroup, et al., (April 3, 2015, G047783). The trial
court's postjudgment orders were nullified and reversed, as the
judgment was vacated.

Law Office of Frank W. Battaile and Frank W. Battaile --
F.Battaile@BattaileLaw.com -- for Plaintiff and Appellant.

Gittler & Bradford and Stephen H. Marcus -- smarcus@gblaw.net --
Wolff Law Corporation and Joshua M. Wolff -- jwolff@wolff-law.com
-- for Defendants and Respondents.


MUD KING: To Present Plan for Confirmation on April 21
------------------------------------------------------
Mud King Products, Inc., is slated to seek confirmation of its
Chapter 11 reorganization plan on April 21 at 2 p.m. at 515 Rusk,
in Courtroom 403, Houston, Texas 77002.

U.S. Bankruptcy Judge Karen K. Brown on March 12, 2015, signed an
agreed order approving the disclosure statement explaining the
Debtor's Second Amended Chapter 11 Plan.  All creditors entitled to
vote on the Plan were required to cast ballots by April 13.
Objections to confirmation were also due April 13.

The Debtors on March 13 filed a Second Amended Disclosure
Statement.  According to the document, the Debtor has a strong core
business and intends to reorganize around that business, which,
together with certain other operational improvements, is expected
to be the basis for a viable reorganization plan.

Generally, if the Plan is confirmed by the Bankruptcy Court and
consummated, (1) Administrative Claims will be paid in cash in
full; (2) Priority Claims will be paid in full in cash when due;
(3) Allowed Claims of Ad Valorem taxing authorities shall be paid
when due; (4) Allowed Secured Claim of Ford Motor Credit will be
paid pursuant to its contractual terms; (5) Allowed Claims of
$50,000 or less will be paid in cash in full; (6) Allowed Claims of
NOV shall be in full within five days from the Effective Date, with
the Allowed NOV Liability Claim paid with interest at the rate of
5% per annum; (7) Allowed Claims of Dezhou and Oilman shall be paid
in full, without interest, in equal monthly installments, over a
period of 18 months; (8) Allowed Claims of Petroquipt will be paid
in full, without interest, in equal monthly installments, over a
period of 36 months; and (9) Allowed Employee Indemnification
Claims, if any, will be paid in full in cash when matured.  Holders
of Equity Interests will retain the Equity Interests held on the
date of the filing of the bankruptcy case.

A copy of the Second Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/Mud_KIng_2nd_Am_DS.pdf

                       About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MURRAY ENERGY: S&P Assigns 'B+' Rating on Proposed $1.7BB Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating (the same as the corporate credit rating) to St.
Clairsville, Ohio-based Murray Energy Corp.'s proposed $1.7 billion
five-year term loan and $300 million two-year term loan. S&P
assigned the term loans a '3' recovery rating, which indicates
S&P's expectation for meaningful (50% to 70%; high end of the
range) recovery in the event of a payment default.  (The term loans
replace a single $1.7 billion term loan offering rated 'BB-' on
March 24, 2015, as part of an earlier iteration of this
transaction.)

S&P also lowered its rating on the company's senior secured debt to
'B+' from 'BB-' and revised the recovery rating on the debt to '3'
from '2', indicating S&P's expectation of meaningful recovery (high
end of the 50% to 70% range) in the event of a payment default.
S&P's 'B-' issue-level rating on the company's proposed $1.3
billion second-lien notes (upsized from $860 million) remains
unchanged.  The recovery rating on the notes is '6', indicating
S&P's expectation of negligible recovery (0% to 10%) in the event
of a payment default.  The corporate credit rating is unchanged at
'B+' with a stable outlook.

The company will use proceeds of this transaction to fund the
acquisition of a stake in Foresight Energy L.P., refinance some of
the company's existing debt, and fund various other
transaction-related fees and expenses.

RATINGS LIST

Murray Energy Corp.
Corporate Credit Rating                     B+/Stable/--

Downgraded/Recovery Rating Revised
                                             To         From

Murray Energy Corp.

Senior Secured 1st-lien                      B+         BB-
Recovery Rating                             3H         2H

New Ratings

Murray Energy Corp.
$1.7 billion five-year term loan            B+
  Recovery Rating                            3H
$300 million two-year term loan             B+
  Recovery Rating                            3H

Unchanged

Murray Energy Corp.
Senior Secured 2nd-lien                      B-
  Recovery Rating                            6



MUSCLEPHARM CORP: Reaches Agreement in SEC Investigation
--------------------------------------------------------
MusclePharm Corporation has reached an agreement in principle with
the Securities and Exchange Commission to resolve an investigation.
Management believes that the terms of the agreement, if accepted,
would not have a material adverse effect on the Company's financial
condition or results of operations.

Brad Pyatt, the Company's chief executive officer, stated, "We are
pleased to have reached an agreement in principle with the SEC and
look forward to moving ahead with our business."

The SEC Commissioners must still approve the agreement, which was
made with the staff of the Enforcement Division of the Denver
Regional Office, and thus the terms are not final.

Brad Pyatt, the Company's chief executive officer, in his
individual capacity, has also reached an agreement with the Denver
Regional Office to resolve the investigation, which agreement is
also subject to approval by the SEC Commissioners.  The Company is
also aware that the SEC staff is considering the possibility of
proposing that the SEC Commissioners approve charges against
certain former officers, in their individual capacity, for
violations of the federal securities laws.  Under Nevada law, where
the Company is incorporated, the Company may have future
obligations to indemnify those individuals for expenses in
connection with those investigations and to advance funds to the
individuals for those expenses.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

MusclePharm Corporation reported a net loss of $13.8 million in
2014, a net loss of $17.7 million in 2013 and a net loss of $19
million in 2012.

As of Dec. 31, 2014, the Company had $66.4 million in total assets,
$43 million in total liabilities and $23.4 million in total
stockholders' equity.


NASSAU TOWER: Court Closes Chapter 11 Case
------------------------------------------
Judge Michael B. Kaplan has ordered the closing of the Chapter 11
case of Nassau Tower Realty, LLC.

The Clerk of Bankruptcy Court initially served a notice of
intention to close the case, but the Acting U.S. Trustee objected
to closing, citing unpaid statutory fees.  The parties have since
then resolved the objections.

The Bankruptcy Court's order, entered on March 30, 2015, provides
that:

  -- Without delay, the Debtor will file any and all outstanding
     quarterly or monthly operating reports on the electronic
     docket including but not limited to the first quarter 2015
     quarterly report, and will pay any and all statutory fees due

     and owing pursuant to 28 U.S.C. Section 1930(a)(6) to the
     Office of the United States Trustee.

  -- Should the Debtor fail to file reports or pay statutory fees,

     the case will be reopened.

                        About Nassau Tower

Bay Head, N.J.-based Nassau Tower Realty LLC filed for Chapter 11
relief (Bankr. D.N.J. Case No. 13-24984) on July 9, 2013.  The
Hon. Judge Michael B. Kaplan presides over the case.  Paul
Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli Warren,
P.C., represent the Debtor as counsel.  The Debtor estimated
assets of $10 million to $50 million and debts of $10 million to
$50 million.

The Debtor is the owner of 17 parcels of real estate.  It owns
13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in
Maine.  Most of the properties generate income in the form of
rents paid by tenants.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.

The Court confirmed the Debtor's Chapter 11 Plan on Sept. 18,
2014.



NICHOLS CREEK: Hearing on Bank's Dismissal Bid Moved to June 10
---------------------------------------------------------------
The hearing on Whitney Bank's motion to dismiss the Chapter 11 case
of Nichols Creek Development, LLC, has been rescheduled to June 10,
2015 10:00 a.m. at Jacksonville, FL - 300 North Hogan St. 4th Floor
Courtroom 4D.  The hearing was previously scheduled for May 22.

Whitney Bank, formerly known as Hancock Bank, is asking the
Bankruptcy Court to dismiss the Chapter 11 case, as a bad faith
filing; or in the alternative, grant relief from the automatic
stay.  Whitney Bank, as assignee of FDIC as receiver for People's
First Community Bank, said that the real property of the Debtor
subject to the mortgage is underdeveloped real property owned
located in Duval County, Florida.  Whitney Bank also said that the
Debtor is a single assets real estate with no hope or ability
proposing a viable, confirmable plan of reorganization.

Hawkins Avenue Corp., a secured creditor, and the Debtor are
opposing dismissal of the case.

As reported in the March 13 edition of the Troubled Company
Reporter, Hawkins Avenue avers the interests of the creditors of
the estate are better served by allowing the sale of the Property
to close and the proceeds of the sale to be held in trust, so that
the Court may later determine the priorities and amounts due the
respective parties.

The Debtor in opposing the dismissal, says Whitney Bank, formerly
cannot establish bad faith and is not entitled to relief under
Section 362 or Section 1112 of the Bankruptcy Code.  Additionally,
the Debtor said that there is a substantial equity cushion in the
property for Whitney and the property is not declining in value.
In fact, the Debtor notes that it agreed, subject to Court
approval, to sell the property for $14,900,000.

                      About Nichols Creek

Nichols Creek Development, LLC, sought Chapter 11 bankruptcy for
protection (Bankr. M.D. Fla. Case No. 14-04699) on Sept. 26, 2014,
in Jacksonville, Florida.  R.L. Mitchell signed the petition as
member manager.  

The Debtor owns 270+ acre parcel of river front real property
commonly known as 9595 New Berlin Road Court, Jacksonville,
Florida.  In its schedules, the Debtor said the property is valued
at $21.8 million and pledged as collateral to secured creditors
owed a total of $11.6 million.

The Debtor is under contract to sell the Property to a third party
for the gross sales price of $14.9 million.  The buyer has
deposited $75,000.00 in escrow and the sale is scheduled to close
March 23, 2015.

The Law Offices of Jason A. Burgess, LLC, serves as the Debtor's
counsel.



NW VALLEY: Combined Hearing on Plan Slated for May 21
-----------------------------------------------------
NW Valley Holdings LLC is slated to seek confirmation of its
reorganization plan and approval of the explanatory disclosure
statement on May 21, 2015.

Judge August B. Landis granted preliminary approval of the
Disclosure Statement and approved this schedule:

   -- The deadline for filing objections to the adequacy of
the Disclosure Statement and/or confirmation of the Plan is May 8,
2015.

   -- The deadline for filing replies to any Objections is May
15, 2015.

   -- A combined hearing to consider the final adequacy of the
Disclosure Statement and confirmation of the Plan shall be held on
May 21, 2015 at 9:30 a.m.

Matthew C. ZIrzow, Esq., at Larson & Zirzow, LLC, explains that the
Chapter 11 Plan proposes a straightforward liquidation involving a
very limited number of creditors and parties-in-interest.
Specifically, substantially all of the Debtor's original assets
were foreclosed out prepetition and all that remains is the
distribution of a limited remaining amount of cash on hand, which
cash is substantially less than the claims asserted, certain real
property of very limited, if any, value and litigation claims.

The Debtor's plan promises to return 100 cents on the dollar to
holders of secured claims, priority non-tax claims, and general
unsecured claims.  Equity holders won't receive anything.  

On and after the effective date of the Plan, all of the Debtor's
assets, including without limitation the litigation claims and
remaining real property will revest in the Reorganized Debtor.

The Debtors would no longer solicit votes as the creditors are
deemed to accept the Plan and equity holders are deemed to reject
the Plan.

Holders of general unsecured will split the available cash, and
will have the option of either (a) a pro rata distribution of 100%
of the membership interests in the Reorganized Debtor, or (b) for
any creditor other than KEH, an additional cash payment in an
amount equivalent to the fair value of the pro rata share of the
new equity membership interests.

A copy of the Disclosure Statement is available for free at:

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

                     About NW Valley Holdings

NW Valley Holdings LLC was organized on Feb. 12, 2014, to provide a
vehicle and a process for its managers and members, who were all
homebuilders and other property developers, to group together and
make a joint bid to acquire certain real property consisting of
1,710.86 gross acres located in the City of Las Vegas, Nevada at a
Bureau of Land Management auction, and on which they intended to
develop a master-planned community.  A syndicate of lenders led by
Wachovia Bank, N.A., as administrative agent, agreed to provide
$565,000,000 to finance the acquisition and develop the property.

The great recession and financial crisis of 2007 to 2008 hit.  In
September 2008, a trustee's deed upon sale was recorded, thereby
evidencing the transfer of the property for a credit bid of $5
million to an entity called KAG Property, LLC, as successor to
Wachovia's rights under the loan.  The trustee's deed excluded any
portion of the property "lying within the U.S. Highway 95/Rancho
Drive as it presently exists."  The remaining real property
consists of 6 very small parcels of property directly under or
immediately adjacent to the U.S. Highway 95.

In May 2013, Wells Fargo, successor by merger to Wachovia, sold all
of its rights and interests in the loan and KAG Property to
affiliates of Kyle Partners, LLC.  Kyle Agent, LLC, was named
successor administrative agent.  Kyle Partners owns 89% of the
beneficial interest of any remaining amounts owing under the credit
agreement.

KEH acquired an aggregate 90.41% of the membership interests in the
Company.  The Kimball Hill Trusts hold the remaining 9.59%.

NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition
(Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015.  The petition
was signed by Charles C. Reardon, senior managing director of
Asgaard Capital, LLC, as manager.  The Debtor disclosed assets of
$815,000 and liabilities of $428 million.  Judge August B. Landis
is assigned to the case.  

On Feb. 27, 2015, the Court entered an order approving the Debtor's
application seeking to continue the employment of Asgaard Capital
LLC as the Debtor's manager.

The Debtor has tapped Larson & Zirzow, LLC, as general bankruptcy
counsel.  The Debtor also hired Asset Insight of Nevada as real
property appraiser to provide an appraisal of the Remaining Real
Property.  The Debtor has tapped David R. Black, CPA, as its
accountant.


OAS S.A.: Chapter 15 Case Summary
---------------------------------
Chapter 15 Petitioner: Renato Fermiano Tavares

Chapter 15 Debtors:

     Name                                       Case No.
     ----                                       --------
     OAS S.A. - em recuperacao judicial         15-10937
     Av. Angelica, n 2.330/2.346/2.364
     9 andar, sala 904, Consolacao
     Sao Paulo 01228-200

     Construtora OAS S.A.                       15-10938

     OAS Finance Limited                        15-10939

     OAS Investments GmbH                       15-10940
     
Type of Business: Infrastructure

Chapter 15 Petition Date: April 15, 2015

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

Judge: Hon. Stuart M. Bernstein

Chapter 15 Petitioner's Counsel: Gregory M. Starner, Esq.

                                 Kimberly A. Haviv, Esq.
                                 WHITE & CASE LLP
                                 1155 Avenue of the Americas
                                 New York, New York 10036-2787
                                 Tel: (212) 819-8200
                                 Email: gstarner@whitecase.com
                                        khaviv@whitecase.com

                                    - and -

                                 John K. Cunningham, Esq.
                                 Richard S. Kebrdle, Esq.
                                 WHITE & CASE, LLP
                                 200 South Biscayne Boulevard
                                 Suite 4900
                                 Miami, FL 33131
                                 Tel: (305) 995-5252
                                 Fax: (305) 358-5744
                                 Email: jcunningham@whitecase.com
                                        rkebrdle@whitecase.com

Estimated Assets: More than $1 billion

Estimated Liabilities: More than $1 billion


OXYSURE SYSTEMS: Thomas Cox Appointed to Board of Directors
-----------------------------------------------------------
OxySure Systems, Inc., disclosed in a document filed with the
Securities and Exchange Commission that it entered into a letter
agreement with Thomas J. Cox to serve on the Company's Board of
Directors.  Mr. Cox replaces director Vicki Jones, who resigned on
April 6, 2015, pursuant to an email dated April 6, 2015.  Mr. Cox
will be included in the class of the Company's directors who will
stand for reelection by the Company's shareholders at the Company's
next annual meeting.

"I wanted to inform you that my workload continues to expand due to
merger integration work and another highly sensitive special
project I have been asked to lead.  Due to these demands I must be
realistic about my inability to invest time in understanding and
supporting your business objectives," Ms. Jones stated in his
resignation letter.

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

Oxysure Systems reported a net loss of $2.75 million in 2014
following a net loss of $712,000 in 2013.  As of Dec. 31, 2014, the
Company had $2.51 million in total assets, $1.43 million in total
liabilities, and $1.07 million in total stockholders' equity.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014, citing that the
Company had accumulated losses of $18.0 million as of Dec. 31, 2014
which raises substantial doubt about its ability to continue as a
going concern.


PREMIER EXHIBITIONS: Conference Call Held to Discuss Merger
-----------------------------------------------------------
Premier Exhibitions, Inc., held a shareholder conference call
regarding the proposed merger between the Company and Dinoking Tech
Inc.  The transcript of that conference call is available for free
at http://is.gd/mq913j

As reported by the TCR on April 8, 2015, Premier entered into a
definitive merger agreement whereby it will combine with Dinoking
Tech Inc.  Under the Merger Agreement, the Dinoking Tech
shareholders will be entitled to up to 24% of the fully diluted
ownership of the Company for all of the issued and outstanding
shares of Dinoking Tech.

                     About Premier Exhibitions

Premier Exhibitions, Inc., develops, deploys and operates
exhibition products that are presented to the public in exhibition
centers, museums and non-traditional venues.  The Atlanta-based
Company's exhibitions generate income primarily through ticket
sales, third-party licensing, sponsorships and merchandise sales.

Premier reported a net loss of $778,000 for the year ended  
Feb. 28, 2014, compared to net income of $1.86 million for the year
ended Feb. 28, 2013.

                        Bankruptcy Warning

"If our efforts to raise additional funds are unsuccessful, the
Company will be required to delay, reduce or eliminate portions of
our strategic plan and may be required to seek the protection of
the U.S. bankruptcy laws and/or cease operating as a going concern.
In addition, if the Company does not meet its payment obligations
to third parties as they come due, the Company may be subject to an
involuntary bankruptcy proceeding or other litigation claims.  Even
if the Company were successful in defending against these potential
claims and proceedings, such claims and proceedings could result in
substantial costs and be a distraction to management, and may
result in unfavorable results that could further adversely impact
our financial condition.

If the Company makes a bankruptcy filing, is subject to an
involuntary bankruptcy filing, or is otherwise unable to continue
as a going concern, the Company may be required to liquidate its
assets and may receive less than the value at which those assets
are carried on its financial statements, and it is likely that
shareholders will lose all or a part of their investments.  These
financial statements do not include any adjustments that might
result from the outcome of this uncertainty," the Company stated in
the quarterly report for the period ended Nov. 30, 2014.


PRONERVE HOLDINGS: U.S. Trustee Forms Creditors' Committee
----------------------------------------------------------
The U.S. Trustee for Region 3 appointed three creditors of ProNerve
Holdings LLC to serve on the official committee of unsecured
creditors.

The unsecured creditors' committee is composed of:

     (1) Cardinal Peak LLC
         Attn: Mike Perkins, Co-CEO
         1380 Forest Park Circle 202
         Lafayette, CO 80026
         Phone: 303-665-3962
         Fax: 419-781-0348

     (2) Northwest Neurodiagnostics Inc.
         Attn: Shawn Anderson
         26603 SE 16th Ct.
         Sammamish, WA 98075
         Phone: 206-719-5120
         Fax: 425-557-8642

     (3) NeuroDiagnostic Solutions Inc.
         Attn: Richard Flores
         10940 South Parker Road, Suite 503
         Parker, CO 80016
         Phone: 303-956-9035

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

                      About ProNerve Holdings

Founded in 2008, ProNerve is headquartered in a suburb of Denver,
Colorado.  ProNerve and certain affiliated practice entities
provide intraoperative neurophysiologic monitoring ("IOM") services
to health systems, acute care hospitals, specialty hospitals,
ambulatory surgical centers, surgeons, and physician groups in more
than 25 states.

ProNerve Holdings, LLC and its affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 15-10373) on Feb. 24, 2015,
with a deal to sell assets to SpecialtyCare IOM Services, LLC for a
credit bid of $35 million.

The cases are assigned to Judge Kevin J. Carey.

The Debtor tapped Pepper Hamilton LLP as counsel, and The Garden
City Group, Inc., as claims and noticing agent.


PSL-NORTH AMERICA: Needs Until July 13 to File Liquidation Plan
---------------------------------------------------------------
PSL-North America LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the exclusive periods to file a
Chapter 11 plan and to solicit acceptances of the plan to July 13,
2015, and Sept. 14, 2015, respectively.

According to Joseph C. Barsalona, II, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, the Debtors are now
well-situated to evaluate their financial standing in an effort to
determine the most appropriate resolution of their Chapter 11
cases.  Indeed, the Debtors anticipate filing a Chapter 11 plan of
liquidation in the near future. However, Mr. Barsalona says the
Debtors require additional time to complete the analysis and
continue drafting a plan and related disclosure statement.

                     About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a
state-of-the-art facility located in Bay St. Louis, Mississippi,
with the land leased for 99 years.  The company is an
American-based partially owned subsidiary of India's largest
producer and manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors seek to have their cases jointly administered
for procedural purposes.

PSL-North America LL disclosed $93.3 million in assets and
$204 million in liabilities as of the Chapter 11 filing.  As of
the
Petition Date, the company had total outstanding debt obligations
of $130 million, according to a court filing.

Counsel for the Debtor are John H. Knight, Esq., Paul N. Heath,
Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and William
A. Romanowicz, Esq. at Richards, Layton & Finger, P.A. of
Wilmington, Delaware.   Epiq Bankruptcy Solutions serves as claims
agent.


RAYONIER ADVANCED: S&P Affirms 'BB+' CCR & Revises Outlook to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'BB+' corporate credit rating, on Jacksonville,
Fla.-based specialty cellulose pulp producer Rayonier Advanced
Materials Inc.

S&P also revised the rating outlook to negative from stable,
reflecting expected lower earnings and higher debt to EBITDA
leverage--levels that are weak for the current rating for calendar
year 2015.

"Our negative outlook reflects Rayonier's expectations for reduced
earnings through the remainder of 2015 due to currently weak
pricing and demand for cellulose specialty products, resulting in
debt-to-EBITDA leverage of higher than 4x by year end," said
Standard & Poor's credit analyst Thomas Nadramia.

S&P could downgrade RYAM if demand prospects and pricing do not
improve in the latter half of 2015 and into 2016, resulting in the
debt-to-EBITDA ratio continuing to trend above 4x into 2016, or if
FFO to debt remained below 20%.  S&P could also lower the ratings
if RYAM underperforms our expectations in 2015 due
higher-than-expected raw material costs, or if demand declines
further than expected in S&P's base case scenario.

S&P could revise its outlook back to stable over the next 12 months
if cellulose fiber demand and pricing recover from current low
levels, such that debt-to-EBITDA leverage were likely to fall below
4x by the end of 2016.  For this to occur, S&P estimates revenues
would need to increase about 3% from current levels and EBITDA
margins would need to increase by about 150 basis points to about
25%, which is still well below recent historical levels.



REICHHOLD HOLDINGS: Grundy County Wants Payment of Taxes
--------------------------------------------------------
Heidi Litchfield, writing for Morris Daily Herald, reports that the
Grundy County, Illinois taxing bodies seek payment in the
Reichhold, Inc. bankruptcy case.  According to the report, the
county board's finance committee approved joining with the school
district and other taxing bodies in seeking a claim.

Daily Herald quoted Assistant State's Attorney Perry Rudman as
saying, "They owe $535,000 in real estate taxes, with the major
taxing body being Coal City School District."

Daily Herald relates that the county collector is listed on the
claim as creditor and is represented by attorney Stuart Whitt,
Esq., at Whitt Law LLC.

                         About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, USA, is one of the
world's largest manufacturer of unsaturated polyester resins and a
leading supplier of coating resins for the industrial,
transportation, building and construction, marine, consumer and
graphic arts markets.  Reichhold -- http://www.Reichhold.com/--  
has manufacturing operations throughout North America, Latin
America, the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.  In 2013,
the companies generated $1.08 billion in net revenue, and as of the
year-to-date August 2014, $750 million in net revenues.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

The Reichhold Companies are pursuing a sale transaction that has
two elements: (i) a consensual foreclosure by the holders of senior
secured notes on their security interests in the common and
preferred stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"),
the ultimate holding company of all of the non-debtor affiliates
that operate outside the U.S., and (ii) a purchase of certain
assets of the Debtors by Reichhold Holdings International B.V.
through a credit bid pursuant to Section 363 of the Bankruptcy
Code.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.

Logan & Company is the company's claims and noticing agent.

The cases are assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.

The U.S. Bankruptcy Court authorized the amendment to the
litigation trust agreement between MIG LLC, et al., and Bank of New
York Mellon, as indenture trustee.

As reported in the Troubled Company Reporter on Dec. 8, 2014, the
indenture trustee, with the consent of the Debtor, the litigation
trustee, and a majority in aggregate amount of the Noteholders,
requested that the Court enter an order (i) approving the trust
agreement amendment, and (ii) confirming that the trust agreement
amendment does not affect any of the security interests in any
collateral under the collateral documents and the indenture or any
other applicable law.

Pursuant to the litigation trust agreement, the indenture, and
certain related security and collateral documents, the Indenture
Trustee (in its various capacities) can only exercise certain
remedies for the benefit of the Noteholders after it is directed in
writing by the litigation trustee.  For example, under the
indenture, the indenture trustee cannot take any action with
respect to any of the Noteholders' collateral that is stock pledged
to the indenture trustee for the benefit of the Noteholders
pursuant to the other security and collateral agreements until it
receives written instructions from the litigation trustee.

The litigation trust currently has no operating funds, and is
unlikely to bring additional litigation on its own behalf.

On Oct. 31, 2014, the litigation trustee notified the Noteholders
and the Litigation Trust that it will resign upon the earlier of an
order of the Court approving the amendment to the Litigation Trust
Agreement, or eighty days from the date of the resignation letter.


RESIDENTIAL CAPITAL: Objection to Michael Boyd's Claim Overruled
----------------------------------------------------------------
Bankruptcy Judge Martin Glenn overruled ResCap Borrower Claims
Trust's objection to Claim Number 960 filed by Michael Boyd.

The Court held that under the applicable California res judicata
principles, there is no final judgment to which res judicata
applies because Boyd has a petition for a writ of certiorari that
remains pending in the United States Supreme Court from the United
States Court of Appeals for the Ninth Circuit's affirmance of the
dismissal of Boyd's complaint asserting state law claims against
Debtor GMAC Mortgage, LLC in the United States District Court for
the Northern District of California.

The Court, in the April 3, 2015 Opinion and Order overruled the
Trust's Objection to Boyd's Claim without prejudice.  A copy of
Judge Glenn's Memorandum Opinion and Order Overruling Rescap
Borrower Claims Trust's Objection to Claim Number 960 Filed by
Michael E. Boyd is available at http://is.gd/c3Sfxdfrom
Leagle.com.

On December 12, 2011, Boyd filed a chapter 13 bankruptcy petition
in the United States Bankruptcy Court for the Northern District of
California. On May 14, 2014, the California Bankruptcy Court
confirmed Boyd's chapter 13 plan, which provided for the payment of
all arrears on the Loans and ongoing payments on the Loans.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is the
conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


ROCKIES EXPRESS: S&P Raises CCR to 'BB+', Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit and senior unsecured debt ratings on Rockies Express
Pipeline LLC (REX) to 'BB+' from 'BB'.  The outlook is stable.

The '4' recovery rating on the senior unsecured notes is unchanged
and reflects S&P's expectation for average (30% to 50%; in the
upper half of the range) recovery of a payment default occurs.

In addition, S&P raised the corporate credit rating on Tallgrass
Development L.P. (TDEV) to 'BB-' from 'B+'.  The outlook is
stable.

S&P raised TDEV's issue-level rating to 'BB+' from 'BB-' and
revised the recovery rating to '1' from '2'.  The '1' rating
indicates S&P's expectation for very high (90% to 100%) recovery if
a payment default occurs.

"The upgrade on REX reflects the expectation of improved financial
measures following the repayment of the 2015 notes in addition to
recent progress on contractual volume throughput," said Standard &
Poor's credit analyst Mike Llanos.

S&P also revised REX's financial risk profile to "significant" from
"highly leveraged".

TDEV's upgrade reflects its stable distributions from its 50%
ownership interest in REX and S&P's belief of strong credit
measures following the recent debt repayment associated with the
33.3% drop-down of the Pony Express pipeline into Tallgrass Energy
Partners L.P. (TEP).

S&P has revised TDEV's business risk profile to "weak" from "fair"
to reflect the lack of geographic and asset diversity as most cash
flows depend on distributions that are subordinated to debt
obligations at REX and TEP.

The stable outlook on REX reflects S&P's expectation leverage would
remain in the low 4x range for 2015 and that REX will maintain
adequate liquidity while successfully executing on its growth
projects.

The outlook on TDEV is stable, reflecting S&P's expectation of
adequate liquidity, and sufficient distributions from REX and TEP
to meet its financial obligations.  S&P expects TDEV's dependency
on subordinate distributions from REX to account for more than 60%
of adjusted EBITDA.



RYLAND GROUP: Moody's Raises CFR to 'Ba3', Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
The Ryland Group, Inc. to Ba3 from B1 and Probability of Default
Rating to Ba3-PD from B1-PD. In the same rating action, Moody's
upgraded the company's senior unsecured notes and convertible
senior notes to Ba3 from B1 as well as affirmed the SGL-2
speculative-grade liquidity assessment. The rating outlook is
stable.

The upgrade of Ryland's Corporate Family Rating to Ba3 from B1
reflects significant improvement in financial performance due to
the company's conservative operating strategy and prudent balance
sheet management combined with the ability to spot profitable
opportunities while exercising tight cost control measures. The
company's key credit metrics have demonstrated and are expected to
continue to demonstrate substantial improvement from the 2008-2010
period. In many of the key credit metric categories Ryland ranks in
the top 5 among its peers. Specifically, over the next 12-18
months, Moody's expect Ryland's interest coverage to be above 5x
whereas the average for the rated homebuilders is 3.65x. At the end
of 2014, Ryland's interest coverage was 4.6x. Further, homebuilding
debt to capitalization is currently projected to decline below 50%
over the next 12-18 months from 54.5% in 2014.

The following rating actions were taken:

  -- Corporate Family Rating, upgraded to Ba3 from B1;

  -- Probability of Default Rating, upgraded to Ba3-PD from
     B1-PD;

  -- Senior unsecured notes, upgraded to Ba3 (LGD4) from
     B1 (LGD4)

  -- Senior convertible notes, upgraded to Ba3 (LGD4) from
     B1 (LGD4);

  -- Speculative grade liquidity assessment, affirmed at SGL-2;

  -- Stable rating outlook.

The Ba3 Corporate Family Rating also considers Ryland's size and
scale as well as tight cost controls that have resulted in Ryland's
ability to improve gross margins and overall operating performance.
The company's national scale has provided opportunities for the
negotiation of volume discounts and rebates from material
suppliers. Additionally, on-site construction is performed for a
fixed price by independent subcontractors that are selected through
a competitive bid process. As an example, direct construction cost
declined by 2.2% in the Southeast region in 2014. Furthermore,
Ryland is well positioned to take advantage of the expected uptick
in the job market growth that will inevitably lead to the increase
in demand for new homes. Partly as a result of strategic land
purchases and company acquisitions 2012-2013 (Charlotte, Phoenix,
Raleigh in 2012 and Dallas, Delaware, New Jersey, Pennsylvania in
2013), Ryland now operates in most of the markets that have seen
the highest job growth over the last three years and Moody's
anticipate this trend to continue. Presently, the company's land
supply is around 5 years and the company's long-term objective is
to keep the land supply of around 4-5 years. Thus, Moody's don't
foresee Ryland having difficulties with opening new communities in
2015 and 2016 due to land constraints. Additionally, Moody's
outlook on homebuilding industry is positive.

At the same time, the Ba3 Corporate Family Rating takes into
consideration the cyclical nature of the homebuilding industry.
Additionally, Ryland's cash flow from operations will be negative,
and cash balances will decline from land purchases and land
development expenses as the company replenishes its inventory
position. In 2014, the company spent $538 million on land and $375
million on land development. Moody's anticipates the company to
continue to spend about $900 million on land and land development
per year.

The stable rating outlook reflects our expectation that Ryland will
maintain capital structure discipline even as it pursues emerging
growth opportunities. Additionally, our outlook incorporates
improving credit metrics over the intermediate term.

The ratings could be lowered if the company's adjusted debt
leverage were to exceed 55% on a sustained basis, homebuilding
interest coverage were to decline below 3x and/or if the company's
gross margins were to deteriorate below 19%.

The ratings could be considered for an upgrade when the company
improves debt leverage to below 45% and interest coverage above
5.5x while maintaining strong liquidity. In addition, the ratings
could be considered for an upgrade if the company reduces its
balance sheet debt significantly. Furthermore, continued positive
performance will be considered in an upgrade decision.

The principal methodology used in these ratings was Global
Homebuilding Industry published in March 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Founded in 1967 and headquartered in Westlake Village, CA, The
Ryland Group, Inc. is a mid-sized homebuilder with homebuilding
revenue and net income for 2014 were $2.6 billion and $176 million
respectively.


SEANERGY MARITIME: Jelco Delta Reports 75.1% Stake as of March 12
-----------------------------------------------------------------
Jelco Delta Holding Corp. disclosed in a regulatory filing with the
Securities and Exchange Commission that as of March 12, 2015, it
beneficially owns 51,662,722 shares of common stock of Seanergy
Maritime which represents 75.1 percent of the shares outstanding.
Comet Shipholding Inc. also reported beneficial ownership of
4,267,173 common shares as of that date.

Claudia Restis is the beneficial owner of 100% of the capital stock
of each of the corporate Reporting Persons through a revocable
trust of which she is beneficiary.  As a result, Claudia Restis
beneficially owns 60,201,288 shares of common stock of Seanergy
Maritime representing 87.5% equity stake.  The amount includes
4,271,393 shares of Common Stock which Claudia Restis may be deemed
to beneficially own by virtue of a proxy granted to Claudia Restis
by Plaza Shipholding Corp., pursuant to which Claudia Restis may be
deemed to share the power to vote such shares of Common Stock.

Jelco Delta reported the acquisition of 25,000,500 shares of Common
Stock on March 12, 2015, at a price of $0.18 per share, pursuant to
a Share Purchase Agreement entered into between the Company and
Jelco dated March 12, 2015.  In addition, the Company granted a
convertible promissory note to Jelco in a principal amount of
$4,000,000.  Pursuant to the Convertible Promissory Note, the
outstanding principal amount of the Convertible Promissory Note is
convertible into shares of Common Stock at any time at Jelco's
option at a conversion price of $0.18 per share.

A copy of the regulatory filing is available for free at:

                        http://is.gd/onRmvb

                          About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company, as of
December 31, 2013 continued to be in breach of certain terms and
covenants of the loan facility with its remaining lender, and had
a working capital deficit and an accumulated deficit.  Following
the disposal of its entire fleet subsequent to December 31, 2013
in the context of its restructuring plan, the Company is unable to
generate sufficient cash flow to meet its obligations and sustain
its continuing operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

For the 12 months ended Dec. 31, 2014, the Company reported net
income of $80.3 million on $2.01 million of net vessel revenue
compared to net income of $10.9 million on $23.07 million of net
vessel revenue in 2013.  As of Dec. 31, 2014, the Company had $3.26
million in total assets, $592,000 in total liabilities and $2.67
million in total shareholders' equity.


SEARS HOLDINGS: Forms a 50/50 Joint Venture with Simon Property
---------------------------------------------------------------
Sears Holdings Corporation and Simon Property Group, Inc., have
created a joint venture as part of Sears Holdings' continued
efforts to unlock the value of its extensive portfolio of real
estate holdings.

Sears Holdings has contributed 10 properties located at Simon malls
to the JV, including property leased to outside parties. Sears
Holdings will lease back from the JV and will continue to operate
existing Sears Holdings stores at the properties contributed to the
JV.  Simon has contributed cash to the JV, and the lease
arrangements between Sears Holdings and the JV provide the JV with
the ability to create additional value through re-developing the
contributed properties and re-leasing space at each property to
third-party tenants.

"We are pleased to reach this agreement with Simon Property Group,
which is an important step in Sears Holdings' continued
transformation to a membership company, without the significant
asset intensity of its traditional retail business," said Edward S.
Lampert, Chairman and CEO of Sears Holdings.  "This transaction,
taken together with our other initiatives to create shareholder
value through our vast real estate portfolio, enhances Sears
Holdings' financial flexibility to invest in longer-term strategies
such as our membership and integrated retail platforms. Sears
Holdings will continue to operate these 10 stores and there will be
minimal impact on their day-to-day operations or the overall
shopping experience for our members."

David Simon, Chairman and CEO of Simon Property Group, stated, "The
creation of this joint venture represents an exciting new chapter
in our long and successful relationship with Sears Holdings.  This
is a natural, forward-thinking partnership that will also offer us
the ability to potentially redevelop certain locations that will
create value for our customers and investors."

Transaction Structure

The transaction values the properties contributed to the JV at $228
million in total.  In exchange for $114 million and a 50% interest
in the JV, Sears Holdings has contributed 10 of its properties
located at Simon malls to the JV.  Simon contributed cash in the
amount of $114 million in exchange for its 50% interest in the JV,
which was then distributed to Sears Holdings in accordance with the
terms of the agreement between the parties. In addition to the JV
transaction, Simon has separately agreed to acquire a Sears
Holdings property at the La Plaza Mall in McAllen, Texas.

Proposed Relationship with Seritage Growth Properties

On April 1, 2015, Seritage Growth Properties, a real estate
investment trust formed by Sears Holdings, filed a registration
statement on Form S-11 with the Securities and Exchange Commission,
providing for a planned distribution of subscription rights to
purchase Seritage shares to Sears Holdings stockholders. Shortly
following the consummation of the rights offering, Sears Holdings
expects Seritage to purchase its 50% JV interest for a price equal
to that paid by Simon for its JV interest.  Simon has also agreed
to invest about $33 million in Seritage common shares through a
private placement, at a purchase price equal to the subscription
price of the rights offering (subject to the completion of the
rights offering and other conditions).

Other Terms

The JV will lease back existing stores to Sears Holdings under a
triple-net master lease agreement, which has a ten year initial
term and two five-year renewal options.  Sears Holdings expects to
pay initial base rent of $13.4 million under the Master Lease.

Pursuant to the terms of the Master Lease, the JV is provided the
ability to re-capture a specified portion of the space leased to
Sears Holdings.  Following such recapture, the JV will be able to
re-lease this space to other parties at potentially higher rents.
The recapture provisions and termination rights within the Master
Lease will enable Sears Holdings to continue its transformation
strategy into a more asset-light retailer with less dependence on
physical store locations, and will allow the JV to create
additional value through re-development.

Sears Holdings and Simon will have equal representation on the
executive committee that will govern the JV.

                           About Sears

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

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

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

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

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014.  As of Jan. 31, 2015, the Company
had $13.20 billion in total assets, $14.15 billion in total
liabilities and a $945 million total deficit.

                            *     *     *

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

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

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

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SECURUS HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Dallas-based Securus Holdings Inc.  The
outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating, with a
recovery rating of '3', on the company's $630 million secured
first-lien term loan due 2020 (including the proposed $205 million
add-on) and $50 million revolving credit facility due 2019.  The
'3' recovery rating indicates S&P's expectation of substantial (50%
to 70%; low end of the range) recovery for lenders in the event of
a payment default.

In addition, S&P affirmed its 'CCC+' issue-level rating, with a
recovery rating of '6', on the company's $165 million secured
second-lien term loan.  The '6' recovery rating indicates S&P's
expectation for negligible (0%-10%) recovery for lenders in the
event of a payment default.

"The ratings affirmation follows Securus's announcement that it
will acquire JPay Inc.," said Standard & Poor's credit analyst
Michael Altberg.  "In our opinion, the proposed acquisition will
further diversify Securus's revenue base from its core
business--inmate telecommunications services to correctional
facilities in the U.S. and Canada," he added.

JPay's product offerings include payment services, communications
services through e-mail and video, and digital media
services--educational resources, music, and eBooks for inmates.
The companies have limited client overlap, which will provide
significant cross-selling opportunities as the company bids for
contracts.  S&P believes JPay's revenue will continue to increase
at healthy double-digit percent growth rates over the next few
years as facilities increase their offerings of ancillary services.
The acquisition will also reduce Securus's exposure to regulation
and facility commissions as JPay's products are currently largely
unregulated and subject to low commissions.

The stable outlook reflects S&P's expectation that the company will
generate mid-single-digit revenue growth over the next few years,
and modest EBITDA margin expansion.  S&P believes an increase in
call volumes will offset any order by the FCC to cap intrastate
rates.

S&P could lower the rating if inmate call volumes drop materially,
either because of net contract losses to competitors or
unanticipated adverse macroeconomic trends, or if the FCC decision
materially deviates from S&P's expectation and has a negative
impact on revenue and profitability (for example, a rate cap
without a commensurate reduction in commissions).  More
specifically, S&P could lower the rating if a reduction in call
volume or profitability leads to leverage rising above 6.5x on a
sustained basis.  A more aggressive financial policy, including
debt-funded acquisitions and shareholder returns, could also prompt
a downgrade if leverage were to rise above this level on a
sustained basis.

S&P could raise the rating if leverage improved to 4.5x or lower on
a sustained basis.  However, S&P views this as unlikely, given its
assessment of the company's financial policy as aggressive, which
includes debt-financed acquisitions and future dividends to private
equity owners.



SECURUS TECHNOLOGIES: Moody's Affirms 'B3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of Securus Technologies
Holdings, Inc. following the company's announcement of a definitive
agreement to acquire JPay, Inc. ("JPay"). Securus will finance the
acquisition with a modest amount of cash on hand, an equity
contribution from its sponsor and the proceeds from an incremental
$205 million senior secured 1st lien term loan. Moody's has also
changed the LGD assessment on the existing senior secured 2nd lien
term loan to Caa2 (LGD6) from Caa2 (LGD5), reflecting a higher
potential loss severity given the higher mix of 1st lien debt
within the capital structure. The outlook remains stable.

Affirmations:

Issuer: Securus Technologies Holdings, Inc.

  -- Corporate Family Rating, Affirmed B3

  -- Probability of Default Rating, Affirmed B3-PD

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed B2, LGD3

  -- Senior Secured Bank Credit Facility (Local Currency)
     (including 205million add-on) due 2020, Affirmed B2, LGD3

  -- Senior Secured Bank Credit Facility (Local Currency),
     Affirmed Caa2, to LGD6 from LGD5

Outlook Actions:

Issuer: Securus Technologies Holdings, Inc.

  -- Outlook, Remains Stable

Securus' B3 corporate family rating reflects its small scale and
narrow business focus relative to other rated telecommunications
companies. The ratings are supported by the company's
sophisticated, proprietary technology platform and its multi-year
contracts with over 2,600 correctional facilities in the US and
Canada. The ratings also reflect Securus' improved operating margin
and cash flow which have been achieved through cost containment and
lower bad debt expense. These initiatives are critical, as
providing communications services to corrections facilities is a
low margin business characterized by competitive bidding for new
and existing contracts and high commission payments to prison
operators. The rating also incorporates the company's private
equity ownership and its historical use of leverage to maximize
equity returns as well as the uncertainty regarding the potential
for the FCC to institute further price caps and ban commission
payments, both of which could disrupt the industry structure.

The acquisition of JPay will favorably impact the mix of Securus's
revenue base and provide more diversity which may soften the impact
of future price caps. Also, Securus should gain the ability to
cross-sell services into JPay's existing customer base and vice
versa. JPay is a provider of technology products used to provide
inmate banking, communications, and digital media services.
Securus's management team has a strong track record of product
development and successful merger integration, which underpins
Moody's view that the increased leverage from this deal is likely
only temporary. Also, the equity sponsor will contribute a
meaningful amount of equity to finance the deal. These factors are
important considerations in the ratings affirmation.

Proforma for the acquisition of JPay, Moody's expects Securus'
leverage to return to the post March 2013 LBO level of over 6x
(Moody's adjusted). Securus has been fairly acquisitive with 15
transactions in the past 3 years. But most transactions have been
funded with revolver borrowings and cash on hand except for the
acquisitions of Satellite Tracking of People ("STOP") and JPay.
Going forward, Moody's believes the company will continue to add
product capabilities and expand into adjacent areas through these
small acquisitions. Moody's expects Securus' leverage to improve
towards mid 5x (Moody's adjusted) by year end 2016 driven by EBITDA
growth.

Moody's anticipates that Securus will have good liquidity over the
next 12 months, supported by the company's cash on hand and an
undrawn $50 million revolver at the end of 2014. The company is
expected to generate over $30 million of free cash flow in 2015
given its low capital intensity.

The stable outlook reflects Moody's view that Securus will continue
to generate organic revenue growth in the low single digit
percentage range and improve EBITDA margin through cost reduction
which will result in falling leverage.

Moody's could upgrade the ratings if Securus maintains good
liquidity and positive free cash flow and grows EBITDA such that
leverage is on track to fall below 5x. Moody's could lower Securus'
ratings if leverage exceeds 6.5x (Moody's adjusted) and free cash
flow turns negative, both on a sustained basis.

The principal methodology used in these ratings was Global
Telecommunications Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Based in Dallas, TX, Securus Technologies Holdings, Inc. is one of
the largest providers of inmate telecommunication services to
correctional facilities, with a presence in 47 states, Washington
D.C., and Canada.


SILVERADO STREET: Meeting of Creditors to Continue on May 12
------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Silverado Street
LLC will continue the meeting of creditors on May 12, at 9:00 a.m.

The status conference scheduled for April 16 has also been moved to
May 21, according to a filing with the U.S. Bankruptcy Court for
the Southern District of California.

Meanwhile, U.S. Bankruptcy Judge Louise DeCarl Adler denied the
request of Silverado to allow Amr Al Jassim, Kuwait-based owner and
managing member of the company, to appear and be examined at the
meeting by video teleconferencing rather than in person.

"Were Mr. Aljassim seriously infirm such that he was unable to
travel, court might consider this request, however, there is no
evidence of this in the record," Judge Adler said.

The U.S. trustee and St. Regis Residence Club of Colorado
previously opposed the request, arguing the company did not give
any good reason why its owner should not appear personally.

Silverado defended its request, saying Mr. Jassim "is not readily
accessible by person" and that allowing him to be examined by video
teleconferencing would help the company save significant time and
money.

                       About Silverado Street

Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-09543) on Dec. 9, 2014, disclosing
$11.3 million in total liabilities and total assets of $21.8
million.  The petition was signed by Amr Aljassim as managing
member.  James Lee, Esq., at Legal Offices of James J. Lee, serves
as the Debtor's counsel.  Judge Christopher B. Latham presides over
the case.


SOUTH LAKES DAIRY: Court Enters Final Decree Closing Case
---------------------------------------------------------
The estate of South Lakes Dairy Farm has been fully administered.
As a result, on March 27, 2015, the U.S. Bankruptcy Court for the
Eastern District of California entered a final decree closing the
Chapter 11 case of South Lakes Dairy.

As reported in the March 27, 2015, in seeking the final decere, the
Debtor explained that it has been making payments to creditors
required by its plan since December 2013.  The payments represent
substantial consummation of the plan of reorganization dated Sept.
17, 2013, and it has carried out the plan as required in the
Bankruptcy Code.  All check issued in consummation of the plan have
been cashed by the bank on which they were drawn or there is money
in the accounts to cover the checks.  The Debtor added it has
recovered preference payments and made preference recovery
distribution as required by its plan.

                     About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012.  The Debtor said it has
$1.97 million in accounts receivable charged to Dairy Farmers of
America on account of milk proceeds, and that it has cattle worth
$12.06 million.  The farm owes $12.7 million to Wells Fargo Bank
on a secured note.

The Debtor disclosed, in amended schedules, $25,281,583 in assets
and $26,193,406 in liabilities as of the Chapter 11 filing.  The
Debtor disclosed $19.5 million in assets and $25.4 million in
liabilities in a prior iteration of the schedules.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  Ronald A. Clifford, Esq., at Blakley & Blakeley LLP,
represents the Creditors Committee as counsel.



SULLIVAN INTERNATIONAL: Creditors Object to Cash Collateral Use
---------------------------------------------------------------
Coral Capital Solutions, LLC, and secured creditors Neal L.
Clements and William E. Ulmer separately notified the U.S.
Bankruptcy Court for the Southern District of California that they
claim a properly-perfected security interest in all right, title
and interest in and to all assets given by Sullivan International
Group, Inc., to secure certain loans.

CCS says it does not consent to the Debtor's use of any of its cash
collateral.  Messrs. Clements and Ulmer said the Debtor is and has
been in default on the loans and that based upon the loan defaults
the loans are now all due and payable, and that they object to the
Debtor's use of their cash collateral.

CCS is represented by:

         R. Gibson Pagter, Jr., Esq.
         PAGTER AND PERRY ISAACSON
         525 N. Cabrillo Park Drive, Suite 104
         Santa Ana, CA 92701
         Tel: (714) 541-6072
         Fax: (714) 541-6897
         E-mail: gibson@ppilawyers.com

Messrs. Clements and Ulmer are represented by:

         Gerald P. Kennedy, Esq.
         Zagros S. Bassirian, Esq.
         PROCOPIO, CORY, HARGREAVES & SAVITCH LLP
         525 B Street, Suite 2200
         San Diego, CA 92101
         Tel: (619) 238-1900
         Fax: (619) 235-0398

Sullivan International Group, Inc., an environmental engineering
provider, commenced a Chapter 11 bankruptcy case (Bankr. S.D. Cal.
Case No. 15-02281) in San Diego, California, on April 6, 2015.
Steven E. Sullivan signed the petition as chief executive officer.
The Debtor disclosed total assets of $16.27 million and total
debts
of $17.25 million.  James P. Hill, Esq., at Sullivan, Hill, Lewin,
Rez & Engel, APLC, in San Diego, represents the Debtor as counsel.


TRANSPORTATION & PRODUCTION: Case Summary & 20 Top Creditors
------------------------------------------------------------
Debtor: Transportation & Production Construction, LLC
           aka Total Property Contracting, LLC
        a New Mexico Corporation
        PO Box 1984
        Farmington, NM 87499

Case No.: 15-10965

Chapter 11 Petition Date: April 14, 2015

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. Robert H. Jacobvitz

Debtor's Counsel: Gerald R Velarde, Esq.
                  LAW OFFICE OF GERALD R. VELARDE, PC
                  2531 Wyoming Blvd NE
                  Albuquerque, NM 87112-1027
                  Tel: 505-248-1828
                  Fax: 505-843-8369
                  Email: velardepc@hotmail.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bradley Bryan Garrison, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb15-10965.pdf


TRUMP ENTERTAINMENT: Asks Court to Extend Deadline to Remove Suits
------------------------------------------------------------------
Trump Entertainment Resorts, Inc., has filed a motion seeking
additional time to remove lawsuits involving the company and its
affiliates.

In its motion, the company asked the U.S. Bankruptcy Court in
Delaware to move the deadline for filing notices of removal of the
lawsuits to August 5, 2015.

The extension would give Trump Entertainment enough time to make
"fully informed decisions" concerning removal of the lawsuits,
according to its lawyer, Ashley Markow, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

The motion is on Judge Kevin Gross' calendar for April 22.


               About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first lien
debt issued under their 2010 bankruptcy-exit plan.  The Debtors
also have trade debt in the amount of $13.5 million.


UNIVISION COMMUNICATIONS: Fitch Retains B+ Rating on 5.125% Notes
-----------------------------------------------------------------
Fitch Ratings maintains the 'B+/RR3' rating on Univision
Communications, Inc.'s proposed reopening of the 5.125% senior
secured notes due 2025.  Fitch previously assigned a 'B+/RR3'
rating to the 5.125% senior secured notes due 2025, which are
expected to increase by $810 million.  The Rating Outlook remains
Stable.  The proceeds from the issuance are expected to be used to
repay the company's $750 million 7.875% senior secured notes due
2020.

As proposed, Fitch views the transactions favorably as it will
extend Univision's maturities and provide a modest reduction in
annualized interest expense of approximately $21 million.

KEY RATING DRIVERS

The ratings incorporate Fitch's positive view of the U.S. Hispanic
broadcasting industry, given anticipated continued growth in number
and spending power of the Hispanic demographic. Additionally,
Univision benefits from a premier industry position, with duopoly
television and radio stations in most of the top Hispanic markets,
with a national overlay of broadcast and cable networks.  The
company's networks garner significant market share of Hispanic
viewers and generate strong and stable ratings.  This large and
concentrated audience provides advertisers with an effective way to
reach the growing U.S. Hispanic population.

Fitch expects Hispanic population growth to mitigate the impact of
longer-term secular issues that are challenging the overall media &
entertainment sector, namely, audience fragmentation and its impact
on advertising revenue.  While the Hispanic broadcast television
audience is not immune to these pressures, Fitch expects that its
growing total size will offset the impact of any audience
fragmentation and drive ongoing ratings strength at Univision's
television properties.  This should result in low to
mid-single-digit top-line growth at the television segment.

Fitch believes Univision's cost management efforts and growth in
high-margin retransmission revenue will provide an offset to the
rising programing investments.  Fitch expects EBITDA margins levels
in the 38% to 40% range in 2015.  Long term, Fitch believes
positive operating leverage from top-line growth and growth in
high-margin retransmission revenue will drive margin improvement.

Recent new entrants in the Hispanic broadcast and cable network
market will add to the competitive pressures facing Univision.
However, Univision currently has incumbent advantage and dominant
market presence.  Fitch expects these factors, along with its
pipeline of proven content from Televisa, to enable it to grow amid
these increasing pressures.

Ratings concerns center on the highly leveraged capital structure,
limited free cash flow (FCF) generation relative to total debt, as
well as the company's significant exposure to advertising revenue.
As of Dec. 31, 2014, Fitch estimates proforma leverage (including
the subordinated convertible preferred debentures due to Televisa)
and secured leverage of 8.7x and 7.0x, respectively.  Fitch expects
leverage metrics to remain relatively consistent when compared to
2014 as the company's operating profile will not benefit from the
uptick in advertising revenues associated with the World Cup.

KEY ASSUMPTIONS

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

   -- EBITDA margins of 38%-40% driven by growth and high margin
      retransmission revenue.

   -- Fitch expects leverage metrics to remain relatively
      consistent when compared to 2014 as the company's operating
      profile will not benefit from the uptick in advertising
      revenues associated with the World Cup.

   -- Fitch expects the company will continue to generate similar
      levels of positive FCF during the rating horizon.

Liquidity and Debt

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities.  At Dec. 31, 2014, liquidity
consisted of approximately $56 million of cash, approximately $540
million available under the $550 million revolving credit facility
(RCF) due 2018 (net of borrowings and letters of credit) and, $300
million available under the $400 million AR securitization facility
(consisting of $300 million revolver and $100 million term
facility).  Fitch calculates 2014 FCF of approximately $143
million.

Fitch estimates at Dec. 31, 2014, proforma for February and April
2015 refinancings, Univision had total debt of $10.3 billion, which
consisted primarily of:

   -- $4.6 billion in senior secured term loans due March 2020;
   -- $815 million 8.5% senior unsecured notes due 2021;
   -- $1.1 billion 6.75% senior secured notes due 2022;
   -- $1.2 billion 5.125% senior secured notes due 2023;
   -- $1.4 billion 5.125% senior secured notes due 2025;
   -- $1.125 billion 1.5% subordinated convertible debentures
      issued to Televisa, due 2025.  This note is a direct
      obligation of the parent HoldCo, Broadcasting Media
      Partners, Inc., but is serviced by dividends paid by
      Univision.

Univision's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation.  Fitch employs a 7x distressed
enterprise value multiple reflecting the company's FCC licenses in
top U.S. markets.  Fitch assumes a sustainable post restructuring
EBITDA of approximately $880 million.  Fitch estimates the adjusted
distressed enterprise valuation in restructuring to be $6.1
billion.  The 'B+' rating for the secured debt reflects Fitch's
expectations for recovery in the 51% to 70% range.  The 'CCC+'
rating on the $815 million senior unsecured notes reflects Fitch's
expectations for 0% recovery.

RATING SENSITIVITIES

Negative ratings actions could occur if operating results and FCF
are materially lower than Fitch's expectations (noted above).  This
would be contradictory to Fitch's constructive view on the Spanish
language broadcasting industry and Univision's positioning within
it, and could indicate that the company is more susceptible to
secular challenges than previously anticipated.

Positive ratings actions could occur if Univision delevers
significantly from current levels, with indications that the
company is on target to reach 7x - 9x and 5x - 6x total and secured
leverage targets, respectively.  Fitch expects deleveraging could
occur largely through EBITDA growth, as well as modest debt
reduction.

Fitch currently rates Univision as:

   -- Issuer Default Rating 'B';
   -- Senior secured 'B+/RR3';
   -- Senior unsecured 'CCC+/RR6'.



WET SEAL: Versa Capital Finalizes Acquisition of Retail Operations
------------------------------------------------------------------
Versa Capital Management, LLC on April 15 disclosed that one of its
affiliates has completed the previously announced acquisition of
the business of The Wet Seal, Inc., a pioneer in young women's fast
fashion retailing through mall stores and e-commerce.  The
transaction was approved by the United States Bankruptcy Court for
the District of Delaware on April 1, 2015.

The new company, known as The Wet Seal, LLC, will maintain its
headquarters in Foothill Ranch, Calif. and continue operating its
173 stores and growing its online platform.  The company's
operations will be supported by a new $15 million senior credit
facility provided by Crystal Financial LLC.

Wet Seal's senior management is unchanged, with Ed Thomas serving
as Chief Executive Officer.  His leadership team includes Tom
Hillebrandt, Chief Financial Officer; Christine Lee, Executive Vice
President and Chief Merchandising Officer; Jon Kubo, Executive Vice
President and Chief Digital Officer; Kim Bajrech, Senior Vice
President and General Merchandise Manager; and Rachel Page, Vice
President of Stores and Operations.

"We're glad to be in business with a strong partner in Versa
Capital," Mr. Thomas stated.  "Our goal now is to further implement
the strategies we developed when I returned to the business last
September.  Those plans call for optimizing the legacy of the Wet
Seal brand and strengthening e-commerce as an important source of
new customers and sales.  We are focused on providing our growing
customer base with fashionable merchandise that appeals to young
women everywhere."

According to Gregory L. Segall, CEO of Versa Capital and Chairman
of Wet Seal, "We are excited to be working with Ed and his team
after a year of intensive study of this part of the retail sector.
The Wet Seal brand is more than 50 years old and, as such, carries
a lifespan that few retailers can match.  We believe the new
strategy that Ed and his team have created will produce a bright
future for this iconic retailer."

The new company is privately held with a new board that includes
CEO Ed Thomas.  The legacy publicly-traded entity, The Wet Seal,
Inc. (DIP), is now named SEAL 123, Inc., and will wind up its case
pending in the Delaware Bankruptcy Court after completing the
resolution of creditor claims and distributions.

               About Versa Capital Management, LLC

Based in Philadelphia, Versa Capital Management, LLC --
http://www.versa.com-- is a private equity investment firm with
more than $1.4 billion of assets under management focused on
control investments in special situations involving middle market
companies where value and performance growth can be achieved
through enhanced operational and financial management.  Versa’s
portfolio includes retailers Avenue Stores and Vestis (Bob’s
Stores, Eastern Mountain Sports and Sport Chalet); restaurants such
as Black Angus Steakhouses; community newspapers under Civitas
Media; and manufacturers that service a variety of industries.  

                   About Crystal Financial LLC

Crystal Financial LLC -- http://www.crystalfinco.com-- is  a
portfolio company of Solar Capital Ltd.  It is an independent
commercial finance company that provides senior and junior secured
loans for both asset-based and cash flow financings (minimum of $10
million in fundings) to middle-market companies.  Its team of
experienced, responsive professionals has underwritten, closed and
managed more than $20 billion in secured debt commitments across a
wide range of industries.  

                        About Wet Seal

The Wet Seal, Inc., and three affiliates -- The Wet Seal Retail,
Inc., Wet Seal Catalog, Inc., and Wet Seal GC, LLC -- filed
separate Chapter 11 petitions (Bankr. D. Del. Case Nos. 15-10081 to
15-10084) on Jan. 15, 2015.  The Debtors are a national
multi-channel retailer selling fashion apparel and accessory items
designed for female customers aged 13 to 24 years old.  Wet Seal
listed total assets of $92.8 million and total liabilities of
$103.4 million as of Nov. 1, 2014.  

The Hon. Christopher S. Sontchi presides over the jointly
administered cases.  Maris J. Kandestin, Esq., and Michael R.
Nestor, Esq., at Young Conaway Stargatt & Taylor, LLP; Lee R.
Bogdanoff, Esq., Michael L. Tuchin, Esq., David M. Guess, Esq., and
Jonathan M. Weiss, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP;
and Paul Hastings LLP, serve as the Debtors' Chapter 11 counsel.
FTI Consulting serves as the Debtors' restructuring advisor.  The
Debtors' investment banker is Houlihan Lokey.  The Debtors tapped
Donlin, Recano & Co., Inc. as claims and noticing agent.  

The petitions were signed by Thomas R. Hillebrandt, interim chief
financial officer.

B. Riley, the original DIP lender and plan sponsor, is represented
by Van C. Durrer, II, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP.

Versa Capital Management, LLC, and its affiliate, Mador Lending,
LLC, which was selected as the successful bidder at an auction, is
being advised by Greenberg Traurig LLP, Klehr Harrison Harvey
Branzburg LLP, and KPMG LLP.  

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors.


[*] Bankruptcies Among Public Companies Hikes to 26 in 1st Quarter
------------------------------------------------------------------
Tom Hals at Reuters reports that the number of bankruptcies among
publicly traded U.S. companies has increased to the highest
first-quarter level for five years.  According to Reuters, the
number of  publicly traded U.S. corporations that filed for
bankruptcy doubled to 26 in the first three months of 2015, from 11
in the first quarter of 2014, and was the highest since 27 in the
first quarter of 2010.  This year will end with more than 100
public company bankruptcies if the pace of the first quarter
continues, the report says.

Reuters relates that one of the major reasons for the increased
filings is the dropping prices of crude oil and other commodities.
A more aggressive stance by lenders may also be hurting some
companies, the report states, citing bankruptcy experts.

Marine Cole at The Fiscal Times reports that an increasing number
of professionals filing for bankruptcy are likely to be upper
middle class or even high-net-worth individuals, a trend that has
spiraled since the 2008 financial crisis due to investments gone
wrong.  The Fiscal Times says that these professions are most
vulnerable to bankruptcy: professional athletes, doctors,
celebrities, and investment professionals.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re G Street Food 15, LLC
   Bankr. D.D.C. Case No. 15-00187
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/dcb15-00187.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Jerome B. Perlmutter, D.D.S., P.A.
   Bankr. S.D. Fla. Case No. 15-16017
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/flsb15-16017.pdf
         represented by: Brian K. McMahon, Esq.
                         E-mail: briankmcmahon@gmail.com

In re Victor Rodriguez and Margarita Rodriguez
   Bankr. D. Nev. Case No. 15-11864
      Chapter 11 Petition filed April 2, 2015

In re Alex Schleider
   Bankr. D.N.J. Case No. 15-16030
      Chapter 11 Petition filed April 2, 2015

In re Sean Dominic Cresap and Tina Marie Cresap
   Bankr. E.D. Wash. Case No. 15-01228
      Chapter 11 Petition filed April 2, 2015

In re Parties Are Us, Inc.
        dba H&H Enterprises Entertainment Services
   Bankr. S.D.W. Va. Case No. 15-20180
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/wvsb15-20180.pdf
         represented by: Mitchell Lee Klein, Esq.
                         KLEIN, SHERIDAN & GLAZER, LC
                         E-mail: swhittington@kleinandsheridan.com

In re Viridia, LLC
   Bankr. S.D.W. Va. Case No. 15-20181
      Chapter 11 Petition filed April 2, 2015
         See http://bankrupt.com/misc/wvsb15-20181.pdf
         represented by: W. Bradley Sorrells, Esq.
                         ROBINSON & MCELWEE, PLLC
                         E-mail: wbs@ramlaw.com

In re Denise Smith
   Bankr. C.D. Cal. Case No. 15-15417
      Chapter 11 Petition filed April 7, 2015

In re Sam F. Hindsman
   Bankr. C.D. Cal. Case No. 15-15423
      Chapter 11 Petition filed April 7, 2015

In re Logic Dynamics USA Inc.
   Bankr. C.D. Cal. Case No. 15-15426
      Chapter 11 Petition filed April 7, 2015
         See http://bankrupt.com/misc/cacb15-15426.pdf
         represented by: Khachik Akhkashian, Esq.
                         LAW OFFICES OF KHACHIK AKHKASHIAN
                         E-mail: akhkashianlaw@yahoo.com

In re Epicurean Foods, LLC
   Bankr. D.D.C. Case No. 15-00199
      Chapter 11 Petition filed April 7, 2015
         See http://bankrupt.com/misc/dcb15-00199.pdf
         Filed Pro Se

In re Mizan Patwary and Deborah Patwary
   Bankr. M.D. Fla. Case No. 15-03566
      Chapter 11 Petition filed April 7, 2015
         represented by: Suzy Tate, Esq.
                         SUZY TATE, P.A.
                         E-mail: suzy@suzytate.com

In re Professional Investments & Consulting Inc.
   Bankr. S.D. Fla. Case No. 15-16272
      Chapter 11 Petition filed April 7, 2015
         Filed Pro Se

In re Fresco Plaster Finishes, Inc.
   Bankr. S.D. Ill. Case No. 15-12504
      Chapter 11 Petition filed April 7, 2015
         See http://bankrupt.com/misc/ilnb15-12504.pdf
         represented by: Joel A. Schechter, Esq.
                         LAW OFFICES OF JOEL SCHECHTER
                         E-mail: joelschechter@covad.net

In re Pahrump 88, LLC
   Bankr. D. Nev. Case No. 15-11907
      Chapter 11 Petition filed April 7, 2015
         See http://bankrupt.com/misc/nvb15-11907.pdf
         represented by: Randy M. Creighton, Esq.
                         CREIGHTON LAW GROUP
                         E-mail: randy@smallbusinessattorney.vegas

In re JNF Collision Experts I, Inc.
   Bankr. D.N.J. Case No. 15-16229
      Chapter 11 Petition filed April 7, 2015
         See http://bankrupt.com/misc/njb15-16229.pdf
         represented by: David J. Adler, Esq.
                         MCCARTER & ENGLISH, LLP
                         E-mail: DAdler@McCarter.com

In re ABC Caging Fulfillment, Inc.
   Bankr. D.N.J. Case No. 15-16241
      Chapter 11 Petition filed April 7, 2015
         See http://bankrupt.com/misc/njb15-16241.pdf
         represented by: Timothy P. Neumann, Esq.
                         BROEGE, NEUMANN, FISCHER & SHAVER
                         E-mail: timothy.neumann25@gmail.com

In re Arthur L. Handson, III
   Bankr. D.N.J. Case No. 15-16296
      Chapter 11 Petition filed April 7, 2015

In re Brentley C. Goodwin
   Bankr. E.D.N.C. Case No. 15-01921
      Chapter 11 Petition filed April 7, 2015

In re Stephen M. Putzi
   Bankr. M.D. Pa. Case No. 15-01431
      Chapter 11 Petition filed April 7, 2015

In re Millennium Luxury Imports of Dallas, LLC
   Bankr. E.D. Tex. Case No. 15-40627
      Chapter 11 Petition filed April 7, 2015
         See http://bankrupt.com/misc/txeb15-40627.pdf
         represented by: Howard Marc Spector, Esq.
                         SPECTOR & JOHNSON, PLLC
                         E-mail: hspector@spectorjohnson.com

In re Louis L. Ybarra
   Bankr. W.D. Tex. Case No. 15-50879
      Chapter 11 Petition filed April 7, 2015

In re Cathy Jan Craig
   Bankr. W.D. Tex. Case No. 15-50897
      Chapter 11 Petition filed April 7, 2015

In re Inglewood Woman's Club, Inc.
   Bankr. D. Ariz. Case No. 15-04005
      Chapter 11 Petition filed April 8, 2015
         See http://bankrupt.com/misc/azb15-04005.pdf
         represented by: Jill H. Perrella, Esq.
                         SNELL & WILMER, LLP
                         E-mail: jperrella@swlaw.com

In re Stelcor Energy Corp.
   Bankr. D. Ariz. Case No. 15-04006
      Chapter 11 Petition filed April 8, 2015
         See http://bankrupt.com/misc/azb15-04006.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Richard Arthur Brouillet
   Bankr. C.D. Cal. Case No. 15-30426
      Chapter 11 Petition filed April 8, 2015

In re TBSF2 LLC
   Bankr. S.D. Cal. Case No. 15-02311
      Chapter 11 Petition filed April 8, 2015
         See http://bankrupt.com/misc/casb15-02311.pdf
         represented by: J. Daniel Holsenback, Esq.
                         E-mail: jdan@blueskycapital.com

In re John Warren Holdsworth, III
   Bankr. M.D. Fla. Case No. 15-03622
      Chapter 11 Petition filed April 8, 2015

In re Marlin Ray Briggs, Jr.
   Bankr. M.D. Fla. Case No. 15-03624
      Chapter 11 Petition filed April 8, 2015

In re Cooper Condominiums LLC
   Bankr. D.N.J. Case No. 15-16327
      Chapter 11 Petition filed April 8, 2015
         See http://bankrupt.com/misc/njb15-16327.pdf
         represented by: Barry Scott Miller, Esq.
                         E-mail: bmiller@barrysmilleresq.com

In re Mack's Heating & Air Conditioning Company
   Bankr. M.D.N.C. Case No. 15-80369
      Chapter 11 Petition filed April 8, 2015
         See http://bankrupt.com/misc/ncmb15-80369.pdf
         represented by: Dirk W. Siegmund, Esq.
                         IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP
                         E-mail: dws@imgt-law.com

In re Supoch Tharasena
   Bankr. W.D. Okla. Case No. 15-11292
      Chapter 11 Petition filed April 8, 2015

In re Gary Edgar McDonald
   Bankr. M.D. Tenn. Case No. 15-02392
      Chapter 11 Petition filed April 8, 2015

In re GED Investments Spring, LLC
   Bankr. S.D. Tex. Case No. 15-32029
      Chapter 11 Petition filed April 8, 2015
         See http://bankrupt.com/misc/txsb15-32029.pdf
         represented by: Reese W. Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Douglas Alan Huntington
   Bankr. W.D. Wash. Case No. 15-41610
      Chapter 11 Petition filed April 8, 2015

In re Valois Dynasty, LLC
   Bankr. E.D. Ark. Case No. 15-11706
      Chapter 11 Petition filed April 9, 2015
         See http://bankrupt.com/misc/areb15-11706.pdf
         Filed Pro Se

In re Gayle Michelle Kookootsedes
   Bankr. C.D. Cal. Case No. 15-11809
      Chapter 11 Petition filed April 9, 2015

In re North Shore Marina LLC
   Bankr. D. Kan. Case No. 15-40328
      Chapter 11 Petition filed April 9, 2015
         See http://bankrupt.com/misc/ksb15-40328.pdf
         represented by: Tom R. Barnes, II, Esq.
                         STUMBO, HANSON, LLP
                         E-mail: tom@stumbolaw.com

In re Marco Antonio Campos-Vasquez
   Bankr. D. Nev. Case No. 15-12003
      Chapter 11 Petition filed April 9, 2015

In re Robert T. Crimi, Sr.
   Bankr. D.N.J. Case No. 15-16421
      Chapter 11 Petition filed April 9, 2015

In re Christopher Michael Cole
   Bankr. D.S.C. Case No. 15-01956
      Chapter 11 Petition filed April 9, 2015

In re Linda E. Tabor
   Bankr. D.S.C. Case No. 15-01957
      Chapter 11 Petition filed April 9, 2015

In re Clement Cattle Co., LLC
   Bankr. N.D. Tex. Case No. 15-10072
      Chapter 11 Petition filed April 9, 2015
         See http://bankrupt.com/misc/txnb15-10072.pdf
         represented by: Charles Dick Harris, Esq.
                         LAW OFFICE OF DICK HARRIS, P.C.
                         E-mail: dharris_law_firm@swbell.net

In re Abdul K. Gassama, Sr. and Memunatu Gassama
   Bankr. D. Md. Case No. 15-14821
      Chapter 11 Petition filed April 10, 2015
         represented by: John C. Gordon, Esq.
                         E-mail: johngordon@me.com

In re Rock High Realty, LLC
   Bankr. D. Conn. Case No. 15-50486
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/ctb15-50486.pdf
         represented by: Roy W. Moss, Esq.
                         E-mail: roywmoss@optimum.net

In re CCD Group, Inc.
   Bankr. S.D. Fla. Case No. 15-16477
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/flsb15-16477.pdf
         represented by: Ronald Andersen Hurst, Jr., Esq.
                         THE HURST LAW GROUP, P.L.
                         E-mail: rahurst@hurstlawgroup.com

In re Adam David Partnership 3, LLC
   Bankr. W.D. La. Case No. 15-50435
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/lawb15-50435.pdf
         represented by: Arthur A. Vingiello, Esq.
                         STEFFES, VINGIELLO & MCKENZIE, LLC
                         E-mail: avingiello@steffeslaw.com

In re Mint Restaurant, LLC
   Bankr. S.D. Miss. Case No. 15-01204
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/mssb15-01204.pdf
         represented by: R. Michael Bolen, Esq.
                         HOOD & BOLEN, PLLC
                         E-mail: rmb@hoodbolen.com

In re American Boychoir School
   Bankr. D.N.J. Case No. 15-16475
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/njb15-16475.pdf
         represented by: Brian W. Hofmeister, Esq.
                         LAW FIRM OF BRIAN W. HOFMEISTER
                         E-mail: bwh@hofmeisterfirm.com

In re La Estrella Fast Food, Inc.
   Bankr. D.P.R. Case No. 15-02687
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/txsb15-02687.pdf
         represented by: Maria Soledad Lozada Figueroa, Esq.
                         MS LOZADA LAW OFFICE
                         E-mail: lcdamslozada@gmail.com

In re Royal Bodkin, LLC
   Bankr. S.D. Tex. Case No. 15-32065
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/txsb15-32065.pdf
         represented by: Reese W. Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net

In re Woolworth Interest, LLC
   Bankr. S.D. Tex. Case No. 15-32067
      Chapter 11 Petition filed April 10, 2015
         See http://bankrupt.com/misc/txsb15-32067.pdf
         represented by: Reese W. Baker, Esq.
                         BAKER & ASSOCIATES
                         E-mail: courtdocs@bakerassociates.net


                            *********

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 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

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