TCR_Public/150424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 24, 2015, Vol. 19, No. 114

                            Headlines

21ST CENTURY ONCOLOGY: Unit is Offering $400 Million Sr. Notes
248 AVENUE X: Case Summary & 2 Largest Unsecured Creditors
ACOSTA INC: S&P Assigns 'B' Rating on $2.06BB Term Loan B-1
ADVANCED MICRO: Fitch Affirms 'B-' IDR & Alters Outlook to Negative
ADVANCED MICRO: Moody's Lowers CFR to 'B3' & Alters Outlook to Neg

AGRITEK HOLDINGS: D. Brooks & Associates Has Going Concern Doubt
AGUA CALIENTE: Fitch Corrects April 17 Ratings Release
ALLIED NEVADA: Creditors' Panel Hires Zolfo Cooper as Consultant
AMERICAN INT'L GROUP: Judge Questions 2008 Bailout's Tough Terms
ANDALAY SOLAR: Annual Meeting Set for June 9

APOGEE WESTERN: Case Summary & 4 Largest Unsecured Creditors
ART AND ARCHITECTURE: Court Okays Deal on Rule 2004 Examination
ASPEN RIDGE SCHOOL: S&P Rates $11.01MM 2015A/B Revenue Bonds 'BB+'
ATLANTIC CITY, NJ: State Appoints Mediator
ATOSSA GENETICS: BDO USA Expresses Going Concern Doubt

AVAYA INC: Moody's Assigns B1 Rating on Proposed Term Loan
BE ACTIVE HOLDINGS: Has $12.6 Million Net Loss in 2014
BIOPHARMX CORP: Burr Pilger Mayer Expresses Going Concern Doubt
BRASA HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive
CATASYS INC: Obtains $2 Million From Securities Sale

CCO HOLDINGS: Fitch Assigns 'BB-' Rating to $800MM Notes Due 2027
CHART INDUSTRIES: Moody's Withdraws All Ratings
CHROMAFLO ACQUISITION: S&P Lowers CCR to 'B-'; Outlook Stable
CINEMARK USA: S&P Retains 'BB+' Sr. Secured Debt Rating
COATES INT'L: Cowan Gunteski Expresses Going Concern Doubt

CONCENTRA INC: S&P Assigns 'B+' CCR; Outlook Negative
CONNEAUT LAKE: Fails to Resolve Dispute on Insurance Settlement
CONNEAUT LAKE: Needs $300,000 to Reopen Park on May 22
EDMENTUM INC: Moody's Affirms Caa1 Corp. Family Rating
EDWIN RITTER JONAS: 9th Cir. Affirms Chapter 11 Case Dismissal

EMMIS COMMUNICATION: S&P Affirms 'B' Corp. Credit Rating
EMMIS OPERATING: Moody's Lowers Corporate Family Rating to B3
ENGLOBAL CORP: Board Approves Stock Repurchase Program
ERESEARCH TECHNOLOGY: Moody's Affirms B2 Corporate Family Rating
ERESEARCH TECHNOLOGY: S&P Affirms 'B' CCR, Outlook Stable

ERF WIRELESS: Still Working to Complete Form 10-K
ESSAR STEEL: S&P Lowers CCR to 'CCC+' on Weaker Liquidity
EVERYWARE GLOBAL: Plan & Disclosure Statement Hearing on May 20
EVERYWARE GLOBAL: Reports $120-Mil. Net Loss in 2014
FAIRFAX FINANCIAL: Moody's Rates C$200MM M Shares 'Ba2(hyb)'

FCC HOLDINGS: S&P Lowers ICR to 'CCC' on Announced Asset Sale
FRESH PRODUCE: Court Issues Joint Administration Order
FRESH PRODUCE: Seeks to Conduct Going-Out-of-Business Sales
GENCORP INC: Moody's Affirms 'B1' Corp. Family Rating, Outlook Neg.
GILLA INC: Auditor Expresses Going Concern Doubt

GRIDWAY ENERGY: Plan Filing Date Extended to July 6
HALCON RESOURCES: Moody's Lowers Corp. Family Rating to Caa2
HALCON RESOURCES: Plans to Offer $500 Million Senior Notes
HALCON RESOURCES: Preliminary Q1 2015 Production Results
HALCON RESOURCES: S&P Assigns 'CCC' Rating on $500MM Sr. Notes

HIPCRICKET INC: Ch. 11 Plan Goes to May 13 Confirmation Hearing
IMRIS INC: Receives Nasdaq Bid Price Deficiency Notice
INT'L MANUFACTURING: Withdraws Motion for Relief From Stay
IT LLC: Case Summary & 20 Largest Unsecured Creditors
J.C. PENNEY: S&P Revises Outlook to Pos. & Affirms 'CCC+' CCR

JILL ACQUISITION: Moody's Assigns 'B2' CFR, Outlook Stable
JILL HOLDINGS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
KARMALOOP INC: US Trustee to Continue Creditors Meeting on May 21
KNEL ACQUISITION: S&P Retains 'B' CCR Over $10MM Debt Add-On
KU6 MEDIA: Corrects Outstanding Common Shares Figures

LEGACY RESERVES: Moody's Alters Outlook to Stable & Affirms B2 CFR
LEHMAN BROTHERS: Lawyers Says Ex-Top Trader Seeks "Double Recovery"
LENNAR CORP: Fitch Assigns BB+ Rating on $400MM Sr. Notes Due 2025
LENNAR CORP: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba3'
LENNAR CORP: S&P Assigns 'BB' Rating on $400MM Sr. Unsecured Notes

LEVI STRAUSS: Fitch Gives 'BB-' Rating to $475MM Unsecured Notes
LOUISIANA STATE UNIVERSITY: Drafting "Academic Bankruptcy" Plan
MCJUNKIN RED: S&P Lowers CCR to 'B+' on Higher Debt Leverage
MIDWEST PROPERTIES: Case Summary & 9 Top Unsecured Creditors
MINT LEASING: Jerry Parish Reports 48.3% Stake

MT GOX: Kraken Accepts Creditor Claims Through Website
MYMETICS CORP: Auditor Expresses Going Concern Doubt
NATROL INC: Wants Plan Filing Exclusivity Until June 8
NEPHROS INC: Appoints President, CEO and Chairman
NNN 3500: US Bank Asks Court to Allow Claim

O&S TRUCKING: 8th Cir. BAP Tosses Appeal Over Daimler Claim
OPTIM ENERGY: Disclosure Statement Hearing Adjourned to May 13
OPTIMUMBANK HOLDINGS: Gets Non-Compliance Notice From NASDAQ Anew
PILOT TRAVEL: S&P Raises CCR to 'BB+' on Improving Performance
PLASTIC2OIL INC: Amends 2014 Form 10-K

POSTMEDIA NETWORK: Moody's Rates C$140MM First Lien Notes ''Ba3'
POW! ENTERTAINMENT: Incurs $94.7K Net Loss for in 2014
PRINCE MINERAL: S&P Lowers CCR to 'B-', Outlook Stable
PRISO ACQUISITION: Moody's Assigns B2 Corp. Family Rating
PROJECT PORSCHE: S&P Lowers CCR to 'CC' on Recapitalization Plan

PROLOGIS INC: Fitch Affirms 'BB+' Rating on $78.2MM Preferred Stock
PRONERVE HOLDINGS: Creditors' Panel Hires Blank Rome as Counsel
PRONERVE HOLDINGS: Creditors' Panel Hires Carl Marks as Advisors
PRONERVE HOLDINGS: Panel Blocks Sale of Assets to SpecialtyCare
PUTNAM ENERGY: Hires Heller Draper as Chapter 11 Counsel

PUTNAM ENERGY: Names David Cohen as Local Counsel
QUICKSILVER RESOURCES: S&P Withdraws 'D' CCR at Issuer's Request
RITE AID: Amends By-Laws to Implement "Proxy Access"
SABINE OIL: Elects to Exercise Right to 30-Day Grace Period
SABINE OIL: S&P Lowers CCR to 'D' on Missed Interest Payment

SCHOOL OF EXCELLENCE: S&P Lowers 2004A Bonds Rating to 'BB'
SEALED AIR: Intellibot Robotics Deal No Impact on Moody's Ba3 CFR
SEANERGY MARITIME: E&Y Expresses Going Concern Doubt
SERVICE CORP: Moody's Hikes CFR to Ba2 & Sr. Unsec Ratings to Ba3
SEVEN GENERATIONS: S&P Rates Proposed $400MM Unsec. Notes CCC+'

SPIRIT AEROSYSTEMS: S&P Raises Unsecured Debt Rating to 'BB'
SUMMIT MATERIALS: LaFarge Acquisition No Impact on Moody's B3 CFR
TLC HEALTH: Court Approves Steiger Realty as Real Estate Agent
TRITON FOODS: Case Summary & 20 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: Exclusive Plan Filing Date Extended to Aug. 5

TRUMP ENTERTAINMENT: Gets Approval to Settle Thermal Energy Claims
TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative
VENOCO INC: S&P Raises CCR to 'CCC+'; Outlook Negative
VIRGIN ISLANDS: Fitch Affirms 'BB-' Rating on $103MM Revenue Bonds
WARREN RESOURCES: S&P Lowers CCR to 'CCC+'; Outlook Negative

WASH MULTIFAMILY: Moody's Assigns 'B3' CFR, Outlook Stable
WASH MULTIFAMILY: S&P Assigns 'B' CCR, Outlook Stable
WELBY TOD: Voluntary Chapter 11 Case Summary
WET SEAL: Wants Deadline to Remove Suits Extended to July 14
WORLD SURVEILLANCE: Two Directors Quit

XINERGY LTD: Court Issues Joint Administration Order
XINERGY LTD: Has Interim OK to Borrow $7.5-Mil. in DIP Loan
XINERY LTD: Has Until June 19 to File Schedules
XRPRO SCIENCES: Registers 2.1 Million Common Shares for Resale
[*] Fitch Affirms & Assigns Recovery Ratings to 7 US Telecom Cos.

[*] State Courts Grow in Popularity as Forums for Liquidations
[*] US Student Loan Prepayment May Mean FFELP Defaults, Fitch Says
[^] BOOK REVIEW: The First Junk Bond

                            *********

21ST CENTURY ONCOLOGY: Unit is Offering $400 Million Sr. Notes
--------------------------------------------------------------
21st Century Oncology, Inc., a wholly owned subsidiary of 21st
Century Oncology Holdings, Inc., launched an offering of $400
million aggregate principal amount of senior notes due 2023,
according to a document filed with the Securities and Exchange
Commission.  In connection with the Offering, the Company provided
potential investors with certain information about the Company.

While complete financial information and operating data is not yet
available, based on the information currently available, the
Company's management preliminarily estimates that for the three
months ended March 31, 2015, its total revenues will be between
$265 million and $278 million, compared to revenue for the three
months ended March 31, 2014 of $233.4 million.

                   Recent Strategic Developments

On Jan. 2, 2015, the Company entered into a joint venture with
NWCC, pursuant to which we acquired an 80% interest in a radiation
oncology practice in the Tri-Cities Market of Washington State.  On
Jan. 6, 2015, the Company acquired via one of its joint ventures
Maddock, which is a single radiation oncology center located in
Warwick, Rhode Island.  This tuck-in acquisition expands the
Company's footprint in this market providing another radiation
oncology location near the Company's joint venture partner hospital
and other locations.

                      New Credit Facilities

In connection with the Offering, the Company intends to enter into
a new five-year revolving credit facility providing for up to $125
million of revolving extensions of credit outstanding at any time
and a new seven-year first lien term loan facility with proceeds of
$570 million.  The Company expects that the New Credit Facilities
will contain affirmative and negative covenants customary for this
type of financing.  The completion of the Offering is conditioned
upon the Company's entering into the New Credit Facilities on the
terms, and the Company's entry into the New Revolving Credit
Facility is conditioned upon receiving proceeds from the New Term
Loan and certain other financings of at least $570 million or
otherwise refinancing the Company's existing term loan facility,
the OnCure Notes and the Company's senior secured second lien notes
in full.  There are no assurances that the closing of the New
Credit Facilities will occur on these terms or at all.

             Offer to Purchase and Consent Solicitation

Substantially concurrently with the Offering, OnCure, a subsidiary
of 21st Century Oncology, Inc., is offering to purchase and seeking
consents from the holders of its $82.5 million aggregate principal
amount outstanding 113/4% Senior Secured Notes due 2017 to acquire
all of the outstanding OnCure Notes and eliminate substantially all
restrictive covenants and certain events of default applicable to
the OnCure Notes contained in the indenture relating to such notes
and to amend the escrow agreement related to the OnCure Notes.  The
closing of the OnCure Tender Offer and Consent is conditioned upon
our consummation of financing transactions that yield proceeds to
the Company of at least $660 million, and the closing of the
Offering is conditioned upon OnCure obtaining the requisite
consents in connection with the OnCure Tender Offer and Consent.

                 Repayment of Existing Term Loan
                 and Redemption of Existing Notes

The Company intends to use the proceeds of the Offering, borrowings
under the Company's New Credit Facilities and cash on hand, in
part, to repay the Company's $90 million term loan facility and to
redeem our $380.1 million aggregate principal amount of 97/8%
Senior Subordinated Notes due 2017 and the Company's $350 million
aggregate principal amount of 87/8% Senior Secured Second Lien
Notes due 2017.

                        SFRO Contribution

Substantially concurrently with the Offering, the Company plans to
contribute all of its equity interests in South Florida Radiation
Oncology, Inc. to 21st Century Oncology, Inc. and it is expected
that our SFRO holding company will become a guarantor of the notes
and the New Credit Facilities.

In addition, the Company is currently in negotiations with SFRO's
minority equityholders to purchase the remaining 35% interest in
SFRO that the Company does not currently own with a target
effective date in the second quarter or third quarter of 2015.





                         About 21st Century

21st Century Oncology, Inc., formerly known as Radiation Therapy
Services, Inc. ("RTS") owns and operates radiation treatment
facilities in the US and Latin America.

The Company's balance sheet at June 30, 2014, showed $1.11 billion
in total assets, $1.38 billion in total liabilities, $46.65
million in noncontrolling interests-redeemable, and a $325.04
million total deficit.

                            *     *     *

As reported by the TCR on Feb. 27, 2015, Moody's Investors Service
upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and
Probability of Default Rating to B3 and B3-PD, respectively.
The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2
reflects the receipt of a $325 million preferred equity investment
from the Canada Pension Plan Investment Board and subsequent debt
reduction.

In the April 16, 2015, edition of the TCR, Standard & Poor's
Ratings Services affirmed its 'B-' corporate credit rating on Fort
Myers-based cancer care provider 21st Century Oncology Holdings
Inc.


248 AVENUE X: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 248 Avenue X LLC
        248 Avenue X
        Brooklyn, NY 11223

Case No.: 15-41797

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: April 22, 2015

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

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Ronald A Lenowitz, Esq.
                  7600 Jericho Turnpike, Suite 300
                  Woodbury, NY 11797
                  Tel: (516) 364-3080
                  Fax: (516) 364-3082
                  Email: rlenolaw@yahoo.com

Total Assets: $400,000

Total Liabilities: $1.25 million

The petition was signed by Aksana Strashnow, principal member.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb15-41797.pdf


ACOSTA INC: S&P Assigns 'B' Rating on $2.06BB Term Loan B-1
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating on Jacksonville, Fla.-based Acosta
Inc.'s new $2.06 billion term loan B-1.  The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%, on
the low end of this range) in the event of payment default.  The
new term loan B-1 will replace the company's existing term loan B
at a lower interest rate.  The company also plans to reduce pricing
on its revolver.  Other than the proposed reduced pricing and a 12
month soft call extension, the terms of the new loan are
substantially the same as the existing loan.

The ratings are subject to change and assume the transaction is
closed on substantially the terms presented to S&P.  All of S&P's
other ratings on the company, including the 'B' corporate credit
rating, remain unchanged.  S&P will withdraw its ratings on the
existing term loan B once the facility is terminated.  Pro forma
for the proposed transaction, total debt outstanding is about $2.9
billion.

S&P's ratings reflect Acosta's significant debt burden and
financial sponsor ownership.  S&P expects credit metrics will
remain very weak and the company's financial policy will remain
aggressive.  Given Acosta's financial sponsor-ownership, S&P
believes additional debt issuance for acquisitions or dividends
will offset any significant credit metric improvement from sales
and profit growth.  S&P assumes leverage will remain above 7.0x for
the next 12 to 24 months.

"Our ratings also reflect Acosta's good market position in the
sales and marketing services industry and its national scale.  We
expect Acosta to continue benefitting from consumer product
companies outsourcing sales and marketing functions.  While we
believe industry growth is slowing, we view Acosta's and other
industry participants' services as more cost-effective than
retaining sales and marketing functions entirely in-house.  These
factors should continue to support moderate sales and profit
growth.  Acosta and Advantage Sales & Marketing (ASM) are the
industry's two largest players with more than 20% share each. After
CROSSMARK, the third largest player, the remainder of the industry
is highly fragmented.  We believe Acosta and ASM will be able to
grow their share, as they have a competitive advantage over smaller
competitors because many large retail and consumer product
companies require a national sales force to service their
accounts," S&P said.

RATINGS LIST

Acosta Inc.
Corporate credit rating                    B/Stable/--

Ratings Assigned
Acosta Inc.
Senior secured
  $2.06 bil. term loan B-1                  B
   Recovery rating                          3L



ADVANCED MICRO: Fitch Affirms 'B-' IDR & Alters Outlook to Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed the ratings for Advanced Micro Devices
Inc. (NYSE: AMD), including the long-term Issuer Default Rating
(IDR), at 'B-'. Fitch also revised the Rating Outlook to Negative
from Stable.

Fitch's actions affect $2.6 billion of total debt, including the
asset backed credit facility (ABL). A full list of ratings follows
at the end of this commentary.

The ratings and Outlook reflect Fitch's expectations for a weaker
than previously anticipated operating performance through at least
the near term, which could result in incremental borrowing to
support negative free cash flow (FCF).

Persistently weak personal computer (PC) demand, excess channel
inventory and foreign currency headwinds will drive substantial
weakness in at least the first half of 2015. For the full year,
Fitch forecasts negative 15%-20% revenue growth, despite
expectations for solid Windows 10 adoption, strong seasonal gaming
console demand, and rebalanced channel inventory in the back half
of 2015.

Fitch expects operating EBITDA margin will strengthen but remain in
the mid-single digits, driven by sales mix, lower revenues and
essentially fixed research and development (R&D) spending. Fitch
believes profit margin contraction may be exacerbated in 2015 by
aggressive pricing for discrete graphics processors to clear excess
inventory.

Cash usage continues and Fitch estimates negative FCF could exceed
$200 million in 2015, driven by lower revenue and profitability.
Given AMD reported negative $195 million of FCF in the quarter
ended March 27, 2015, Fitch's estimate incorporates the company
ramping up sales in the second half of the year and ending 2015
with flat inventory levels.

RATINGS SENSITIVITIES

Negative rating actions could result from Fitch's expectations
for:

   -- Sustained negative revenue growth in the Enterprise,
      Embedded and Semi-Custom segment (EE&CS), indicating a
      diminished technology portfolio and undermining AMD's
      transformation away from legacy PC businesses; or

   -- Sustained FCF usage, resulting in cash balances declining
      toward the $600 million minimum level. Fitch believes this
      could be due to greater than expected average selling price
      (ASP) erosion for graphics APUs or stalled traction in semi-
      custom servers and non-legacy PC businesses.

Incremental positive rating actions could result from enhanced
revenue visibility and expectations for consistent FCF through the
cycle, both the result of AMD's successful business transformation.
Fitch believes an upgrade would be predicated on Fitch's
expectations for total leverage to remain near or below 4.5x from
structurally stronger operating EBITDA.

Fitch expects continued revenue declines for the Computing and
Graphics segment (C&G) through the intermediate term. In the near
term, AMD may partially offset weak PC demand with share gains in
discrete graphics processing units (GPUs).

Of more concern is the potential for further revenue declines in
EE&SC, which includes businesses critical to AMD's transformation
away from legacy PC markets. The company should benefit from
next-generation APU and GPU products shipping in the current
quarter and semi-customer server ramps in the second half of 2016.

Lower profitability and higher debt levels from ABL borrowings
would weaken credit protection measures. Fitch expects total
leverage (total debt-to-operating EBITDA) will spike to the
mid-teens in 2015 and fall to the high single digits through the
forecast period. Interest coverage (operating EBITDA-to-interest
expense) should remain near 1x for 2015. Fitch estimates total
leverage and interest coverage of 12x and 1.1x, respectively, for
the latest 12 months (LTM) ended March 27, 2015.

KEY RATING DRIVERS:

Ratings are supported by AMD's:

   -- Solid intellectual property (IP) for APUs and GPUs, which
      underpin AMD's business transformation;

   -- Role as a credible alternative chip supplier for PCs, a
      large albeit shrinking market, particularly for consumer
      PCs;

   -- Fabless manufacturing model, relieving the need for
      significant investments in leading-edge manufacturing
      capabilities, and strengthening FCF.

Ratings concerns include AMD's:

   -- Lack of revenue visibility, which should improve if the
      company's business transformation is successful;

   -- Challenges for foundry partners to keep pace with Intel's
      leading-edge manufacturing capabilities, potentially
      resulting in structural cost and performance disadvantages
      for future products;

   -- Volatile profitability and FCF, due to mostly short
      technology and product cycles and Intel-driven pricing
      pressures;

   -- Significantly less financial flexibility than that of key
        competitors, including Intel, NVIDIA and Qualcomm.

Fitch believes liquidity was sufficient as of March 27, 2015, and
consisted of:

   -- $677 million of cash and cash equivalents, around 90% of
      which was located in the U.S.;
   -- $229 million of marketable securities;
   -- A $500 million senior secured revolving credit facility
     (RCF) due 2019, of which $312 million was available at March
      27, 2015.

AMD's amended and restated credit agreement, which extends the
facility's expiration to 2019 from 2018, reduces pricing and
eliminates a minimum domestic cash covenant.

Total debt was $2.2 billion at March 27, 2015 and consisted
primarily of:

   -- $188 million outstanding on a $500 million senior secured
      RCF due 2019;
   -- $42 million of 6% senior unsecured convertible notes due
      2015;
   -- $600 million of 6.75% senior notes due 2019;
   -- $450 million of 7.75% senior unsecured notes due 2020;
   -- $475 million of 7.5% senior unsecured notes due 2022;
   -- $500 million of 7% senior notes due 2024;
   -- $10 million of capital leases.

AMD's Recovery Ratings (RRs) reflect Fitch's belief that the
company would be reorganized rather than liquidated in a bankruptcy
scenario. To arrive at a reorganization value, Fitch assumes a 5x
reorganization multiple and applies it to its estimate for
post-restructuring operating EBITDA of $300 million.

This reflects Fitch's belief that AMD would shed exposure to legacy
PC markets within the context of reorganization and focus on
higher-growth client APUs, semi-custom servers, high-end graphics
and gaming-related royalties. This results in an adjusted
reorganization value of $1.5 billion after subtracting
administrative claims, which exceeds a projected liquidation value
of $784 million.

Fitch estimates AMD's post-reorganization ABL would be fully drawn
at reorganization, given still sizeable receivables, inventory and
PP&E. The $500 million senior secured ABL would then recover 100%,
resulting in an 'RR1' rating. Fitch estimates the approximately
$2.1 billion of unsecured claims recover approximately 41%,
resulting in an RR of 'RR4'.

KEY ASSUMPTIONS:

   -- Negative 15%-20% revenue growth, driven by weak personal
      computer (PC) demand, excess channel inventory and foreign
      currency headwinds in at least the first half of 2015.

   -- Solid Windows 10 adoption, strong seasonal gaming console
      demand, and rebalanced channel inventory drive higher
      revenue growth in the second half of 2015.

   -- Operating EBITDA margin will remain in the mid-single
      digits, driven by sales mix, lower revenues and fixed R&D.

   -- Negative FCF of roughly $200 million in 2015, driven by
      lower revenue and profitability, which assumes the company
      clear excess inventory in the current year.

   -- Credit protection measures remain weak through the forecast
      period, driven by lower profitability and higher debt
levels.

Fitch has affirmed AMD's ratings as follows:

   -- Long-term IDR at 'B-';
   -- Senior secured RCF at 'BB-/RR1';
   -- Senior unsecured debt at 'B-/RR4'.



ADVANCED MICRO: Moody's Lowers CFR to 'B3' & Alters Outlook to Neg
------------------------------------------------------------------
Moody's Investors Service lowered Advanced Micro Devices, Inc's
corporate family rating to B3 from B2, and the ratings on the
senior unsecured notes to Caa1 from B2. The speculative grade
liquidity rating was affirmed at SGL-2. The outlook was changed to
negative from stable.

The downgrade of the corporate family rating to B3 reflects AMD's
prospects for operating losses over the next year and negative free
cash flow, in contrast to our previous expectations of modest
profitability and positive free cash flow. Moody's performance
outlook for AMD is driven by ongoing revenue declines and operating
losses in its PC-related business (microprocessors and graphics
chips) that will more than offset the expected profitability
(albeit lower than last year) in the company's embedded and
semi-custom chip business, which makes up roughly half of revenue.
"Weak demand conditions in the personal computer space,
particularly in the desktop and lower end segments, will persist
over the next few quarters", said Moody's Richard Lane. Combined
with efforts to reduce channel inventory ahead of Microsoft's
launch of the Windows 10 operating system this summer, Moody's
expects "AMD will continue to lose money in this shrinking part of
the business", said Lane.

The B3 corporate family rating reflect AMD's weaker operating
performance prospects, high financial leverage, prospects for
operating losses and an expectation for negative cash flow
generation over the next year. Revenue declines (Moody's estimate
25% to 30%) and operating losses in the company's core
microprocessor business as well as market share losses in its
graphics business will result in segment operating losses
throughout 2015, and in Moody's view, significantly diminished
prospects for profitability going forward given its declining scale
and share loss. Moody's expects AMD's embedded and semi-custom chip
business will remain profitable, but insufficiently to offset
losses in the rest of its business. While AMD has reported design
wins, including two large (unnamed) wins in late 2014 that could
have combined revenue in excess of $1 billion, the company recently
noted that revenue is not likely to build until the second half of
2016.

As a result of projected operating losses, credit metrics will be
very weak, with adjusted debt to EBITDA over 10x over the during
2015, up from 6.1 times at December 2014.

AMD reported $906 million of cash and marketable securities as of
March 2015 (the vast majority of which is domestic), down from
$1.04 billion at December 2014. The company is now targeting to
maintain cash and marketable securities of between $600 million and
$1 billion, down from previous targets of around $1 billion. AMD
maintains a $500 million asset based revolving credit facility
(ABL) under which $188 million was drawn as of March 2015. With
cash balances, access to the ABL, and no material debt maturities
until May 2019, near term liquidity is currently good. However,
Moody's expect AMD will consume $100 million to $200 million of
cash over the next year. As a result, Moody's expects AMD's 2015
year- end cash balances to approximate $700 million to $850
million.

Ratings downgraded:

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to B3-PD from B2-PD

  -- $600 million senior unsecured notes due 2019 to Caa1 (LGD4-
     62%) from B2 (LGD4-57%)

  -- $450 million senior unsecured notes due 2020 to Caa1 (LGD4-
     62%) from B2 (LGD4-57%)

  -- $500 million senior unsecured notes due 2022 to Caa1 (LGD4-
     62%) from B2 (LGD4-57%)

  -- $500 million senior unsecured notes due 2024 to Caa1 (LGD4-
     62%) from B2 (LGD4-57%)

Ratings affirmed

  -- Speculative grade liquidity rating at SGL-2

The negative outlook considers the execution challenges facing AMD,
the likelihood of ongoing losses, and, while currently adequate,
prospects for a weakening liquidity profile, although there are no
debt maturities until 2019 (aside from $42 million of notes due
this May).

The rating could be lowered if AMD's cash and liquid investments
are likely to drop below $750 million or if the company is unlikely
to achieve breakeven operating profit over the next year and
sustain modest profitability and positive free cash flow over the
intermediate term.

The rating is not likely to be raised over the near term. Longer
term, the rating could be raised if AMD is able to sustain revenue
growth with Moody's adjusted EBITDA margins above 8%, while
maintaining cash and liquid investments in excess of $1 billion and
achieving adjusted debt to EBITDA below 4 times.

The principal methodology used in these ratings was Global
Semiconductor Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


AGRITEK HOLDINGS: D. Brooks & Associates Has Going Concern Doubt
----------------------------------------------------------------
Agritek Holdings filed with the U.S. Securities and Exchange
Commission on Apr. 14, 2015, its annual report on Form 10-K for the
fiscal year ended Dec. 31, 2014.

D. Brooks & Associates CPA's P.A. expressed substantial doubt about
the Company's ability to continue as a going concern citing that
the Company has incurred operating losses, has incurred negative
cash flows from operations and has a working capital deficit.

The Company reported a net loss of $2.01 million on $47,300 in
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $4.42 million on $144,000 of revenues in the same period last
year.

The Company's balance sheet at Dec. 31, 2014, showed $1.5 million
in total assets, $1.73 million in total liabilities, and a
stockholders' deficit of $237,000.

A copy of the Form 10-K is available at:

                        http://is.gd/e33nsa

Agritek Holdings is engaged in the digitization of patient records
and distribution of hemp based nutritional products to the
medicinal marijuana sector in the United States.  The company
operates in two segments, Merchant Services and Wholesale Sales.
Its products include data management system, a technology platform,
which enables consumers to file, store, and retrieve original and
authentic personal health documents through the Internet; and
energy and hemp ice tea drink products.  The company also provides
a range of solutions for electronically processing merchant and
patient transactions in the healthcare industry.  In addition, it
is involved in importing and distributing vaporizers and
e-cigarettes under the Mont Blunt brand; and managing real property
for fully-licensed and compliant growers, and dispensaries in
regulated medicinal and recreational markets.  The company was
formerly known as MediSwipe, Inc. and changed its name to Agritek
Holdings, Inc. in May 2014.  Agritek Holdings, Inc. was
incorporated in 1997 and is based in West Palm Beach, Florida.


AGUA CALIENTE: Fitch Corrects April 17 Ratings Release
------------------------------------------------------
Fitch Ratings, on April 20, 2015, issued a correction of a release
originally issued Friday April 17, 2015. It provides additional
information regarding the assignment of recovery ratings (RRs) to
gaming issuers with 'BB' category Issuer Default Ratings (IDRs).

The corrected release notes that:

Fitch Ratings has affirmed 21 U.S. Gaming, Lodging & Leisure
companies' ratings.  The worksheet 'Rating Actions' provides:

-- A full list of ratings affirmed
-- A hyperlink to each issuer's rating summary page
    at www.fitchratings.com
-- Primary analyst and secondary analyst contact information

Fitch Ratings has assigned the following recovery ratings (RRs) to
gaming issuers with 'BB' category Issuer Default Ratings (IDRs):

   -- MGM China Holdings, Ltd (MGM Grand Paradise, S.A. as co-
      issuer) senior secured credit facility 'BBB-'/'RR1';

   -- Agua Caliente Band of Cahuilla Indians senior secured notes
      'BB+'/'RR2'.

The assignment of the recovery ratings reflects 'Recovery Ratings
and Notching Criteria for Non-Financial Corporates issuers'
criteria dated Nov. 18, 2014, which allows for the assignment of
recovery ratings for issuers with IDRs in the 'BB' category.

A copy of the corrected ratings worksheet is available at
http://is.gd/r0nJvH



ALLIED NEVADA: Creditors' Panel Hires Zolfo Cooper as Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied Nevada Gold
Corp., et al. seeks authorization from the U.S. Bankruptcy Court
for the District of Delaware to retain Zolfo Cooper, LLC as
bankruptcy consultant and financial advisors, nunc pro tunc to
March 23, 2015.

The Committee requires Zolfo Cooper to:

   (a) monitor the Debtors' cash flow and operating performance,
       including:

       - comparing actual financial and operating results to
         plans,

       - evaluating the adequacy of financial and operating
         controls,

       - tracking the status of the Debtors'/Debtors'
         professionals' progress relative to developing and
         implementing programs such as preparation of a business
         plan, identifying and disposing of non-productive assets,

         and other such activities, and

       - preparing periodic presentations to the Committee
         summarizing findings and observations resulting from
         Zolfo Cooper's monitoring activities;

   (b) analyze and comment on operating and cash flow projections,

       business plans, operating results, financial statements,
       other documents and information provided by the
       Debtors/Debtors' professionals, and other information and
       data pursuant to the Committee's request;

   (c) advise the Committee concerning interfacing with the
       Debtors, other constituencies and their respective
       professionals;

   (d) prepare for and attend meetings of the Committee;

   (e) analyze claims and perform investigations of potential
       preferential transfers, fraudulent conveyances, related-
       party transactions and such other transactions as may be
       requested by the Committee;

   (f) analyze and advise the Committee about the Debtors'
       proposed plan of reorganization, the underlying business
       plan, including the related assumptions and rationale, and
       the related disclosure statement;

   (g) prepare an expert report and provide testimony, as
       required; and

   (h) provide other services as requested by the Committee.

Zolfo Cooper will be paid at these hourly rates:

       Managing Directors               $775-$925
       Professional Staff               $265-$770
       Support Personnel                $60-$310

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

David MacGreevey, managing director of Zolfo Cooper, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on May 19, 2015, at 2:00 p.m.  Objections, if any, are
due April 28, 2015, 2015, at 4:00 p.m.

Zolfo Cooper can be reached at:

       David MacGreevey
       ZOLFO COOPER, LLC
       Grace Building
       1114 Avenue of the Americas
       41st Floor
       New York, NY 10036
       Tel: +1 (212) 561-4187
       Fax: +1 (212) 213- 1749
       E-mail: dmacgreevey@zolfocooper.com

                        About Allied Nevada

Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a
publicly traded U.S.-based gold and silver producer engaged in
mining, developing and exploring properties in the State of
Nevada.

ANV's common stock trades on the NYSE and the TSX.

ANV was spun off from Vista Gold Corp. in 2006 and began operations
in May 2007.  Nevada-based mining properties acquired from Vista
include the Hycroft Mine, an open-pit heap leach operation located
54 miles west of Winnemucca, Nevada.  ANV controls 75 exploration
properties throughout Nevada as of
Dec. 31, 2014.

On March 10, 2015, ANV and 13 affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Debtors have requested that their cases
be jointly administered under Case No. 15-10503.  The cases are
assigned to Judge Mary F. Walrath.

The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer
& Feld LLP as attorneys; FTI Consulting Inc. as financial advisor;
Moelis & Company as financial advisor; and Prime Clerk LLC as
claims and noticing agent.

ANV disclosed $941 million in total assets and $664 million in
total debt as of Dec. 31, 2014.


AMERICAN INT'L GROUP: Judge Questions 2008 Bailout's Tough Terms
----------------------------------------------------------------
Leslie Scism, writing for The Wall Street Journal, reported that
U.S. Judge Thomas Wheeler of the U.S. Court of Federal Claims
grilled a government lawyer over the 2008 rescue of American
International Group Inc. as closing arguments wrapped up in a case
that challenges whether the historic U.S. bailout was legal.

According to the report, when the lawyer for the Justice Department
defended the government's 79.9% equity stake acquired in exchange
for an emergency loan of $85 billion, Judge Wheeler said "it
doesn't seem far fetched" to question the deal's rigidity.

As previously reported by The Troubled Company Reporter, David
Boies, who represents former and longtime AIG Chief Executive
Maurice "Hank" R. Greenberg's Starr International Co., has made the
case that the Government cheated AIG shareholders of at least $25
billion partly for the benefit of an elite club of
banks.  Mr. Greenberg, who built AIG into a global
financial-services powerhouse during nearly 40 years at its helm,
is challenging the historic 2008 government bailout of the company
and has asked a federal judge to rule that the government coerced
AIG's board into harsh terms, allegedly cheating shareholders
including Mr. Greenberg in the process.

The case is Starr International Co. v. U.S., 11-cv-00779, U.S.
Court of Federal Claims (Washington).

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


ANDALAY SOLAR: Annual Meeting Set for June 9
--------------------------------------------
Andalay Solar, Inc., announced that the annual meeting of
stockholders will be held on June 9, 2015, at its principal
corporate offices located at 48900 Milmont Drive, Fremont,
California.  The record date for the annual meeting is April 21,
2015.

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems.  In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel.  This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim.  In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent.  This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel.  A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.

For the year ended Dec. 31, 2014, the Company incurred a net loss
attributable to common stockholders of $1.87 million on $1.28
million of net revenue compared to a net loss attributable to
common stockholders of $3.85 million on $1.12 million of net
revenue in 2013.

As of Dec. 31, 2014, the Company had $2.56 million in total assets,
$5.51 million in total liabilities and a $2.95 million
stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company's significant operating losses and
negative cash flow from operations raise substantial doubt about
its ability to continue as a going concern.


APOGEE WESTERN: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Apogee Western Inc
        27300 Capricho Circle
        Temecula, CA 92590

Case No.: 15-14021

Chapter 11 Petition Date: April 22, 2015

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

Judge: Hon. Mark D. Houle

Debtor's Counsel: Alan L Mohill
                  43015 Blackdeer Loop Suite 101
                  Temecula, CA 92590
                  Tel: 951-296-3307

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth Hall, director.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb15-14021.pdf


ART AND ARCHITECTURE: Court Okays Deal on Rule 2004 Examination
---------------------------------------------------------------
U.S. Bankruptcy Judge Robert Kwan gave his stamp of approval on a
"Stipulation Regarding Conduct of Rule 2004 Examination Including
Production of Documents by Official Committee of Unsecured
Creditors and Chapter 11 Debtor in Possession" in the bankruptcy
case of Art and Architecture Books of the 21st Century.  The Court
said that, in the event the parties cannot agree during their
conference on any issues with respect to the conduct by the
Designated Representative of the tasks and obtaining of information
provided for in this Stipulation, the Court will conduct a hearing
with respect to the disagreements on May 1, 2015 at 11:00 a.m. in
Courtroom 1675.  A copy of the Court's April 21 order approving the
Stipulation is available at http://is.gd/eWsVDFfrom Leagle.com.

Attorneys for Official Committee of Unsecured Creditors:

     Victor A. Sahn, Esq.
     Daniel A. Lev, Esq.
     Asa S. Hami, Esq.
     SULMEYERKUPETZ A PROFESSIONAL CORPORATION
     Los Angeles, California
     E-mail: vsahn@sulmeyerlaw.com
             dlev@sulmeyerlaw.com
             ahami@sulmeyerlaw.com

Art and Architecture Books of the 21st Century, dba Ace Gallery,
filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the
U.S. Bankruptcy Court for the Central District of California, Case
No. 13-14135.  The petition was signed by Douglas Chrismas,
president.  Judge Robert Kwan presides over the case.  Joseph A.
Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves
as counsel.  The Debtor reported $1 million to $10 million in
assets and $10 million to $50 million in debts.


ASPEN RIDGE SCHOOL: S&P Rates $11.01MM 2015A/B Revenue Bonds 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to the
Colorado Educational and Cultural Facilities Authority's $11.01
million series 2015A and B fixed-rate charter school revenue bonds
issued on behalf of Aspen Ridge Preparatory School. The outlook is
stable.

"While we believe Aspen Ridge is well positioned to grow into the
debt," said Standard & Poor's credit analyst Luke Gildner, "the
rating reflects the school's limited operating history, very high
pro forma debt service burden, and slim historical debt service
coverage." Supporting the rating is Aspen Ridge's history of strong
academic performance supporting enrollment growth, strong
liquidity, and history of operating surpluses.

"The 'BB+' rating reflects our assessment of the school's very
short operating history and slim pro forma maximum annual debt
service (MADS) coverage of 0.96x in fiscal 2014," added Mr.
Gildner.

Other factors include:

   -- Its very limited revenue base with a high pro forma lease-
      adjusted MADS burden representing 39% of fiscal 2014
      expenses; and

   -- The inherent risk associated with charter schools, including

      the possibility that the charter may be revoked.

Partly offsetting credit factors include the school's:

   -- History of growing enrollment, bolstered by strong retention

      rates, an adequate waitlist, and a solid academic profile;

   -- Committed management team working to build on a growing
      headcount and financial profile; and,

   -- Solid unrestricted cash levels of $640,000 (equal to 152
      days' cash on hand).

Management plans to use the proceeds of the bonds to acquire the
building the school currently occupies.  Proceeds will also be used
to purchase land adjacent to the campus and construct an additional
educational facility to accommodate the school's upcoming expansion
to middle school.  A debt service reserve fund and costs associated
with the issuance of the series 2015 bonds will also be funded by
bond proceeds.

"The stable outlook reflects our expectation that during the next
year, management will meet enrollment projections and pro forma
MADS coverage will show improvement from prior years," said Mr.
Gildner.  S&P also expects liquidity will remain relatively
stable.

S&P does not expect to take a positive rating action during the
one-year outlook period, but it could take one if the charter
school can consistently meet financial projections, resulting in
MADS coverage in excess of 1.4x while maintaining liquidity levels.
S&P could lower the rating if enrollment does not increase as
projected, operations weaken, or the balance sheet deteriorates to
less than 60 days' cash on hand.



ATLANTIC CITY, NJ: State Appoints Mediator
------------------------------------------
Matt Jarzemsky and Josh Dawsey, writing for The Wall Street
Journal, reported that New Jersey has tapped former bankruptcy
judge Donald Steckroth to mediate talks between struggling Atlantic
City and groups expected to play a major part in its looming
restructuring, including casino operators and police and
firefighters' unions.

According to the Journal, the appointment reflects city and state
officials' desire to keep the gambling destination out of
bankruptcy as it works to fix its budget crisis.  The Journal,
citing people familiar with the situation, said Mr. Steckroth's
role would involve serving as an arbiter during attempts at making
deals between the city's turnaround team -- led by state-appointed
emergency manager Kevin Lavin -- and business and union interests.

                          *     *     *

The Troubled Company Reporter, on Jan. 23, 2015, citing the
Associated Press reported that New Jersey Gov. Chris Christie named
an emergency manager for Atlantic City, leaving the door open for
the seaside gambling resort to file for bankruptcy if it can't get
its finances under control.  The Republican governor and likely
presidential candidate appointed a corporate turnaround specialist
as the city's emergency manager, and tabbed the man who led Detroit
through its municipal bankruptcy as his assistant, the AP said.

On Jan. 29, the TCR reported that Standard & Poor's Ratings
Services has lowered its general obligation rating on Atlantic
City, N.J., four notches to 'BB' from 'BBB+' and placed it on
CreditWatch with negative implications.

The day before, the TCR reported that Moody's Investors Service has
downgraded Atlantic City's GO debt to Caa1 with a negative outlook
from Ba1, and on Jan. 27, the TCR said Moody's has downgraded
Atlantic City Municipal Utilities Authority's (NJ) water revenue
debt to B2 from Ba1, and assigned a negative outlook.


ATOSSA GENETICS: BDO USA Expresses Going Concern Doubt
------------------------------------------------------
Atossa Genetics, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.

BDO USA, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
suffered recurring losses from operations and has an accumulated
deficit.

The Company reported a net loss of $14.7 million on $526,000 of
total revenue for the year ended Dec. 31, 2014, compared with a net
loss of $10.8 million on $633,000 of total revenue in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $11.8 million
in total assets, $2.27 million in total liabilities, and total
stockholders' equity of $9.5 million.

A copy of the Form 10-K is available at:
                              
                       http://is.gd/Yyq3aM
                          
Atossa Genetics, Inc., is a Delaware corporation with principal
executive offices located in Seattle, Washington.  Atossa is a
development-stage healthcare company.  The Company is focused on
the commercialization of cellular and molecular diagnostic risk
assessment products and related services for the detection of pre-
cancerous conditions that could lead to breast cancer, and on the
development of second-generation products and services.

The Company reported a net loss of $3.25 million on $3,426 of total

revenue for the three months ended Sept. 30, 2014, compared with
a net loss of $3.50 million on $76,600 of total revenue for the
same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $16.8 million

in total assets, $1.54 million in total liabilities, and
stockholders'
equity of $15.23 million.


AVAYA INC: Moody's Assigns B1 Rating on Proposed Term Loan
----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Avaya, Inc.'s
proposed senior secured first lien term loan. Existing ratings
including the company's B3 corporate family rating are not
impacted. The ratings outlook remains negative.

The new term loan (Term Loan B-7), which has a maturity date of
2020, will be used to refinance a portion of the $3.2 billion of
existing term loans maturing in 2017 and 2018. The proposed term
loan will be rated the same as the existing term loans. The B1
rating on the proposed senior secured term loan is determined in
conjunction with Moody's Loss Given Default Methodology and
reflects its senior position in the capital structure ahead of its
second lien notes, pensions and a substantial portion of its
payables.

The B3 corporate family rating continues to reflect the very high
leverage levels (in excess of 8x as of December 2014) and debt
service and other requirements at Avaya at a time when the
enterprise telephony market is evolving. Debt service, pension
service and capital requirements of the business leave little
cushion to support unforeseen operating challenges or to make
material debt repayment or critical acquisitions. The rating
acknowledges the company's industry leading position within the
enterprise telephony market. At the same time the industry is
evolving to include integrated communications offerings, with
products offered as either on premise or hosted, managed service
solutions. Avaya will need to constantly reinvest in new products
and platforms to maintain its position against Cisco, its much
larger and better capitalized primary competitor. Avaya's
management team has made significant strides in improving operating
margins, working capital turns and the supply chain since the going
private transaction in 2007. The company has faced persistent sales
declines however, and Moody's expect the management team to
continue restructuring efforts into 2015 in order to adjust the
cost structure to the reduction in revenues.

Avaya has adequate liquidity driven by cash on hand and undrawn
revolver commitments. Avaya had approximately $328 million of cash
balances as well as access to senior secured revolving credit
facilities (including a $200 million facility and a $335 million
ABL facility each maturing October 2016) with approximately $226
million available on the two facilities as of December 31, 2014.
The company has announced its intention, prior to June 30, 2015, to
refinance the existing revolvers and push out maturities. The
ratings could face downward pressure if the company does not
refinance its revolvers well in advance of their October 2016
maturities.

Avaya's ratings could also be downgraded if revenues were to
decline materially or by a material loss of market share. The
ratings could also face downward pressure if leverage is expected
to remain above 8x or free cash flow is expected to remain negative
for a prolonged period. The ratings could be upgraded if revenues
stabilize and profit margins improve such that leverage trends
toward 6.5x and sustainable free cash flow to debt (Moody's
adjusted) improves towards 5%.

Assignments:

  -- Senior Secured Bank Credit Facility (Local Currency),
     Assigned B1, LGD2

The principal methodology used in this rating was Global
Communications Equipment Industry published in June 2008. Other
methodologies used include Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.

Avaya is a global leader in enterprise telephony systems with $4.3
billion of revenues for the LTM period ended Dec. 31, 2014.


BE ACTIVE HOLDINGS: Has $12.6 Million Net Loss in 2014
------------------------------------------------------
Be Active Holdings, Inc., reported a net loss of $12.6 million on
$(129,000) of net sales for the year ended Dec. 31, 2014, compared
with a net loss of $4.40 million on $117,000 of net sales in the
prior year.

Cornick, Garber & Sandler, LLP, expressed substantial doubt about
the Company's ability to continue as a going concern, citing the
Company's recurring losses from operations, stockholders' deficit,
and inability to generate sufficient cash flow to meet its
obligations and sustain its operations.

The Company's balance sheet at Dec. 31, 2014, showed $1.43 million
in total assets, $2.01 million in total liabilities and total
stockholders' deficit of $579,000.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/IdHhGk
                          
Be Active Holdings, Inc., manufactures and sells low fat, low
calorie, and natural probiotic frozen yogurt and ice cream
products in the New York metropolitan area. The company offers its
products under the Jala brand name. Be Active Holdings, Inc. sells
its products primarily to supermarkets, as well as to convenience
and other foods stores.  The company was founded in 2009 and is
based in Great Neck, New York.

The Company reported a net income of $8.18 million on $7,920 of
net sales for the three months ended June 30, 2014, compared with
a net loss of $1.33 million on $1,094 of net sales for the same
period last year.

The Company's balance sheet at June 30 2014, showed $1.1 million
in total assets, $395,086 in total liabilities, and stockholders'
equity of $709,138.


BIOPHARMX CORP: Burr Pilger Mayer Expresses Going Concern Doubt
---------------------------------------------------------------
BioPharmX Corporation reported a net loss of $7.81 million for the
year ended Dec. 31, 2014, compared with a net loss of $1.59 million
in 2013.

Burr Pilger Mayer, Inc., expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company's recurring losses from operations, available cash and
accumulated deficit.

The Company's balance sheet at Dec. 31, 2014, showed $2.99 million
in total assets, $1.37 million in total liabilities, $6.73 million
in convertible redeemable preferred stock and total stockholders'
deficit of $5.11 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/leWufe
                          
BioPharmX Corp. engages in the development of novel delivery
mechanisms and routes of administration for known drugs and
tissues. The company was founded on August 30, 2010 and is
headquartered in Menlo Park, CA.


BRASA HOLDINGS: S&P Puts 'B' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Brasa
Holdings Inc. on CreditWatch with positive implications, meaning
S&P could raise its ratings following the completion of its
review.

The CreditWatch listing follows Brasa's S-1 filing for an IPO.  The
company indicated that it plans to use majority of the $75 million
proposed offering to reduce outstanding debt balances.  Pro forma
for debt reduction, S&P anticipates debt leverage of about 4x at
Dec. 28, 2014, and further improve thereafter as a result of profit
growth.  In addition, S&P believes the company's financial sponsor
will reduce its ownership in the company following the completed
IPO, hence S&P would assume that debt-financed dividends are less
likely.

S&P will resolve the CreditWatch listing when the IPO and its
review is completed.  The company's recent good performance trends
is an additional factor that supports an upgrade.



CATASYS INC: Obtains $2 Million From Securities Sale
----------------------------------------------------
Catasys, Inc., entered into a securities purchase agreement with
several institutional accredited investors, pursuant to which the
Company received an aggregate gross proceeds of $2 million from the
Investors for the sale of approximately $2.12 million principal
amount of 12% Original Issue Discount Convertible Debenture due
Jan. 18, 2016, and five-year warrants to purchase an aggregate of
530,303 shares of the Company's common stock, par value $0.0001 per
share, at an exercise price of $2.00 per share. The closing of the
Purchase Agreement occurred on April 17, 2015.

The conversion price of the Bridge Notes and the exercise price of
the Warrants is $2.00 per share, subject to adjustments, including
for issuances of common stock and common stock equivalents below
the then current conversion or exercise price, as the case may be.
The Bridge Notes are unsecured, bear interest at a rate of 12% per
annum payable in cash or shares of Common Stock, subject to certain
conditions, at the Company's option, and are subject to mandatory
prepayment upon the consummation of certain future financings.

Chardan Capital Markets, LLC acted as the sole placement agent for
this transaction, in consideration for which it received $160,000
from the Company.

The Company intends to use the net proceeds of this transaction of
$1,815,000 for working capital and the re-payment of $560,000 of
outstanding indebtedness incurred by way of short term, interest
free loans over the past two months to an affiliate of Terren S.
Peizer, the Company's chairman and chief executive officer.

The investors will receive 200,000 additional shares of Common
stock if the Company has not consummated a public offering of at
least $5 million in gross proceeds by Sept. 30, 2015.  In
connection with the Purchase Agreement, the Investors have agreed,
subject to certain exceptions for shares owned prior to this
transaction or acquired in the open market subsequent to this
transaction, not to sell or dispose of any shares prior to
Oct. 15, 2015, subject to earlier termination of such lock-up if we
have not filed a registration statement for a public offering by
May 31, 2015.  In addition, the Company's officers and directors
also entered into lock-up agreements pursuant to which they agreed
not to sell or dispose any securities of the Company beneficially
owned by them until the Bridge Notes are no longer outstanding.

The investors are also entitled, until April 17, 2016, to
participate in certain future financings of the Company.

                          About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys reported a loss of $27.3 million on $2.03 million of
healthcare services revenues for the 12 months ended Dec. 31, 2014,
compared to a loss of $4.67 million on $754,000 of healthcare
services revenues for the 12 months ended Dec. 31, 2013.  As of
Dec. 31, 2014, Catasys had $2.35 million in total assets, $43.57
million in total liabilities and a $41.22 million total
stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has continued
to incur significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2014.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

                         Bankruptcy Warning

At Dec. 31, 2014, cash and cash equivalents was $708,000 and the
Company had a working capital deficit of approximately $1.5
million.  The Company has incurred significant operating losses and
negative cash flows from operations since its inception. During the
year ended Dec. 31, 2014, the Company's cash used in operating
activities from continuing operations was $5.1 million.
The Company anticipates continuing to incur negative cash flows and
net losses for the next twelve months.

"We expect our current cash resources to cover expenses into April
2015, however delays in cash collections, revenue, or unforeseen
expenditures, could negatively impact our estimate.  We are in need
of additional capital, however, there is no assurance that
additional capital can be timely raised in an amount which is
sufficient for us or on terms favorable to us and our stockholders,
if at all.  If we do not obtain additional capital, there is a
significant doubt as to whether we can continue to operate as a
going concern and we will need to curtail or cease operations or
seek bankruptcy relief.  If we discontinue operations, we may not
have sufficient funds to pay any amounts to stockholders," the
Company said in the report.


CCO HOLDINGS: Fitch Assigns 'BB-' Rating to $800MM Notes Due 2027
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to CCO Holdings, LLC's
(CCOH) $800 million issuance of senior unsecured notes due 2027.
The ratings for CCOH remain on Rating Watch Positive.

Proceeds from the offering are expected to be used for the partial
redemption of CCOH's $1.4 billion of 7% senior notes due 2019.
Outside of the extension of the company's maturity profile and an
expected reduction of interest expense related to this transaction,
CCOH's credit profile has not substantially changed. CCOH and
Charter Communications Operating LLC (CCO) are indirect wholly
owned subsidiaries of Charter Communications, Inc. (Charter).
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.

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.

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 Bright House acquisition 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.

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. However,
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 April 2015 refinancing of CCOH's $1 billion of 7.25% senior
notes due 2017, 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.



CHART INDUSTRIES: Moody's Withdraws All Ratings
-----------------------------------------------
Moody's Investors Service has withdrawn all of its ratings on Chart
Industries.

Ratings Withdrawn:

  -- Corporate Family Rating, Withdrawn , previously rated Ba2

  -- Probability of Default Rating, Withdrawn , previously rated
     Ba2-PD

  -- Speculative Grade Liquidity Rating, Withdrawn , previously
     rated SGL-2

Outlook Actions:

  -- Outlook, Changed To Rating Withdrawn From Stable

Moody's has withdrawn the ratings due to the obligation being
redeemed.

Chart Industries, Inc. ("Chart") is a global manufacturer of
products used for low temperature and cryogenic systems. Chart's
products are used in a multitude of energy, industrial, commercial
and scientific applications. It operates in three business
segments: Distribution and Storage ("D&S") (49% of 2014 revenues);
Energy and Chemicals ("E&C") (32%); and Biomedical (19%). Revenues
for the last twelve months ended December 31, 2014 were
approximately $1.2 billion.


CHROMAFLO ACQUISITION: S&P Lowers CCR to 'B-'; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on Chromaflo Acquisition Co. L.P. to 'B-' from 'B'.  The
outlook is stable.

S&P also lowered its issue rating on the first-lien senior secured
facility to 'B-' from 'B'.  The recovery rating remains '3'
indicating S&P's expectation of meaningful (50% to 70%; the upper
half of the range) recovery in the event of payment default.  The
facility consists of a $40 million revolving credit facility due
2018 and a $330 million first-lien term loan due 2019.

S&P lowered its issue rating on the $115 million second-lien term
loan due 2020 to 'CCC+' from 'B-'.  The '5' recovery rating on this
debt remains unchanged and indicates S&P's expectation of modest
(10% to 30%; upper half of the range) recovery in the event of
payment default.

"The stable outlook reflects our expectation that the company will
achieve and maintain satisfactory operating profitability and
generate sufficient free cash flow to support a financial profile
consistent with its ratings," said Standard & Poor's credit analyst
Sebastian Pinto-Thomaz.

S&P expects the company will maintain its very aggressive financial
policy and pursue modest-size acquisitions and shareholder rewards.
S&P's expectations at the current rating include maintaining FFO
to debt above 5%.

Chromaflo Acquisition Co. L.P. has experienced a material decline
in FFO/debt and increase in debt/EBITDA not anticipated in previous
projections.  Fiscal year 2014 adjusted debt/EBITDA and FFO/debt
were 7.6x and 6.3%, respectively, for fiscal year 2014. Although
the company is still generating ample cash flow and its liquidity
is not under pressure, S&P do not anticipate that leverage measures
will improve to levels appropriate for the 'B' rating.  S&P based
the ratings on its assessment of Chromaflo's financial risk as
"highly leveraged" and its business risk profile as "weak."  S&P
considers Chromaflo's liquidity to be "adequate," and expect cash
sources to exceed cash uses by at least 1.2x during the next 12
months.

S&P could lower ratings if difficulties during the integration or
operating challenges were to result in a strain to liquidity or
cash flow turning negative.  This could happen if EBITDA margins
were to decline by more than 840 basis points from forecasts or if
the company trips any covenants without access to its revolving
credit facility.

Given the company's very aggressive financial policy, S&P views an
upgrade over the next year as unlikely.  For an upgrade S&P
believes the company, and its ownership needs to commit to
maintaining credit measures in a range appropriate for an
"aggressive" financial risk profile and demonstrate this commitment
by creating a track record.  However, S&P could raise the rating if
FFO to debt were to increase above 10%, leverage fell to below 6x,
and S&P believes the company will follow a financial policy that
will support metrics at that level.



CINEMARK USA: S&P Retains 'BB+' Sr. Secured Debt Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said its issue-level rating on
Plano, Texas-based motion picture exhibition company Cinemark USA
Inc.'s senior secured credit facility remains 'BB+' with a recovery
rating of '1', following the company's announcement of its plan to
extend the maturity date on its senior secured term loan B by three
years to 2022.  The '1' recovery rating indicates S&P's expectation
for very high (90% to 100%) recovery of principal for debtholders
in the event of a default.  The issue-evel rating on the debt is
two notches higher than S&P's 'BB-' corporate credit rating on the
company and on its parent, Cinemark Holdings Inc.

The transaction will not affect Cinemark's adjusted leverage ratio,
which was 3.4x as of year-end 2014.

RATINGS LIST

Cinemark Holdings Inc.
Cinemark USA Inc.
Corporate Credit Rating              BB-

Cinemark USA Inc.
Senior Secured                       BB+
  Recovery Rating                     1



COATES INT'L: Cowan Gunteski Expresses Going Concern Doubt
----------------------------------------------------------
Coates International, Ltd., reported a net loss of $12.8 million on
$19,200 of total revenues for the year ended Dec. 31, 2014,
compared with a net loss of $2.75 million on $19,200 of total
revenues in the prior year.

Cowan, Gunteski & Co., P.A., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company continues to have negative cash flows from operations,
recurring losses from operations, and a stockholders' deficiency

The Company's balance sheet at Dec. 31, 2014, showed $2.52 million
in total assets, $7.95 million in total liabilities, and a
stockholders' deficit of $5.43 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:

                       http://is.gd/r853kC
                          
Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was
incorporated  on August 31, 1988, for the purpose of researching,
patenting and manufacturing technology associated with a spherical
rotary valve system for internal combustion engines.  This
technology was developed over a period of 15 years by Mr. George
J. Coates, who is the President and Chairman of the Board of the
Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


CONCENTRA INC: S&P Assigns 'B+' CCR; Outlook Negative
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to occupational health services provider Concentra
Inc.  The outlook is negative.

At the same time, S&P assigned the company's proposed $500 million
first-lien secured credit facility a 'BB-' issue-level rating (one
notch above the corporate credit rating), with a recovery rating of
'2'.  The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%, at the low end of the range) recovery for
first-lien lenders in the event of a payment default.  The facility
consists of a $50 million revolving credit facility due 2020
(undrawn at closing) and a $450 million term loan due 2022.

In addition, S&P assigned the company's proposed $200 million
second-lien secured credit facilities a 'B-' issue-level rating
(two notches below the corporate credit rating), with a recovery
rating of '6', indicating S&P's expectation for negligible (0% to
10%) recovery for second-lien lenders in the event of a payment
default.

Select and Welsh Carson will use the proceeds of the new debt along
with contributed equity to purchase Concentra Inc.

"The 'B+' corporate credit rating reflects the company's narrow
focus in a highly fragmented and competitive industry of
occupational-based health services, some integration risk related
to the transaction, and cyclical demand dynamics," said Standard &
Poor's credit analyst Tulip Lim.  These risks are partially offset
by the company's geographic diversity and relatively low exposure
to government payors.  The rating also reflects S&P's expectation
that leverage, including synergies, will be in the mid-4x area.

The outlook is negative.  This reflects the negative rating outlook
on parent Select, and S&P's belief that credit deterioration at the
parent would prompt a downgrade on Concentra.

"We could lower the rating if operating weakness at Select or at
Concentra causes the combined entity's leverage to rise and remain
above 5x.  This could occur if Select's revenues decline by 5% and
margins are compressed by 100 basis points (most likely due to
revenue pressures following tightened payment eligibility criteria
at its core long-term acute-care hospitals (LTACHs), and the
company continues to allocate free cash flow primarily for
shareholder returns.  We could also lower our rating on Concentra
if we see meaningful risk that its leverage will also remain above
5x for a sustained period.  This could occur if the company does
not make meaningful progress in reducing overhead costs or if its
revenue declined and its EBITDA margin were 150 basis points lower
than our expectations because of increasing competition, a cyclical
downturn, or reimbursement pressure," S&P said.

S&P could revise the outlook to stable if it gains confidence that
the combined entity's leverage will remain below 5x on a sustained
basis.  This scenario would require Select to generate at least
flat EBITDA at its core LTACHs either by offsetting revenue lost as
a result of recent eligibility changes, managing its costs well
enough to offset margin pressures, or prioritizing debt reduction.



CONNEAUT LAKE: Fails to Resolve Dispute on Insurance Settlement
---------------------------------------------------------------
Keith Gushard at The Meadville Tribune reports that the April 15
meeting of Trustees of Conneaut Lake Park, Park Restoration LLC and
local taxing bodies in Crawford County did not result in a decision
on who should receive a $611,000 insurance settlement from an
August 2013 fire that destroyed the Beach Club night club.  

Norman Gilkey, Esq., a Pittsburgh attorney appointed by Chief U.S.
Bankruptcy Judge Jeffrey Deller to mediate the dispute, met with
all parties involved for six hours, The Meadville Tribune relates,
citing Mark Turner, executive director of the Trustees.

The Meadville Tribune states that the settlement money has been
held in escrow because there is a legal battle over who should get
the proceeds.  According to the report, Park Restoration LLC
operated and insured the Beach Club through a management agreement
with the Trustees.  The report says that local taxing bodies in
Crawford County want the $611,000 for back taxes owned by the
park.

According to The Meadville Tribune, Mr. Turner said no more
mediation sessions are scheduled and the insurance dispute will
return to U.S. Bankruptcy Court.

                     About Conneaut Lake Park

Conneaut Lake Park is a summer amusement resort, located in
Conneaut Lake, Pennsylvania.

Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania,
on Dec. 4, 2014.  The case is assigned to Judge Thomas P. Agresti.
The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.  The Debtor estimated assets and debt of
$1 million to $10 million.

Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
cheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.


CONNEAUT LAKE: Needs $300,000 to Reopen Park on May 22
------------------------------------------------------
Conneaut Lake Park's managers say they want $300,000 in working
capital to prepare the park to open, Keith Gushard at The Meadville
Tribune reports.

According to The Meadville Tribune, the Park doesn't have that
amount, but Mark Turner, executive director of the Trustees of
Conneaut Lake Park, says that the Park will open as planned on May
22.  "I have $150,000, which would be sufficient to open the park.
It's a low-interest loan from the Economic Progress Alliance of
Crawford County, but the interest and principal would be deferred
until there is a land sale (of excess park property)," the report
quoted Mr. Turner as saying.

The Meadville Tribune relates that the Trustees has also applied
for a loan from the Northwest Regional Planning and Development
Commission, a regional economic development agency, for the other
$150,000 needed.  The report quoted Mr. Turner as saying, "If that
loan doesn't come through, we'll just have to operate with the
$150,000 (from the Alliance).  

The court would have to approve the park taking on any additional
debt, while the commission is expected to act on the Trustees' loan
request at the commission's May meeting, The Meadville Tribune
states, citing Mr. Turner.

The Meadville Tribune quoted Trustees chairman William Bragg as
saying, "We just won't be able to do as many improvements as we
plan to do" if the commission loan doesn't come through.  

There is about $30,000 worth of deferred maintenance that must be
done to get the park ready to open for the season, The Meadville
Tribune reports, citing Mr. Turner.

                     About Conneaut Lake Park

Conneaut Lake Park is a summer amusement resort, located in
Conneaut Lake, Pennsylvania.

Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania,
on Dec. 4, 2014.  The case is assigned to Judge Thomas P. Agresti.
The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.  The Debtor estimated assets and debt of
$1 million to $10 million.

Trustees of Conneaut Lake Park filed for bankruptcy protection less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back taxes
and related fees.


EDMENTUM INC: Moody's Affirms Caa1 Corp. Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Edmentum's Caa1 corporate family
rating and B2 ratings on the company's senior secured credit
facilities. Moody's downgraded Edmentum's probability of default
rating to Ca-PD from Caa1-PD and second lien term loan rating to Ca
from Caa3, reflecting the planned restructuring of the capital
structure. The rating outlook is negative.

On April 20, 2015, Edmentum announced it reached an agreement with
its lenders to recapitalize its balance sheet and reduce debt. The
proposed transaction calls for a paydown of a portion of the
company's $231 million first lien debt, a substantial reduction in
the company's $140 million of second lien debt, and $35 million of
new capital from the company's second lien lenders. The second lien
lenders will own substantially all of the equity in the reorganized
company. Moody's will consider this debt for equity exchange as a
distressed exchange. As a result, Moody's will append Edmentum's
probability of default rating with an "/LD" designation at the
close of the debt exchange indicating limited default, which will
be removed after three business days.

The restructuring of the balance sheet will provide the company
with improvement in its liquidity profile and is expected to reduce
debt levels. However, the ratings on the company's existing first
lien credit facilities could be downgraded due to the loss of
junior debt cushion upon recapitalization.

The negative rating outlook reflects the company's planned
restructuring of the balance sheet and debt for equity exchange.

Moody's could downgrade the ratings if the proposed restructuring
does not take place, operating environment continues to be
challenging, revenue and EBITDA continue to decline, customer
contract losses occur, and/or the company's liquidity profile
weakens further.

Moody's could upgrade the ratings if Edmentum improves its
liquidity profile, organically grows its scale and improves
profitability while generating positive free cash flow. Leverage
under 6.5 times and EBITA to interest above 1.5 times would also
need to be maintained.

The following rating actions were taken:

  -- Probability of Default Rating, downgraded to Ca-PD from
     Caa1-PD;

  -- Corporate Family Rating, affirmed at Caa1;

  -- First lien senior secured revolving credit facility due
     2017, affirmed at B2 (LGD3);

  -- First lien senior secured term loan due 2018, affirmed at B2
     (LGD3);

  -- Second lien senior secured term loan due 2019, downgraded to
     Ca (LGD5) from Caa3 (LGD5);

The principal methodology used in these ratings was Business and
Consumer Service 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.

Headquartered in Bloomington, Minnesota, Edmentum, Inc.
("Edmentum") is a provider of online instruction, curriculum
management, assessment, and related services to K-12 schools,
community colleges, and other educational institutions. The company
is privately owned by affiliates of Thoma Bravo. In May 2012, the
company acquired Archipelago Learning, Inc. ("Archipelago"), a
provider of online test preparation, formative assessment and
supplemental instruction solutions.


EDWIN RITTER JONAS: 9th Cir. Affirms Chapter 11 Case Dismissal
--------------------------------------------------------------
The United States Court of Appeals, Ninth Circuit, upheld a
district court order that affirmed the bankruptcy court's dismissal
with prejudice of the Chapter 11 case of debtor Edwin Jonas.

"The bankruptcy court acted within its discretion to dismiss the
case for Debtor's failure to comply with the express terms of the
stipulation he negotiated in order to reconvert his case to Chapter
11," the Ninth Circuit said.

A copy of the Ninth Circuit's April 17 Memorandum is available at
http://is.gd/gJ0VbOfrom Leagle.com.

Edwin Ritter Jonas, III, in Rollins, Montana, filed for Chapter 11
bankruptcy (Bankr. D. Mont. Case No. 10-60248) on Feb. 19, 2010.
Edward A. Murphy, Esq. -- murphylawoffices@yahoo.com -- and Murphy
Law Offices, PLLC, serve as the Debtor's counsel.  In his
petition, the Debtor estimated $1 million to $10 million in assets
and debts.  A full-text copy of the Debtor's petition, including a
list of its 18 largest unsecured creditors, is available for free
at http://bankrupt.com/misc/mtb10-60248.pdf


EMMIS COMMUNICATION: S&P Affirms 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Indianapolis-based radio broadcasting
company Emmis Communication Corp.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's subsidiary Emmis Operating Co.'s $205 million senior
secured credit facility.  The recovery rating remains '2',
indicating S&P's expectation for substantial (70% to 90%, higher
end of the range) recovery of principal in the event of default.

"The 'B' corporate credit rating on Emmis Communications reflects
our assessment of the company's business risk profile as 'weak,'
which considers its small scale; concentration of revenue from its
stations in New York and Los Angeles, where Emmis competes with
much larger players such as iHeartCommunications Inc. and Cumulus
Media Inc. for both listeners and advertising revenue; and exposure
to longer-term structural declines in radio," said Standard &
Poor's credit analyst Heidi Zhang.

The stable outlook reflects S&P's view that Emmis will be able to
amend its credit agreement and maintain "adequate" liquidity over
the next 12 to 18 months despite risks surrounding longer-term
secular trends in radio.  If the company is unable to amend its
covenants, S&P could lower its rating.

S&P could lower the rating if it becomes apparent that
discretionary cash flow will decline below $10 million, covenant
headroom will shrink to less than 15%, or if leverage increases
above 6.5x on a sustained basis.  This could occur as a result of
large debt-financed acquisitions that contribute to tightening
covenants or weak ad demand in its key markets, combined with
continued secular pressure on radio advertising revenue from
alternative media.

S&P could raise its rating if Emmis increases its size through
profitable acquisitions and we become convinced that it will
maintain leverage below 5x on a sustained basis, with "adequate"
liquidity and at least 15% EBITDA margin of compliance against its
covenants.  Upgrade potential would likely be linked to the radio
industry stabilizing and returning to some modest pace of growth,
as well as Emmis directing the majority of its discretionary cash
flow to debt repayment, with a commitment to maintaining lower
leverage over the long term.



EMMIS OPERATING: Moody's Lowers Corporate Family Rating to B3
-------------------------------------------------------------
Moody's Investors Service downgraded Emmis Operating Company's
corporate family rating to B3 from B2 due to the expected decline
in revenue from the company's KPWR-FM station in Los Angeles as a
result of a new direct competitor to this station and the loss of
key talent to the competitor. Moody's also downgraded the senior
secured credit facilities to B3 from B2, the probability of default
rating to Caa1-PD from B3-PD, and the speculative grade liquidity
rating to SGL-3 from SGL-2. The rating outlook is stable. On April
21, 2015, the company announced plans to amend its credit agreement
to include the relaxation of its total leverage maintenance
covenants through February 28, 2017 which will provide an
acceptable EBITDA cushion over this period absent greater than
expected revenue losses in Los Angeles or other key markets.

Issuer: Emmis Operating Company

Downgrades:

  -- Corporate Family Rating: Downgraded to B3 from B2

  -- Probability of Default Rating: Downgraded to Caa1-PD from
     B3-PD

  -- $20mm Senior Secured 1st Lien Revolving Credit Facility due
     2019 ($8 million outstanding): Downgraded to B3, LGD3 from
     B2, LGD3

  -- Senior Secured 1st Lien Term Loan due 2021 ($185 million
     outstanding): Downgraded to B3, LGD3 from B2, LGD3

  -- Speculative Grade Liquidity (SGL): Downgraded to SGL-3 from
     SGL-2

Outlook:

  -- Outlook is Stable

Emmis Communications Corporation, parent company of Emmis Operating
Company ("Emmis"), derives approximately 20% of its radio segment
revenue from KPWR-FM (Power 106) station in Los Angeles. We expect
cash flow for this station to decline more than 17% due to the loss
of its successful morning talent, "Big Boy", to a recently-launched
competing station in Los Angeles owned by iHeartCommunications,
Inc. The expected revenue drop in Los Angeles and continued
weakness in the New York market, which negatively impacts Emmis'
New York stations, are estimated to result in debt-to-EBITDA
increasing to roughly 6.3x (including Moody's standard adjustments)
over the next 12 months and free cash flow-to-debt declining to
less than 1%, both of which fall outside Moody's thresholds for a
B2 rating. The proposed amendment relaxes the company total
leverage test through February 28, 2017, after which financial
covenants are unchanged. We will monitor the company's performance
closely as there would be further downward pressure on debt ratings
to the extent the company's overall performance falls below our
revised expectations due to greater than expected revenue declines
in Los Angeles or unexpected weakness in other key markets for
Emmis. Liquidity is expected to be adequate with at least $10
million of revolver availability and improving free-cash
flow-to-debt.

The stable outlook reflects Moody's view that the downgrade of
Emmis' corporate family rating to B3 adequately reflects the
company's credit risk and our expectation that the company will
track to its operating plan over the next 12-18 months with
debt-to-EBITDA ratios improving from initial levels. We anticipate
low-single digit revenue growth over the next 12-18 months and
mid-single digit free cash flow-to-debt ratios (including Moody's
standard adjustments). The outlook does not incorporate debt
financed acquisitions or significant investments or shareholder
distributions over the next 12 months. Ratings could be downgraded
if debt-to-EBITDA is sustained above 6.75x (including Moody's
standard adjustments) due to underperformance in one or more key
radio markets as a result of heightened competition or economic
weakness or due to unexpected losses in the publishing segment,
debt financed acquisitions, or investments. Ratings could also be
downgraded if liquidity were to deteriorate further resulting in
free cash flow-to-debt being sustained in the low single digit
percentage range (including Moody's standard adjustments), limited
revolver availability, or deterioration in the EBITDA cushion to
financial covenants after the amendment. Revenue concentration in
two markets weighs on ratings; however, we could consider a rating
upgrade if debt-to-EBITDA is sustained comfortably below 5.0x.
Enhanced liquidity, including low double digit percentage free cash
flow-to-debt, and increasing EBITDA cushion to financial
maintenance covenants will also be required for an upgrade.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries published in May 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Indianapolis, IN, Emmis Operating Company owns or
operates 19 FM and four AM radio stations, including one FM station
under an LMA with ESPN/Disney, serving New York, Los Angeles, St.
Louis, Austin (50.1% controlling interest), Indianapolis, and Terre
Haute. The company also publishes six city and regional magazines.
Jeffrey Smulyan, Chairman, CEO and President, owns roughly 16% of
the economic interest in the company and controls approximately 61%
of voting power through a dual class share structure. Emmis
reported total net revenue of approximately $231 million for the 12
months ended November 2014.


ENGLOBAL CORP: Board Approves Stock Repurchase Program
------------------------------------------------------
ENGlobal's Board of Directors has authorized the repurchase of up
to $2 million of the Company's Common Stock.

Shares may be repurchased through open market or privately
negotiated transactions, based on prevailing market conditions. The
buyback program will be executed with internally generated
corporate funds and the shares acquired will be retired and
returned to the status of authorized but unissued.

On April 16, 2015, ENGlobal, ENGlobal U.S., Inc., a Texas
corporation, ENGlobal Government Services, Inc., ENGlobal
International, Inc., and ENGlobal Emerging Markets, Inc., entered
into the First Amendment to the Loan and Security Agreement, which
amends the Loan and Security Agreement dated as of Sept. 16, 2014,
with Regions Bank, an Alabama bank.

Pursuant to the First Amendment, the Lender agreed, among other
things, to amend the following:

    (1) the repayment date for outstanding interest from the first
        day to the second day of each calendar month for the
        immediately preceding calendar month or portion thereof;

    (2) the disposition of assets restrictive covenant to allow
        the Loan Parties to sell, restructure or otherwise dispose

        of certain long-term notes receivable from a subsidiary of
        Furmanite Corporation in the same manner as permitted with
        respect to long-term notes receivable from Steele Land and
        Inspection, LLC and from Aspen Power, LLC and Aspen
        Pipeline, LP; and

    (3) the restricted payments restrictive covenant to permit the
        Company to repurchase up to $2 million of Equity Interests
        subject to other terms and conditions set out in the First

        Amendment.

                          About ENGlobal

Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of
engineering and related project services primarily to the energy
sector throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and
Engineering.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of advanced
automation, control, instrumentation and process analytical
systems.  The Engineering segment provides consulting services for
the development, management and execution of projects requiring
professional engineering, construction management, and related
support services.

ENGlobal reported net income of $6.03 million on $107.9 million of
operating revenues for the year ended Dec. 27, 2014, compared with
a net loss of $2.98 million on $169 million of operating revenues
for the year ended Dec. 28, 2013.

As of Dec. 27, 2014, the Company had $51.7 million in total assets,
$22.6 million in total liabilities, and $29.03 million in total
stockholders' equity.

                            *   *    *

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


ERESEARCH TECHNOLOGY: Moody's Affirms B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service, Inc. confirmed eResearch Technology,
Inc.'s ("ERT") ratings, including the B2 Corporate Family rating,
B2-PD Probability of Default rating, and B1 senior secured 1st lien
bank debt ratings. Moody's also assigned B2 ratings to ERT's
proposed senior secured revolving credit facility due 2021 and term
loan due 2022. The rating outlook was revised to stable.

These actions conclude the rating review initiated on March 3,
2015.

On Feb. 27, 2015, ERT announced it plans to purchase PHT
Corporation ("PHT"), a provider of technology solutions for
clinical research programs. The proceeds of the proposed senior
secured credit facilities and cash will be used to purchase PHT,
refinance existing indebtedness and pay related fees and expenses.
Ratings on the existing senior secured 1st lien revolving credit
facility due 2017 and term loan due 2018 will be withdrawn when
they are repaid.

Issuer: eResearch Technology, Inc.

Actions

  -- Corporate Family Rating, confirmed at B2

  -- Probability of Default Rating, confirmed at B2-PD

  -- Senior Secured Bank Credit Facility due 2017 and 2018,
     confirmed at B1 (LGD3)

  -- Proposed Senior Secured Bank Credit Facility due 2021 and
     2022, rated B2 (LGD3)

Outlook:

  -- Outlook, Changed To Stable from Rating Under Review

The B2 CFR reflects Moody's expectations for moderately high debt
to EBITDA to decline towards below 5 times by the end of 2016 and
free cash flow to debt to remain above 5%. Although the merger of
ERT's electronic clinical outcome assessment ("eCOA") product
offerings with those of PHT could result in one of the largest
players in this niche market, overall revenue size remains small at
just under $300 million expected in 2015. There is customer
concentration with large pharmaceutical companies. Merger
integration matters also increase near term business risk. Revenue
growth could remain challenging in the cardiac safety and
respiratory efficacy service lines, although Moody's expects steady
demand for services to new drug trials. ERT's backlog has expanded
in the last twelve months, providing support for Moody's 5% to 7%
annual revenue growth expectations. Liquidity from the $45 million
revolver, at least $10 million of free cash flow and $10 million in
cash balances is considered adequate.

All financial metrics reflect Moody's standard adjustments.

The stable ratings outlook reflects Moody's anticipation of slow
but steady financial leverage declines driven by mid single digit
revenue and EBITDA growth and steady 23% EBITA margins. A downgrade
could occur if 1) revenues do not grow; 2) profitability declines;
3) liquidity deteriorates or 4) Moody's expects shareholder
friendly financial policies. The ratings could be upgraded if ERT
can grow and diversify its revenue base while maintaining
conservative financial policies. If Moody's expects debt to EBITDA
to be maintained below 3.75 times and free cash flow to debt to
remain in excess of 8%, the ratings could be raised.

The principal methodology used in these ratings was Business and
Consumer Service 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.

ERT is a provider of cardiac safety, respiratory efficacy and eCOA
solutions to pharmaceutical and healthcare organizations sponsoring
or involved in the clinical trial of new drugs that is owned by
affiliates of Genstar Capital. Moody's expects pro forma 2015
revenues including a full year of PHT to be nearly $300 million.


ERESEARCH TECHNOLOGY: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on eResearch Technology Inc.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to ERT's $510 million senior secured credit
facility that includes a $45 million revolver.  The recovery rating
of '3' indicates S&P's expectation of meaningful (50% to 70%; at
the lower end of the range) recovery in the event of a payment
default.  S&P will withdraw the existing issue-level rating on
ERT's current debt once it is repaid with the proceeds from the new
facility.

"Our rating on ERT continues to reflect the company's leverage in
excess of 5x and its small scale and narrow range of services;
however, these weaknesses are partially offset by ERT's leading
market positions within each of its three niche business segments,"
said Standard & Poor's credit analyst Maryna Kandrukhin.

S&P's assessment of ERT's business risk profile considers its
narrow focus and small size.  In addition, despite the company's
leading positions within all three of its business segments, ERT
operates in very niche markets.  While S&P expects the acquisition
of PHT to strengthen ERT's position within the eCOA space, it has a
limited impact on S&P's assessment of the company's business risk
profile as "weak" given PHT's relatively small size.  Further
supporting S&P's assessment is ERT's customer concentration.  Its
largest customer accounted for more than 15% of total revenues in
2014, and a loss of such a customer would have substantial adverse
effects on the company's operations.

At the same time, ERT benefits from favorable industry demand
trends, especially in cardiac safety.  Testing for cardiac safety
is usually required as part of the drug approval process because
issues with cardiac safety are the leading reason for drug recalls
and biopharma customers are increasingly willing to outsource this
type of work.

S&P's assessment of ERT's financial risk is supported by S&P's
expectations that adjusted leverage will be sustained above 5.0x
and funds from operations (FFO) to total debt will remain in the
low-teens in 2015-2016, consistent with a "highly leveraged"
financial risk profile range.  It also reflects S&P's expectation
that the company will remain acquisitive over the next few years,
and that it may use internally generated cash flow and debt
capacity to fund dividends precluding any meaningful improvement in
credit ratios.

S&P's stable rating outlook on ERT reflects S&P's expectation that
the company's stable revenue and EBITDA growth will result in ample
discretionary cash flow.  However, S&P expects the company will use
internally generated cash and debt capacity to reward shareholders
and to pursue acquisitions, maintaining a "highly leveraged"
financial risk profile.

S&P could consider a lower rating if the company experiences a
sharp decrease in demand that results in a double-digit revenue
decline and an EBITDA margin contraction in excess of 700 basis
points.  This would cause leverage to peak well above 6x and likely
result in negative free operating cash flow.

S&P could consider a higher rating if the company can reduce
leverage to below 5x on a sustained basis, which would require a
less aggressive financial policy than S&P currently expects.  The
improvement could be reached if the company achieves
high-single-digit revenue growth coupled with a 300-basis-point
EBITDA margin expansion in 2016.  Under this scenario, S&P would
also expect the company to continue to generate FFO to total debt
in the midteens, and positive discretionary cash flow after
accounting for capital expenditures.



ERF WIRELESS: Still Working to Complete Form 10-K
-------------------------------------------------
ERF Wireless, Inc. failed to complete and file on April 15, 2015,
its Form 10-K for the fiscal Year ending Dec. 31, 2014, due to lack
of adequate financial resources.  

"We will continue the work required to complete and file our Form
10-K for Fiscal Year 2014 and intend to file it as soon as
practical after we have adequate financial resources to do so," the
Company said.

                         About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum of
customers in primarily underserved, rural and suburban parts of the
United States.

ERF Wireless reported a net loss attributable to the company of
$7.26 million in 2013, a net loss of $4.81 million in 2012, and a
net loss of $3.37 million in 2011.

As of Sept. 30, 2014, the Company had $3.59 million in total
assets, $10.4 million in liabilities, and a $6.84 million
shareholders' deficit.


ESSAR STEEL: S&P Lowers CCR to 'CCC+' on Weaker Liquidity
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Canada-based steel producer Essar Steel
Algoma Inc. (ESA) to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, Standard & Poor's lowered its issue-level rating
on the company's senior secured asset-based revolving facility
(ABL) and term loan to 'B' from 'B+'.  The '1' recovery rating on
the debt is unchanged, indicating an expectation of very high
(90%-100%) recovery in a default scenario.  In addition, Standard &
Poor's lowered its issue-level rating on the company's senior
secured notes to 'B-' from 'B+' and revised its recovery rating to
'2' from '1'.  A '2 recovery rating indicates an expectation of
substantial (70%-90%; in the high end of the range) recovery.
Finally, Standard & Poor's lowered its issue-level rating on ESA's
junior secured notes to 'CCC-' from 'CCC+', and revised its
recovery rating on the debt to '6' from '5'.  A '6' recovery
indicates an expectation of negligible (0%-10%) recovery in
default.

"Our downgrade of ESA follows the sharp deterioration in North
American steel prices, which have declined by about 30% since late
2014," said Standard & Poor's credit analyst Jarrett Bilous.
"Excess industry capacity, notably from high steel inventories and
imports, soft demand, and relative U.S.-dollar strength are key
contributors to the price weakness, which is showing no signs of
abating in the near term," Mr. Bilous added.

Based on the company's modest cash position and credit
availability, S&P believes ESA will have limited flexibility to
fund its operations (including working capital) over the next 12
months absent an improvement in steel prices from current depressed
levels.  As a result, S&P now assess the company's liquidity
position as "less than adequate" -- S&P's previous downside rating
trigger.  S&P believes ESA is vulnerable and dependent on favorable
business, financial, and economic conditions to meet its financial
commitments over the next 12 months -- consistent with S&P's
criteria for issuers it rates 'CCC+'.

S&P expects steel price volatility will persist throughout 2015,
and S&P's base-case scenario assumes average prices will increase
above the current spot market level.  In S&P's view, hot-rolled
steel prices, which recently surpassed a five-year low, are not
sustainable in the long term at the prevailing price mainly because
of the domestic industry's cost structure.  In addition, S&P
expects ESA to benefit from a material improvement in operating
costs, notably as it realizes lower raw material costs. That said,
the timing of an eventual steel price rebound is unknown, and S&P
believes further near-term price declines would significantly
impair ESA's financial flexibility.

S&P continues to view ESA's business risk profile as "vulnerable,"
based primarily on S&P's view of the company's high exposure to
historically volatile steel industry conditions and limited
operating diversity.  ESA mainly manufactures flat-rolled carbon
steel, which makes up about 80% of total shipments, and competes in
cyclical and capital-intensive end markets.  A large share of its
steel production is commodity hot-rolled sheet, which limits
differentiation from competitions.  Nearly all of ESA's production
is sold at spot prices or short-term contracts based on spot prices
rather than at fixed prices.  Based on the recent sharp decline in
prices, S&P no longer expects ESA's profitability to improve over
the coming year.  S&P views the company's financial risk profile as
"highly leveraged" based on ESA's high debt load and significant
sensitivity to volatile steel prices.

The negative outlook primarily reflects the potential for a
downgrade if ESA's liquidity declines further in 2015.  In S&P's
view, weaker liquidity would likely result from steel prices
remaining near or below currently depressed levels, regardless of
an improvement in operating costs.

S&P could lower the ratings on ESA if the company's liquidity
deteriorates to the point where S&P believes the company may not be
able to fund its financial commitments over the corresponding 12
months.  In this scenario, S&P would expect steel prices to remain
near or below current levels through much of 2015, leading to a
fixed charge coverage ratio below 1x and a "weak" liquidity
assessment.

A positive rating action could result from an improvement in S&P's
assessment of ESA's liquidity to "adequate," which S&P assumes
would require a sustained increase in steel prices through 2015
alongside a reduction in production costs and stable or higher
shipment levels.



EVERYWARE GLOBAL: Plan & Disclosure Statement Hearing on May 20
---------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware will convene a combined hearing on the
adequacy of EveryWare Global, Inc., et al.'s Disclosure Statement
and confirmation of the joint prepackaged Chapter 11 plan of
reorganization on May 20, 2015, at 2:00 p.m., prevailing Eastern
Time.  Any objections to the Disclosure Statement or confirmation
of the Plan must be filed by May 8 and any replies to the
objections must be filed by May 13.

The Plan provides that:

  -- Holders of administrative claims, professional claims and
priority tax claims will be paid in full in cash.  Recovery will
be
100%.

  -- The entire $248.7 million Term Loan Facility will be
converted
for 96.0% of the Reorganized Debtors' new equity.  Holders of
these
claims are projected to have a 44% recovery.

  -- Holders of allowed general unsecured claims estimated to
total
$87 million will be paid in full in cash.  holders of these claims
are to recover 100%.

  -- Holders of EveryWare preferred stock and common stock will
receive an aggregate tip of 4.0% of the new common stock, provided
equity holders continue to support the transaction.

Christina Pullo, the senior director of solicitation at Prime Clerk
LLC, filed an affidavit stating that 100% of the holders of term
loan facility claims, which is the only class of claim allowed to
vote on the Plan, voted to accept the Plan.

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/EVERYWAREds0408.pdf

A full-text copy of the Plan is available at
http://bankrupt.com/misc/EVERYWAREplan0409.pdf

                    About EveryWare Global

Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a
marketer of tabletop and food preparation products for the consumer
and foodservice markets, with operations in the United States,
Canada, Mexico and Asia.  The company has more than 1,500 personnel
throughout the United States.  Sales and marketing functions are
managed from executive offices in Lancaster, Ohio, with staff
located in Melville, New York, New York City, and Oneida, New
York.

The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking,
LLC, were founded in 1848 and 1873, respectively.  In 2011,
investment funds affiliated with the Monomoy Capital Partners
completed their acquisition of these companies and, in March 2012,
integrated them under the EveryWare brand.  In May 2013, a merger
was completed where EveryWare became a wholly-owned subsidiary of
ROI Acquisition Corp. ("ROI"), a special purpose acquisition
company sponsored by affiliates of the Clinton Group, Inc., and ROI
was renamed EveryWare Global Inc.

As of Sept. 30, 2014, EveryWare reported assets of $238 million and
liabilities of $380 million.

EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to
implement a prepackaged financial restructuring that converts $248
million of the long-term debt to 96% of the common stock of the
company post-emergence.

EveryWare Global filed its Chapter 11 petition (Bankr. D. Del.) on
April 7, 2015, and 12 affiliated debtors filed petitions on April
8, 2015.  The cases are pending before Judge Laurie Selber
Silverstein, and the debtors are seeking joint administration under
Case No. 15-10743.

The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy
counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal
North America, LLC, to provide a CRO and Interim VP of Finance; and
Prime Clerk LLC as claims and noticing agent.


EVERYWARE GLOBAL: Reports $120-Mil. Net Loss in 2014
----------------------------------------------------
EveryWare Global, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2014.

The Company reported a net loss of $120 million on $354 million in
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $17.4 million on $408 million of revenues in the same period
last year.

The Company's balance sheet at Dec. 31, 2014, showed $234 million
in total assets, $391 million in total liabilities, and a
stockholders' deficit of $180 million.

Weinberg & Company P.A. expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company has suffered recurring losses from operations and has a net
capital deficiency that raise substantial doubt about its ability
to continue as a going concern.

A copy of the Form 10-K is available at:

                     http://is.gd/kL2R6z

                    About EveryWare Global

Headquartered in Lancaster, Ohio, EveryWare (Nasdaq:EVRY) is a
marketer of tabletop and food preparation products for the consumer
and foodservice markets, with operations in the United States,
Canada, Mexico and Asia.  The company has more than 1,500 personnel
throughout the United States.  Sales and marketing functions are
managed from executive offices in Lancaster, Ohio, with staff
located in Melville, New York, New York City, and Oneida, New
York.

The primary operating subsidiaries, Oneida Ltd. and Anchor Hocking,
LLC, were founded in 1848 and 1873, respectively.  In 2011,
investment funds affiliated with the Monomoy Capital Partners
completed their acquisition of these companies and, in March 2012,
integrated them under the EveryWare brand.  In May 2013, a merger
was completed where EveryWare became a wholly-owned subsidiary of
ROI Acquisition Corp. ("ROI"), a special purpose acquisition
company sponsored by affiliates of the Clinton Group, Inc., and ROI
was renamed EveryWare Global Inc.

As of Sept. 30, 2014, EveryWare reported assets of $238 million and
liabilities of $380 million.

EveryWare Global, Inc., commenced a Chapter 11 bankruptcy case to
implement a prepackaged financial restructuring that converts $248
million of the long-term debt to 96% of the common stock of the
company post-emergence.

EveryWare Global filed its Chapter 11 petition (Bankr. D. Del.) on
April 7, 2015, and 12 affiliated debtors filed petitions on April
8, 2015.  The cases are pending before Judge Laurie Selber
Silverstein, and the debtors are seeking joint administration under
Case No. 15-10743.

The Debtors tapped Kirkland & Ellis LLP, as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP, as local bankruptcy
counsel; Jefferies LLC, as financial advisor; Alvarez & Marsal
North America, LLC, to provide a CRO and Interim VP of Finance; and
Prime Clerk LLC as claims and noticing agent.



FAIRFAX FINANCIAL: Moody's Rates C$200MM M Shares 'Ba2(hyb)'
------------------------------------------------------------
Moody's Investors Services assigned a Baa3 rating to C$350 million
of senior unsecured notes and a Ba2(hyb) rating to C$200 million of
Series M preferred shares being issued by Fairfax Financial
Holdings Limited (Fairfax; TSE: FFH). Proceeds from the senior
notes offering and Series M preferred shares offering are expected
to be used to partially fund the previously announced proposed
acquisition of Brit plc. The rating outlook for Fairfax is stable.

Fairfax's ratings reflects the group's diversified revenue stream
by product and geography, a well established market position in
reinsurance (via Odyssey Re Holdings Corp., Baa3 senior, stable),
and a high level of cash and marketable investments at the
parent-company level. Several credit challenges remain significant
to the rating, including weak profitability, exposure to
catastrophe risks, volatility associated with long-tail casualty
business, a high level of common stock investments and risks
associated with Fairfax's investment strategy. Key man risk and
management succession is also a consideration given the
instrumental role played by CEO Prem Watsa in Fairfax's strategic
direction, investment philosophy and corporate culture.

Factors that could lead to an upgrade of Fairfax's ratings: 1)
adjusted financial leverage consistently less than 30% and earnings
coverage consistently above 4x; 2) aggregate combined ratios
consistently less than 100%; and 3) an upgrade of the standalone
credit profile of the company's lead operating P&C and/or
reinsurance companies.

Factors that could lead to a downgrade of the ratings: 1)
substantial reduction of holding company liquidity to less than
$750 million (or less than 3x coverage of fixed charges); 2)
adjusted financial leverage consistently above 35% and earnings
coverage consistently less than 2x; 3) a return on capital in the
low single digits range for a sustained period; 4) significant
adverse reserve development (greater than 2% of net reserves);
and/or 5) a downgrade of the standalone credit profile of the
company's lead operating P&C and/or reinsurance companies. A
material expansion of the group's investments in stressed or
turnaround assets as a proportion of shareholder's equity could
also lead to downward pressure on the rating.

The following ratings have been assigned:

  -- Fairfax Financial Holdings Limited: senior unsecured regular
     bond/debenture at Baa3; cumulative preferred shares series M
     at Ba2(hyb).

The following provisional ratings have been assigned:

  -- Fairfax Financial Holdings Limited: provisional senior
     unsecured at (P)Baa3; provisional subordinated debt at
     (P)Ba1; provisional cumulative preferred shares (P)       
     Ba2; provisional non-cumulative preferred shares at (P)Ba2.

Fairfax Financial Holdings Limited is headquartered in Toronto,
Canada. For 2014, Fairfax reported net premiums written of $6.3
billion and net income of $1.7 billion. As of 31 December 2014,
shareholders' equity was $9.7 billion.

The methodologies used in these ratings were Global Property and
Casualty Insurers published in August 2014, and Global Reinsurers
published in October 2014.


FCC HOLDINGS: S&P Lowers ICR to 'CCC' on Announced Asset Sale
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit and senior unsecured ratings on FCC Holdings LLC to 'CCC'
from 'CCC+'.  The outlook on the issuer credit rating is negative.

The downgrade follows FCC Holdings' signing of a definitive
agreement to sell its asset-based lending (ABL) portfolio to an
affiliate of Ares Management L.P during the second quarter of 2015.
"We believe the sale is a significant step in FCC's strategy to
wind down its loan portfolio and repay its lenders," said Standard
& Poor's credit analyst Igor Koyfman.  "The ABL assets represent
about three-quarters of the company's total assets and have been
funded through two secured revolving credit lines and one term
securitization, which we expect will largely be repaid concurrently
with the transaction."

After the transaction closes, S&P expects that FCC's loan portfolio
will primarily consist of traditional factoring facilities and
invoice purchasing loans.  Assuming an orderly liquidation, S&P
believes FCC will be able to pay down its high-yield senior
unsecured debt, which has an outstanding balance of about $87
million.  However, since these notes mature in December 2015, S&P
believes the timing of loan sales and the repayment of debt
introduces additional risk.

The negative outlook reflects S&P's expectation that the company
will seek to liquidate assets in order to repay its high-yield loan
within the next 12 months.  Liquidity could become an issue if the
assets don't generate ample proceeds to repay the notes, which are
due in December 2015.  The outlook also incorporates the
possibility that credit quality could deteriorate as the firm winds
down its portfolio.

S&P could downgrade FCC if the company experiences credit losses
beyond S&P's expectations or if it is unable to refinance or repay
its existing senior unsecured notes by December 2015.

Given the current challenges FCC faces, S&P does not anticipate
taking a positive rating action on the company in 2015.  Still, S&P
could raise its rating if the company gets new financing and
resumes lending.



FRESH PRODUCE: Court Issues Joint Administration Order
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado issued an
order directing joint administration of the Chapter 11 cases of
Fresh Produce Holdings, LLC, Fresh Produce Retail, LLC, Fresh
Produce Sportswear, LLC, Fresh Produce of St. Armands, LLC, FP
Brogan - Sanibel Island LLC, and Fresh Produce Coconut Point, LLC,
under lead case no. 15-13485.

                     About Fresh Produce

Fresh Produce Holdings, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D. Col. Case No. 15-13485) in Denver, Colorado, on April 4,
2015, without stating a reason.

Boulder, Colorado-based Fresh Produce --
http://www.freshproduceclothes.com/-- designs, develops and
markets women's apparel and accessories.  The company says its
collections of tops, pants, skirts and dresses feature a signature
garment dye process with more than 80 percent produced right here
in the USA.  It says products are available in 26 company-owned
boutiques located across the United States, as well as 400
independent retail locations.

The Debtor estimated $10 million to $50 million in assets and debt
in its Chapter 11 petition.

The Debtor is represented by Michael J. Pankow, Esq., at Brownstein
Hyatt Farber Schreck, in Denver.

The case is assigned to Judge Sidney B. Brooks.

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


FRESH PRODUCE: Seeks to Conduct Going-Out-of-Business Sales
-----------------------------------------------------------
Fresh Produce Holdings, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to enter into an
agency agreement for Yellen Partners, LLC, to conduct
going-out-of-business sales.

Under the agency agreement, Yellen will pay to the Debtor a
guaranteed payment of 86% of the aggregate cost value of the
merchandise being sold.  The current expectation is that this will
result in a guaranteed payment to the Debtor of approximately $5.6
million, based on projected inventory levels at closing.  In the
event that proceeds from the sale exceed the guaranteed payment
plus expenses and a 6% sales commission to the stalking horse
liquidator, the Debtor will receive 60% of any additional excess
proceeds.  In addition, the stalking horse liquidator will
liquidate the Debtor's fixtures, furniture and equipment, as well
as non-finished good and non-first quality inventory, for a 15%
commission.

In exchange for its willingness to serve as a stalking horse
bidder, if another liquidator is chosen to conduct the GOB sales,
Yellen will be entitled to a $70,000 break-up fee and an expense
reimbursement of up to $20,000.

Landlord Creditors CityPlace Retail L.L.C. and The Prudential
Insurance Company of America filed a limited objection to the
proposed GOB sales, complaining that the bid deadline and auction
dates, which were not provided for in the motion, should be
calendared to provide the landlords with sufficient time to address
issues relating to the GOB sale guidelines with a liquidator and/or
assess the adequate assurance of future performance information of
a prospective assignee.

The Landlord Creditors are represented by:

         Brian D. Huben, Esq.
         Dustin P. Branch, Esq.
         KATTEN MUCHIN ROSENMAN LLP
         2029 Century Park East, Suite 2600
         Los Angeles, CA 90067-3012
         Tel: (310) 788-4400
         Fax: (310) 788-4471
         E-mail: brian.huben@kattenlaw.com
                 dustin.branch@kattenlaw.com

                     About Fresh Produce

Fresh Produce Holdings, LLC, commenced a Chapter 11 bankruptcy case
(Bankr. D. Col. Case No. 15-13485) in Denver, Colorado, on April 4,
2015, without stating a reason.

Boulder, Colorado-based Fresh Produce --
http://www.freshproduceclothes.com/-- designs, develops and
markets women's apparel and accessories.  The company says its
collections of tops, pants, skirts and dresses feature a signature
garment dye process with more than 80 percent produced right here
in the USA.  It says products are available in 26 company-owned
boutiques located across the United States, as well as 400
independent retail locations.

The Debtor estimated $10 million to $50 million in assets and debt
in its Chapter 11 petition.

The Debtor is represented by Michael J. Pankow, Esq., at Brownstein
Hyatt Farber Schreck, in Denver.

The case is assigned to Judge Sidney B. Brooks.

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


GENCORP INC: Moody's Affirms 'B1' Corp. Family Rating, Outlook Neg.
-------------------------------------------------------------------
Moody's Investors Service raised the Speculative Grade Liquidity
Rating of GenCorp, Inc. to SGL-2 from SGL-3. The other ratings,
including the B1 Corporate Family Rating, have been affirmed, and
the outlook remains negative.

Issuer: GenCorp Inc.

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

  -- Probability of Default Rating, Affirmed B1-PD

  -- Corporate Family Rating, Affirmed B1

  -- Subordinate Conv./Exch. Bond/Debenture, Affirmed B3 (LGD6)

  -- Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD3)

  -- Outlook, Remains Negative

The SGL-2 reflects a good, rather than an adequate liquidity
profile as GenCorp's cash balance will likely remain above $200
million near-term, covenant headroom should remain good, and the RD
Amross acquisition seems unlikely to proceed (and thereby consume
cash) before the deal's June expiration date. GenCorp's alternate
liquidity sources improved with the announced $57 million sale of
703 entitled acres, which is expected to generate $41 million of
cash proceeds at closing. GenCorp's Easton Development Company,
LLC, which has been re-zoning and entitling the land for
development, will possess 5,300 entitled acres following the
pending transaction.

The negative rating outlook nonetheless continues because organic
revenues have declined in the past year, debts have risen since the
(June 2013) Rocketdyne acquisition, and competition is rising
within the space launch business. Organic revenues declined 14% in
the fiscal year ended November 30, 2014 and GenCorp has added debt
to repurchase both its stock and (in-the-money) convertible notes.
It is unclear whether or not GenCorp will reduce enough debt
near-term to materially improve its credit metrics. Credit metrics
and funds from operations are lackluster for the B1 CFR.
Debt/EBITDA was 7.6x at 2/28/15 (about 6.0x excluding Moody's
pension plan adjustment) with EBIT/Interest of 1.2x. GenCorp has
derived about a quarter of its revenues from United Launch Alliance
and competitive intensity within some of those programs appears to
be rising with newcomers such as Space Exploration Technologies
Corp and Blue Origin LLC.

The B1 CFR benefits from backlog growth since the 2013 fiscal year,
good liquidity, and the expectation that GenCorp will deploy its
free cash flow for debt reduction rather than stock repurchases
near-term. Likelihood of debt reduction from the Easton Development
LLC land sale proceeds and excess cash on hand also supports the
rating as does the gradually improving defense contracting
environment where better budget visibility should help operators.
The planned multi-year operational improvement plan that GenCorp
recently announced will add restructuring costs, but should help
GenCorp's competitiveness if well implemented.

The CFR recognizes that GenCorp is the leading rocket propulsion
company in the US and propulsion technologies represent a critical
part of national defense and space systems. The company's content
covers many space/national defense programs, including tactical and
ballistic missile programs as well as launch vehicles. While
competition is rising among military launch vehicles, the US
government's aim to source domestically (rather than Russian) made
propulsion systems does offer GenCorp an opportunity to expand its
market share.

The rating would likely be downgraded if a debt reduction of around
$80 million to $100 million by mid-2016 seems unlikely, if revenues
contract more than 5% year-over-year, if EBITDA margin (Moody's
adjusted, including restructuring costs) declines below 10%, or if
backlog materially weakens.

Upward rating momentum, unanticipated at present, would depend on
good liquidity, debt/EBITDA sustained at the low 4x level with free
cash flow to debt above 10%.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 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.

GenCorp Inc., produces propulsion systems for defense and space
applications and armament systems for precision tactical and long
range weapon systems. Revenues for the fiscal year ended Nov. 31,
2014 were $1.6 billion.


GILLA INC: Auditor Expresses Going Concern Doubt
------------------------------------------------
Gilla Inc. reported a net loss of $3.1 million on $117,000 of net
revenue for the year ended Dec. 31, 2014, compared with a net loss
of $1.5 million on $15,400 of net revenue in the prior year.

Schwartz, Levitsky, Feldman, LLP, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has limited revenues and expects to continue to incur
significant expenses from operations.  The Company's future success
is dependent upon its ability to raise sufficient capital, not only
to cover its operating expenses, but also to continue to develop
and be able to profitably market its products.

The Company's balance sheet at Dec. 31, 2014, showed $1.09 million
in total assets, $2.64 million in total liabilities and total
stockholders' deficit of $1.55 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
      
                       http://is.gd/MACnV9
                          
Carson City, Nev.-based Gilla Inc. is a mineral-property
development company specializing in acquiring and consolidating
mineral properties with production potential and future growth
through exploration discoveries.  Acquisition and development
emphasis has been focused on properties containing gold and other
strategic minerals that are located in Africa.  The Company has 1
full time, and 2 part-time employees.


GRIDWAY ENERGY: Plan Filing Date Extended to July 6
---------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware further extended Gridway Energy Holdings, et
al.'s exclusive plan filing period through and including July 6,
2015, and their exclusive solicitation period through and including
Sept. 4, 2015.

According to the Debtors’ counsel, Donald J. Bowman, Jr., Esq.,
at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
the Debtors need the additional time for the Court to conclude the
hearing on the settlement agreement with Platinum Partners Value
Arbitrage Fund LP, and its designee, Agera Energy LLC.

Mr. Bowman related that the Debtors withdrew their motion to
convert their bankruptcy cases to Chapter 7 following the
settlement agreement with Platimum and Agera, which addressed the
funding issues enabling the Debtors to continue in Chapter 11 and
wind down the Debtors’ businesses through either conversion or
dismissal of the Chapter 11 Cases. The Agera Settlement Motion is
scheduled to be heard on April 15, 2015.

                       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.


HALCON RESOURCES: Moody's Lowers Corp. Family Rating to Caa2
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Halcon Resources
Corporation's proposed offering of $500 million senior secured
second lien notes due 2020. Moody's downgraded Halcon's Corporate
Family Rating (CFR) to Caa2 from Caa1 and the senior unsecured
notes ratings to Caa3 from Caa2. Moody's also downgraded the
Probability of Default Rating (PDR) to Ca-PD from Caa1-PD,
reflecting the high probability of default in the near term in
light of the company's announcement of another debt for equity
exchange. Moody's raised Halcon's Speculative Grade Liquidity
Rating to SGL-3 from SGL-4, due to its adequate liquidity pro forma
for the second lien issuance and expected amendment to its credit
facility. The ratings outlook was changed to negative from stable.

The proceeds from the proposed second lien notes offering will be
primarily used to repay drawings under Halcon's existing senior
secured revolving facility and for general corporate purposes.
Halcon's assigned ratings are contingent upon successfully raising
the approximately $500 million of second lien notes proceeds. In
addition, Moody's expects Halcon to amend its credit facility to
replace its minimum EBITDA to interest coverage covenant with a
maximum secured debt to EBITDA covenant, providing sufficient room
for future compliance and to draw on its revolver. Moody's ratings
are subject to review of all final documentation related to this
transaction.

Moody's considers Halcon's offer under the proposed $70.7 million
debt for equity exchange plan announced on April 16, 2015,
cumulative with the $116.5 million debt for equity exchange closed
on April 13, 2015 as a distressed exchange for its senior unsecured
debt, which is an event of default under Moody's definition of
default. Moody's expects Halcon's CFR to remain at Caa2 and the PDR
to be revised to Caa2-PD at the close of the debt for equity
exchange announced on April 16, 2015. Moody's will also append this
revised Caa2-PD PDR with an "/LD" designation indicating limited
default at the close of the debt for equity exchange, which will be
removed three business days thereafter.

"The second lien notes offering, combined with the debt-for-equity
exchange that the company recently entered into with certain
bondholders and is likely to enter into in the near-term, modestly
improves Halcon's liquidity and leverage metrics," said Amol Joshi,
Moody's Vice President. "However, the additional secured debt
further subordinates the company's unsecured debt and the Caa2 CFR
reflects Halcon's high risk of further debt impairment due to its
very high leverage, while the company faces an uphill battle in
reaching an appropriate level of leverage during this downturn."

Assignments:

Issuer: Halcon Resources Corporation

  -- $500MM Senior Secured Second Lien Notes, Assigned B2
     (LGD2)

Rating Actions:

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1

  -- Probability of Default Rating, Downgraded to Ca-PD from
     Caa1-PD

  -- Speculative Grade Liquidity Rating, Raised to SGL-3 from
     SGL-4

  -- $1,150 million 9.75% sr unsecured notes due 2020 downgraded
     to Caa3 (LGD4) from Caa2 (LGD4)

  -- $1,350 million 8.875% sr unsecured notes due 2021 downgraded
     to Caa3 (LGD4) from Caa2 (LGD4)

  -- $400 million 9.25% sr unsecured notes due 2022 downgraded to
     Caa3 (LGD4) from Caa2 (LGD4)

Outlook Actions:

  -- Outlook revised to Negative from Stable

Halcon's Caa2 CFR reflects growing risk for the company's business
profile because of high leverage and limited financial flexibility.
Moody's expects Halcon's debt-to-average daily production metric to
exceed $90,000 per barrel of oil equivalent (boe) per day and
debt-to-proved developed (PD) reserves figure to exceed $45 per boe
over the next 12 months. These leverage metrics do not incorporate
improvement from any further reduction in debt through future
debt-for-equity exchanges. Halcon's rating also reflects the
elevated risk that the company will find difficulty in growing out
of its levered capital structure as the reduced roughly $400
million capital expenditures budgeted for 2015 will impact
production and EBITDA.

Halcon's SGL-3 Speculative Grade Liquidity Rating reflects its
adequate liquidity profile over the next 12 months. Pro forma for
the second lien notes issuance as of December 31, 2014, Halcon has
over $800 million of liquidity including cash and availability
under its revolving credit facility with an expected $900 million
borrowing base.

Halcon's unsecured notes are rated Caa3, which is one notch below
the company's Caa2 CFR. This notching reflects the priority claim
given to the senior secured revolving credit facility and the
proposed second lien notes. The proposed second lien notes are
rated B2, three notches above Halcon's CFR, reflecting its priority
claim over the unsecured notes. However, the proposed second lien
notes could get downgraded if the proportion of secured debt
relative to unsecured debt in the capital structure is increased by
a significant amount.

The negative rating outlook reflects the company's potentially
worsening leverage metrics and its challenges to maintain current
production levels and replace reserves, given low oil prices and
reduced capital expenditures. The outlook could return to stable if
Halcon sufficiently improves its capital structure and leverage
metrics through additional debt exchanges and equity raises.

A downgrade is possible if liquidity falls below $200 million or if
Halcon's production volumes were to decline more than anticipated.
An upgrade will not be considered until the company achieves a
substantial reduction in debt resulting in a more sustainable
capital structure. Retained cash flow to debt sustained above 10%
combined with adequate liquidity could result in a ratings
upgrade.

The principal methodology used in these ratings was 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.

Halcon Resources Corporation is an independent exploration and
production (E&P) company focused on onshore oil and gas production
in unconventional liquids-rich basins and fields. The company
primarily operates in North Dakota and Texas and has its
headquarters in Houston, Texas.


HALCON RESOURCES: Plans to Offer $500 Million Senior Notes
----------------------------------------------------------
Halcon Resources Corporation announced that, subject to market
conditions, it intends to offer $500 million in aggregate principal
amount of senior secured notes due 2020.  The Notes will be secured
by second-priority liens on substantially all of Halcon's and its
subsidiary guarantors' assets that secure the Company's senior
secured revolving credit facility.

Halcon intends to use the net proceeds from the offering to repay a
portion of the outstanding borrowings under its senior secured
revolving credit facility and for general corporate purposes.

The offering will be made only as a private placement to qualified
institutional buyers pursuant to Rule 144A and to certain persons
in offshore transactions pursuant to Regulation S, each under the
Securities Act of 1933, as amended.

                      About Halcon Resources

Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States.  This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.

As of Sept. 30, 2014, Halcon Resources had $5.93 billion in total
assets, $3.59 billion in total liabilities, $111 million in
redeemable noncontrolling interest, and $1.51 billion in total
stockholders' equity.

                          *     *      *

As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'.  The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.

In April 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Halcon Resources Corp. to 'CCC+' from
'B'.  "The downgrade follows Halcon's announcement that it has
entered into an agreement with holders of a portion of its senior
unsecured notes to exchange the notes for common stock," said
Standard & Poor's credit analyst Ben Tsocanos.  "We do not view the
transaction as a distressed exchange because investors received
stock valued at more than what was promised on the original
securities," said Mr. Tsocanos.


HALCON RESOURCES: Preliminary Q1 2015 Production Results
--------------------------------------------------------
Halcon Resources Corporation announced preliminary first quarter
2015 production results and provided additional updates.

Halcon expects to report production for the three months ended
March 31, 2015, of 42,500 - 43,500 barrels of oil equivalent per
day (Boe/d).  First quarter production is estimated to be ~81% oil,
~8% NGLs and ~11% natural gas.

The Company estimates that it will record a non-cash pre-tax full
cost ceiling impairment charge of $450 - $650 million in the first
quarter of 2015.

Halcon expects the following modifications to be made to its senior
secured revolving credit facility, subject to the satisfaction of
certain terms and conditions:

   * Removal of the interest coverage ratio covenant with the
     institution of a total secured leverage ratio covenant of
     2.75x

   * Reduction of the borrowing base to $900 million from $1.05
     billion

The Company is also seeking to extend the maturity of its senior
secured revolving credit facility to Aug. 1, 2019; however, there
is no assurance that the extension will be available to Halcón on
acceptable terms.

The Company is currently operating three rigs across its holdings
and currently has 23 wells being completed or waiting on
completion.  Halcon continues to be focused on reducing costs in
the current commodity price environment.

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

                         http://is.gd/5oZZJv

                       About Halcon Resources

Halcon Resources Corporation acquires, produces, explores and
develops onshore liquids-rich assets in the United States.  This
independent energy company operates in the Bakken/Three Forks, El
Halcon and Tuscaloosa Marine Shale formations.

As of Sept. 30, 2014, Halcon Resources had $5.93 billion in total
assets, $3.59 billion in total liabilities, $111 million in
redeemable noncontrolling interest, and $1.51 billion in total
stockholders' equity.

                          *     *      *

As reported by the TCR on Jan. 27, 2015, Moody's Investors Service
downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and
the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'.  The
downgrade reflects growing risk for Halcon's business profile
because of high financial leverage and limited liquidity as its
existing hedges roll-off and stop contributing to its borrowing
base over the next 12-18 months.

In April 2015, Standard & Poor's Ratings Services lowered its
corporate credit rating on Halcon Resources Corp. to 'CCC+' from
'B'.  "The downgrade follows Halcon's announcement that it has
entered into an agreement with holders of a portion of its senior
unsecured notes to exchange the notes for common stock," said
Standard & Poor's credit analyst Ben Tsocanos.  "We do not view the
transaction as a distressed exchange because investors received
stock valued at more than what was promised on the original
securities," said Mr. Tsocanos.


HALCON RESOURCES: S&P Assigns 'CCC' Rating on $500MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'CCC'
issue-level rating and '5' recovery rating to Halcon Resources
Corp.'s planned $500 million senior second-lien secured notes.  The
'CCC+' corporate credit rating and negative outlook on Halcon
remain unchanged.  The '5' recovery rating indicates S&P's
expectation for modest (10%-30%; high end of the range) recovery in
the event of a payment default.

S&P's ratings on Halcon reflect limited reserves and production,
high operating costs, an aggressive growth strategy, and
participation in the volatile and capital intensive nature of the
oil and gas industry.  These weaknesses are adequately offset at
the rating level by an oil-weighted reserve profile, an experienced
management team, and extensive acreage holdings in multiple onshore
liquids-rich U.S. basins.  S&P's ratings also reflect its view of
the company's substantial indebtedness and risks regarding the
level and source of capital required to develop this broad
collection of properties.  S&P characterizes Halcon's business risk
as "weak", its financial risk as "highly leveraged", and its
liquidity as "adequate."

RATINGS LIST

Halcon Resources Corp.
Corp credit rating                        CCC+/Negative/--

New Rating
Halcon Resources Corp.
Proposed $500 mil sr 2nd-lien secd nts   CCC
  Recovery rating                         5H



HIPCRICKET INC: Ch. 11 Plan Goes to May 13 Confirmation Hearing
---------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware conditionally approved the disclosure
statement explaining Hipcricket, Inc.'s Chapter 11 plan of
reorganization and scheduled a hearing to be held on May 13, 2015,
at 11:00 a.m. (Eastern Time) to consider confirmation of the Plan
and and the objections to both the confirmation of the Plan and the
adequacy of the Disclosure Statement.

Objections to the adequacy of the Disclosure Statement or
confirmation of the Plan must be filed with the Court on or before
May 6.  Any party supporting the Plan may file a reply to any
objection to confirmation of the Plan by May 11.  The Plan voting
certification must be filed by May 11.

The Official Committee of Unsecured Creditors filed a proposed
letter in support of the Debtor's Chapter 11 Plan.

The Plan provides that holders of general unsecured claims are
expected to recover 17.6% to 21.4% of their total allowed claim
amount.

Pursuant to the ESW Bid, ESW Capital has agreed to sponsor a plan
of reorganization, in which it will receive the Reorganized
Debtor's new equity in exchange for: (i) $4.5 million in cash,
plus
(ii) an amount equal to the cure amounts up to $500,000, plus
(iii)
amounts approved by the Court with respect to the Debtor's key
employee incentive plan up to $255,000, plus (iv) bid protections
in the amount of $325,000, plus (v) an overbid in the amount of
$3,170,000, minus (vi) the net amount of the replacement debtor in
possession financing facility outstanding as of the closing date
(which is expected to be less than $4.5 million).

The Debtor projects that, following payment of senior claims
pursuant to the Plan and Plan implementation costs, approximately
$1,990,000 will be available for distribution to holders of
Allowed
General Unsecured Claims pursuant to the terms of the Plan.  As a
result, the Debtor projects that holders of Allowed General
Unsecured Claims will receive a recovery ranging from
approximately
17.6% to 21.4% of the face value of their claims.

A full-text copy of the Disclosure Statement dated March 31 is
available at http://bankrupt.com/misc/HIPCRICKETds0331.pdf

                       About Hipcricket Inc.

Headquartered in Bellevue, Washington, Hipcricket, Inc., formerly
known as Augme Technologies, is a publicly held Delaware
corporation.  Hipcricket is in the business of providing
end-to-end, data-driven mobile advertising and marketing solutions
through its proprietary AD LIFE software-as-a service platform a
proprietary, mobile engagement platform for businesses to
communicate with customers through cellphones, tablets and other
mobile devices.  The Company had 77 full-time employees as of the
bankruptcy filing.

Hipcricket sought Chapter 11 protection (Bankr. D. Del. Case No.
15-10104) on Jan. 20, 2015, with a deal to sell its assets.

The Debtor tapped Pachulski Stang Ziehl & Jones LLP as counsel,
Canaccord Genuity Inc. as investment banker, Perkins Coie LLP as
special corporate counsel, and Omni Management Group, LLC, as
claims and noticing agent.

As of Jan. 20, 2015, the Company had total assets of $16.8 million
and liabilities of $12.06 million.

The Debtor filed plan of reorganization sponsored by ESW Capital,
LLC.  The Debtor and ESW Capital negotiated a replacement
postpetition financing facility, providing up to $4.5 million in
financing, on substantially similar terms as the DIP Facility
provided by SITO Mobile.

The U.S. Trustee for Region 3 appointed five creditors to serve on
an official committee of unsecured creditors.  The Committee
retained Cooley LLP as lead counsel, Pepper Hamilton LLP as
Delaware counsel, and Getzler Henrich & Associates, LLC, as
financial advisor.


IMRIS INC: Receives Nasdaq Bid Price Deficiency Notice
------------------------------------------------------
IMRIS Inc. on April 22 disclosed that the Company received a
letter, dated April 20, 2015, from the NASDAQ Stock Market LLC
stating that for the previous 30 consecutive business days the bid
price of the Company's common stock closed below the minimum $1.00
per share required for continued listing under Nasdaq Listing Rule
5450(a)(1).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has a period of 180 calendar days, or until October 19, 2015, to
regain compliance with the minimum bid requirement.  If at any time
during the 180 calendar day grace period, the closing bid price per
share of the Company's common stock is at or above $1.00 for a
minimum of ten consecutive business days, the Company will regain
compliance and the matter will be closed.  In the event the Company
does not regain compliance, the Company may be eligible for an
additional period to regain compliance, subject to satisfying
certain Nasdaq requirements.  If it appears to the Nasdaq staff
that the Company will not be able to cure the deficiency or if the
Company is not otherwise eligible for the additional compliance
period, the Company's common stock will be subject to delisting by
Nasdaq.

                          About IMRIS

IMRIS (NASDAQ: IMRS; TSX: IM) -- http://www.imris.com/-- provides
image guided therapy solutions through its VISIUS Surgical Theatre
-- a revolutionary, multifunctional surgical environment that
provides unmatched intraoperative vision to clinicians to assist in
decision making and enhance precision in treatment.  The multi-room
suites incorporate diagnostic quality high-field MR, CT and angio
modalities accessed effortlessly in the operating room setting.
VISIUS Surgical Theatres serve the neurosurgical, cardiovascular,
spinal and cerebrovascular markets and have been selected by
leading medical institutions around the world.


INT'L MANUFACTURING: Withdraws Motion for Relief From Stay
----------------------------------------------------------
Zions First National Bank has withdrawn its motion for relief from
the automatic stay as to real property commonly known as 879 F.
Street, West Sacramento, Yolo County, California in the Chapter 11
case of International Manufacturing Group Inc.  The Property has
been sold and Bank's claim has been paid in full.

As reported by the Troubled Company Reporter on March 17, 2015, the
Bank sought to lift the automatic stay to allow the Bank to
exercise its rights in the Property.  The Bank held a deed of trust
on the Property, which secured a commercial loan to Wannas
Enterprises LLC, an entity that was substantively consolidated into
the Debtor.  Wannas owed the Bank more than $1.697 million.

               About International Manufacturing

Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme,
put himself and his company, International Manufacturing Group
Inc., into Chapter 11 after he pleaded guilty to one count of wire
fraud and agreed to a 20-year prison sentence.  The bankruptcy
filing was part of his plea bargain with federal prosecutors.  Mr.
Wannakuwatte is the former owner of the Sacramento Capitols tennis
team.

International Manufacturing sought Chapter 11 bankruptcy protection
(Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30,
2014.  The case is assigned to Judge Robert S. Bardwil.

The Debtor tapped Marc A. Caraska, in Sacramento, as counsel.

In June 2014, Beverly N. McFarland was appointed as Chapter 11
trustee for the Debtor.  She has tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as her bankruptcy counsel; Diamond
McCarthy LLP as her special litigation counsel; Gabrielson &
Company as accountant; and Karen Rushing as bookkeeper outside the
ordinary course of business.

The U.S. Trustee for Region 7 appointed a three-member unsecured
creditors panel comprising of Byron Younger, Janine Jones, and
Steve Whitesides.


IT LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: IT, LLC
           fka Meritage Management LLC
        1400 E Patty Drive
        Wasilla, AK 99654

Case No.: 15-00107

Chapter 11 Petition Date: April 22, 2015

Court: United States Bankruptcy Court
       District of Alaska (Anchorage)

Debtor's Counsel: Cabot C. Christianson, Esq.
                  LAW OFFICES OF CABOT CHRISTIANSON, P.C.
                  911 W 8th Ave., Suite #201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907)258-2026
                  Email: cabot@cclawyers.net

                    - and -

                  Terry P. Draeger, Esq.
                  BEATY & DRAEGER, LTD.
                  3900 Arctic Blvd #101
                  Anchorage, AK 99503
                  Tel: (907) 563-7889
                  Fax: (907)562-6936
                  Email: draeger@ak.net

Total Assets: $7.2 million

Total Liabilities: $8.56 million

The petition was signed by Jack Barrett, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/akb15-00107.pdf


J.C. PENNEY: S&P Revises Outlook to Pos. & Affirms 'CCC+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on J.C.
Penney Co. Inc. (JCP) to positive from stable.  At the same time,
S&P affirmed all ratings, including the 'CCC+' corporate credit
rating, on the company.

"The outlook revision reflects our forecast for further modest
gains over the next year.  We think there is a one-third chance
that adjusted EBITDA will approach around $1 billion, which is one
indication that the company's capital structure would be
sustainable," said credit analyst Robert Schulz.  "Other metrics
supporting an upgrade would include prospects for breakeven or
better cash flow after capital spending of at least $250 million,
prospects for further meaningful reductions in legacy selling,
general, and administrative (SG&A) cost levels, and success in
online initiatives and the home furnishings segment (both of which
would be reflected in revenue growth)."

The positive outlook reflects S&P's view that there is a one-third
chance over the next year or so that further successful execution
of the merchandising turnaround, reduced cash burn, and EBITDA
growth will result in a sustainable capital structure, leading to
an upgrade.

S&P could consider lowering its rating if the company's performance
gains reverse because of merchandise missteps or an unexpected
erosion of consumer spending leading to a return to significant
cash use.  Under this scenario, S&P believes the company could
likely default within a 12-month period.  In such a scenario, the
company is unable to stabilize operations, returning to cash burn
in the range of around $750 million.  Additional financing options
would narrow and vendors would tighten turns leading to a
substantial decline in cash on hand.

S&P could raise the rating if adjusted EBITDA seems capable of
reaching around $1 billion versus our base-case forecast of about
$800 million in 2015.  For example, S&P estimates sales growth of
more than 2% and EBITDA margins in the high-7% area would generate
EBITDA in that range.  Other supporting metrics for an upgrade
would include prospects for positive cash flow after capital
spending, prospects for ongoing meaningful reductions in SG&A
spending and success in online and the home furnishings segment
(which would be reflected in sales growth).  This scenario would
likely necessitate overall revenue growth closer to the level of
same-store sales of around 3% and reduction in the still high
legacy levels of SG&A.  Consideration for an upgrade would require
prospects for sustained leverage below 7.0x along with interest
coverage above 1.5x.  Such improvements in sales growth and margins
would also cause S&P to view the company's business risk more
favorably.



JILL ACQUISITION: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Jill Acquisition LLC (New)
("J. Jill"), as well as a B2 instrument rating on the company's
proposed $250 million senior secured term loan due 2022. Proceeds
of the transaction, along with contributed equity, will be used to
fund the buyout of the company by Towerbrook Capital Partners L.P.
("Towerbrook"). The rating outlook is stable.

Moody's estimates pro-forma debt-to-EBITDA leverage will be about a
turn and a half above the company's pre-LBO leverage as a result of
an additional $164 million of funded debt. However, the B2 rating
incorporates Moody's view that the proposed transaction reflects a
more sustainable long-term capital structure and addresses the
uncertainty related to Arcapita, which is one of the company's
prior private equity owners who emerged from bankruptcy in
September 2013 with a plan to liquidate its assets. The company
will repay its unrated 24% mezzanine debt (12% cash and 12% PIK),
resulting in a reduction to total interest expense of approximately
$2 million and a modest improvement to interest coverage (including
PIK interest in the prior structure).

Moody's assigned the following ratings to Jill Acquisition LLC
(New):

  -- Corporate Family Rating, Assigned B2

  -- Probability of Default Rating, Assigned B2-PD

  -- $250 million Senior Secured Term Loan due 2022, Assigned B2,
     LGD-3

  -- Outlook, Stable

The following existing ratings on the company are unaffected and
will be withdrawn upon close of the proposed transaction:

Issuer: Jill Acquisition LLC

  -- Corporate Family Rating, B3 (to be withdrawn upon close of
     proposed transaction)

  -- Probability of Default Rating, B3-PD (to be withdrawn upon
     close of proposed transaction)

Issuer: JJ Lease Funding Corp.

  -- $120 million Sr. Secured Term Loan due 2017, B2, LGD-3 (to
     be withdrawn upon close of proposed transaction)

J. Jill's B2 CFR reflects the company's modest scale and relatively
high lease adjusted leverage of approximately 5.6x through January
31, 2015, pro-forma for the proposed transaction. The rating also
reflects the company's niche product focus and narrow customer
demographic, targeting women between the ages 40-65. At under $500
million of LTM revenue, the company competes against many larger
specialty retailers and department stores, and is vulnerable to
earnings volatility from fashion misses, and during cyclically weak
periods when consumer spending is pressured. The B2 rating is
supported by improvements in the company's operating performance
over the last 2-3 years, the strength of its direct to consumer
business that accounts for almost 40% of total revenue, positive
projected free cash flow, and its good liquidity profile.
Operational initiatives including a refocus on the company's
product offerings and price points, improved inventory management
and purchasing decisions, and an increase in full-price sales drove
healthy revenue and EBITDA growth beginning in fiscal 2012. Moody's
expects store count expansion and effective merchandising will
support revenue growth in the mid-to-low single digit range along
with modestly improving margins. Moody's projects the resulting
EBITDA growth and only minimal required debt amortization will
bring debt-to-EBITDA leverage to the mid-to-low 5x range over the
next 12-18 months.

J. Jill has a good liquidity profile, reflecting Moody's
expectation that the company will continue to generate free cash
flow despite elevated levels of capital spending to support new
store openings and remodels, and systems enhancements in 2015.
Additional cash uses include only modest amortization of
approximately $2.5 million per year with an excess cash flow sweep
not commencing until year end 2016. Pro-forma for the proposed
transaction the company will have access to an unrated $40 million
asset-based revolver (ABL) expiring in 2020 that Moody's expects
will be used to cover modest seasonal working capital needs. The
ABL is expected to contain a springing fixed charge coverage
covenant test of 1.0x that would be triggered when availability is
less than the greater of 10% of the borrowing base and $4 million.
It is also expected to contain a cash dominion period that is
triggered when excess availability is less than the greater of
12.5% of the borrowing base and $5 million. Moody's does not expect
either to be triggered over the next 12-18 months. The term loan is
expected to contain a total net leverage covenant that Moody's
anticipates will be set at a sufficient cushion to management's
forecast to allow for good headroom over the next 12-18 months.
The B2 rating and LGD-3 assessment assigned to J. Jill's senior
secured term loan is in line with the company's CFR and reflects
its junior position in the capital structure relative to the
company's $40 million ABL Revolver. The term loan has a first
priority lien on essentially all assets of the company, with second
lien on the ABL priority collateral that consists of cash,
receivables, and inventory. The term loan's collateral position
creates effective priority relative to the company's unsecured
obligations including trade payables and lease rejection claims.

The stable rating outlook reflects Moody's expectation that the
company will experience revenue growth in the mid-to-low single
digit range over the next 12-18 months driven by new store
expansion and modest comparable store sales growth. Debt-to-EBITDA
leverage should decline to the mid-to-low 5x range over the period
with EBITDA margins slightly above current levels and a good
liquidity profile.

Given the company's modest scale and specialty retail
concentration, a rating upgrade is not likely over the next 12-18
months. However, if J. Jill can drive revenue and EBITDA growth
resulting in leverage (Debt/EBITDA) sustained meaningfully below
4.0x and interest coverage (EBITA/Interest) over 2.25x, the ratings
could experience upward pressure. An upgrade would also require a
strong liquidity profile and consistent free cash flow generation.

The ratings could be downgraded if operating performance were to
decline as a result of lower same store sales or weaker operating
margins, resulting in debt-to-EBITDA leverage above 6x. A
deterioration in liquidity or interest coverage (EBITA/Interest)
approaching 1.5x could also pressure the rating.

The principal methodology used in these ratings was Global Retail
Industry published in June 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.

Headquartered in Quincy, Massachusetts, J. Jill is a retailer of
women's apparel, footwear and accessories though the internet,
catalogs and 249 retail stores. LTM revenues through January 31,
2015 were around $483 million.


JILL HOLDINGS: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Quincy, Mass.-based Jill Holdings LLC.  The
outlook is stable.

At the same time, S&P assigned its 'B' issue level rating to Jill's
$250 million proposed term loan.  The recovery rating is '3',
indicating S&P's expectation for meaningful recovery (lower end of
the 50% to 70% range) in a payment default scenario.

Upon close of the transaction, S&P will withdraw ratings on Jill
Holdings LLC's existing $120 million term loan due 2017.  S&P
expects it will be repaid in conjunction with the purchase of the
company by financial sponsor, TowerBrook Capital Partners.

"The affirmation reflects our view that the company's improved
profitability and credit metrics are sustainable over the next 12
months," said credit analyst Anita Ogbara.  "Following the
TowerBrook purchase, we expect continued margin improvement to
offset modest incremental leverage and result in credit measures
that are at or near current levels with debt to EBITDA in the 5x
area and funds from operations (FFO) to debt in the low-teens
percent area."

S&P's stable outlook reflects its expectation that credit
protection measures will remain in line with current levels over
the next 12 months.  S&P anticipates the company will continue to
maintain operating profitability and execute its full-price
strategy, which will offset modest incremental leverage from the
TowerBrook transaction.

S&P could lower its ratings if operating performance deteriorates,
leading to substantial margin deterioration.  Under this scenario,
EBITDA would decline by approximately 25% from forecasted levels,
which would cause leverage to increase to the low-6x area (assuming
debt levels remained constant).  S&P could also lower the ratings
if weaker-than-expected performance results in inadequate covenant
headroom, leading to less-than-adequate liquidity.  Any meaningful
leveraged distribution to the company's financial sponsors could
also negatively affect the rating.

Although unlikely in the next year, S&P could raise its ratings if
the company continues to improve margins, and successfully expand
its top line through new store growth and positive same-store
sales.  S&P would also expect leverage to remain below 4x on a
sustained basis.  This includes S&P's view that the likelihood of
leverage increasing above 5x is minimal.  In that case, S&P could
revise its assessment of the company's financial risk profile to
"aggressive" from "highly leveraged", or revise its financial
policy score to the more favorable financial sponsor-5 (FS-5) from
financial sponsor-6 (FS-6).



KARMALOOP INC: US Trustee to Continue Creditors Meeting on May 21
-----------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Karmaloop Inc.
will continue the meeting of creditors on May 21, at 10:00 a.m.,
according to a filing with the U.S. Bankruptcy Court in Delaware.

The meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 King Street, in Wilmington, Delaware.

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 Karmaloop Inc.

Karmaloop, Inc., founded in 1999 by Gregory Selkoe, is a
cross-platform digital commerce and media property company that
specializes in the sale of global streetwear fashion and culture.
Karmaloop specializes in the sale of over 400 brands of apparel,
shoes and accessories via an e-commerce business model, primarily
using the Web site http://wwww.karmaloop.com/ The company has
nearly 5 million monthly unique visitors, 2.2 million Facebook
followers and 800,000 Twitter followers.

On March 23, 2015, Karmaloop, Inc. and KarmaloopTV, Inc. filed
voluntary Chapter 11 bankruptcy petitions in the United States
Bankruptcy Court for the District of Delaware (Lead Case No.
15-10635.  The cases are assigned to Judge Kevin J. Carey.

The Debtors tapped Burns & Levinson LLP and Womble Carlyle
Sandridge & Rice, LLP as attorneys; CRS Capstone Partners LLC as
financial advisor and Capstone's Brian L. Davies, Jr., as
restructuring officer; and Omni Management Group, LLC as claims and
noticing agent.

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


KNEL ACQUISITION: S&P Retains 'B' CCR Over $10MM Debt Add-On
------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on KNEL
Acquisition LLC (B/Stable/--) remain unchanged following the
company's $10 million proposed increase to its previously announced
$50 million add-on to its existing $125 million term loan A-1 due
in 2021.  The recovery rating remains '3', indicating S&P's
expectations for meaningful (higher half of the 50% to 70% range)
recovery in the event of a payment default.  The company intends to
use the proceeds, as well as cash on the balance sheet, to fund the
acquisition of certain production assets, inventories, and
contracts associated with NBTY Inc.'s nutritional bar and powder
manufacturing operations.

S&P's assessment of the business risk profile as "weak" reflects
KNEL's customer concentration, participation in the fragmented
co-manufacturing segment of the highly competitive North American
packaged food industry, and narrow product focus.  S&P believes
leverage will remain above 6x during the next 12 months, but that
credit protection measures will improve with excess cash flow
applied to debt reduction.

RATINGS LIST

Ratings Unchanged
KNEL Acquisition LLC
Corporate Credit Rating                B/Stable/--        

Les Aliments Multibar Inc.
Senior Secured
  $115 mil. A-2 1st lien term                       
  loan due 2021                         B
   Recovery Rating                      3H                 
  $35 mil. A-2 2nd lien term loan       
  due 2022                              CCC+
   Recovery Rating                      6                  

Nellson Nutraceutical, LLC
Senior Secured
  $65 mil. 1st lien revolver due 2019   B                  
   Recovery Rating                      3H                 
  $185 mil. A-1 1st lien term loan                
  due 2021                              B
   Recovery Rating                      3H                 
  $38 mil. A-1 2nd lien term loan       
  due 2022                              CCC+
   Recovery Rating                      6     



KU6 MEDIA: Corrects Outstanding Common Shares Figures
-----------------------------------------------------
Ku6 Media Co., Ltd., announced that the number of its issued and
outstanding shares as of Sept. 30, 2014, and Dec. 31, 2014, was
4,763,360,860 and 4,763,360,860, respectively, taking into account
the exercise of share options by its employees during the third
quarter of 2014.  The previously reported number of outstanding
shares in its unaudited financial results for the third quarter and
the fourth quarter of fiscal year 2014, which were filed on Form
6-K on February 6 and March 9, 2015, respectively, was inaccurate.

                           About Ku6 Media

Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video
company in China focused on User-Generated Content.  Through its
premier online brand and online video website,  www.ku6.com , Ku6
Media provides online video uploading and sharing service, video
reports, information and entertainment in China.

The Company reported a net loss of $10.72 million in 2014, a net
loss of $34.4 million in 2013 and a net loss of $49.4 million in
2011.

PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's
Republic of China, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
Dec. 31, 2013.  The independent auditors noted that facts and
circumstances including recurring losses, negative working
capital, net cash outflows, and uncertainties associated with
significant changes planned to be made in respect of the Company's
business model raise substantial doubt about the Company's ability
to continue as a going concern.


LEGACY RESERVES: Moody's Alters Outlook to Stable & Affirms B2 CFR
------------------------------------------------------------------
Moody's Investors Service changed Legacy Reserves LP's rating
outlook to stable from positive. At the same time, Moody's affirmed
Legacy's B2 Corporate Family Rating (CFR), SGL-3 Speculative Grade
Liquidity Rating, and its Caa1 rated unsecured notes that are
co-issued by Legacy Reserves Finance Corporation.

"Legacy has taken positive actions in response to the commodity
price downturn, including reducing distributions and capital
spending levels. However, Legacy's change in outlook to stable
reflects our expectation that credit accreting growth opportunities
will be more limited through mid-2016 because of the weak commodity
price outlook, with Legacy's sequential production to modestly
decline in 2015, absent any acquisitions," commented Gretchen
French, Moody's Vice President.

Debt List: Legacy Reserves LP

  -- Outlook: Changed to Stable from Positive

  -- Senior unsecured notes, Affirmed at Caa1 (LGD 5)

  -- Corporate Family Rating, Affirmed at B2

  -- Probability of Default Rating, Affirmed at B2-PD

  -- Speculative Grade Liquidity Rating, Affirmed at SGL-3

Legacy's B2 CFR reflects its long-lived, shallow decline,
predominately proved developed reserve base. In addition, the
company has balanced exposure to the Permian and Piceance Basins,
and has grown via reasonably priced acquisitions, which have
supported sound returns. The B2 CFR is restrained by Legacy's
overall small production profile, which is expected to face modest
sequential declines in 2015 due to reduced capital spending levels.
The CFR also reflects the risks inherent in its acquisitive, high
payout MLP corporate finance model. However, Moody's recognizes
management's positive response to the current commodity price
downturn, with the company reducing both capital spending levels
and distributions, with any excess cash flow targeted for debt
reduction. The rating incorporates the benefits of the company's
consistent track record in issuing equity, its lack of incentive
distribution rights at the general partner level, hedging program,
and consideration of development capital requirements in
calculating its distributable cash flow.

Legacy's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through mid-2016. As of April 20, 2015, the company had
about $130 million drawn under its $1.5 billion revolving credit
facility due April 2019 (borrowing base size of $700 million).
Moody's does not expect any additional drawings in 2015, with the
company targeting excess cash flow to reduce revolver drawings, and
the maintenance of adequate headroom under financial covenants
through mid-2016. Legacy benefits from a favorable hedge position
that reflects its historical hedging policies to hedge 85% of
estimated production from proved developed producing reserves over
an 18-24 month period on a rolling quarterly basis and to lock in
acquisition economics with longer term three-to-five year hedges.
However, given the current commodity price environment, Legacy has
not entered into any new hedge positions to date in 2015, other
than additional Midland-Cushing basis hedges and some limited crude
oil hedges.

The Caa1 ratings on Legacy's senior unsecured notes reflect both
the overall probability of default of Legacy, to which Moody's
assigns a PDR of B2-PD, and a loss given default of LGD 5. The
senior notes are guaranteed by essentially all material domestic
subsidiaries on a senior unsecured basis and, therefore, are
subordinated to the senior secured credit facility's potential
priority claim to the company's assets. The recent reduction in the
borrowing base would suggest a B3 rating under Moody's Loss Given
Default Methodology. However, given the present fundamental
challenges from the very low commodity price environment and the
potential that the borrowing base may eventually be increased as
commodity prices partially recover through 2016, Moody's believes
that the Caa1 rating on the unsecured notes is more appropriate and
consequently the existing rating was affirmed.

Moody's could downgrade Legacy's ratings if leverage increased
(EBITDA/Interest declining towards 2.5x and debt/proved developed
reserves rising above $12.00/boe for an extended period), if
distribution coverage fell below 1.0x for a sustained period, or if
the company's operational risk profile materially deteriorated.

Moody's could upgrade the ratings if the company is able to return
to at least modest production growth while maintaining
debt/production of less than $30,000 boe/d and debt/proved
developed reserves of less than $9.00/boe), while also maintaining
distribution coverage above 1.0x and adequate liquidity.

The principal methodology used in these ratings was 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.

Legacy Reserves LP is headquartered in Midland, Texas.


LEHMAN BROTHERS: Lawyers Says Ex-Top Trader Seeks "Double Recovery"
-------------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported that
Lehman Brothers Holdings Inc. said former top trader Jonathan
Hoffman is seeking "double recovery" on his bonus from 2008, in day
one of a trial over whether Lehman owes Mr. Hoffman and three other
employees millions in back bonuses.

According to the report, Lehman says Mr. Hoffman, a former global
rates trader who at the time of Lehman's collapse was the bank's
third-highest paid rank-and-file employee, was paid an $84 million
bonus by Barclays PLC, which bought Lehman's brokerage in the days
after the investment bank filed for bankruptcy.

The Journal related that a lawyer for Mr. Hoffman argued in court
that it doesn't matter that Barclays paid him a bonus because the
bonus agreement with Barclays was separate from his Lehman
contract, thus the Lehman estate still owes him $84 million for his
work for 2008.

Daily Bankruptcy Review reported that Mr. Hoffman, testifying at
trial, said he secretly recorded several conversations that he says
proves Lehman owes him more than $83 million in bonuses for his
work done mostly in 2008, even though he received a similar amount
when Barclays bought Lehman.  Mr. Hoffman said he taped the
conversations as a note-taking method, without telling parties he
was recording them, the DBR report related.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was    
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.  
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

As of Oct. 2, 2014, Lehman's total distributions to unsecured
creditors have amounted to $92.0 billion.  As of Sept. 30, 2014,
the brokerage trustee has substantially completed customer claims
distributions, distributing more than $106 billion to 111,000
customers.


LENNAR CORP: Fitch Assigns BB+ Rating on $400MM Sr. Notes Due 2025
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's
(NYSE: LEN and LEN.B) proposed offering of $400 million of senior
notes due 2025.  This issue will be ranked on a pari passu basis
with all other senior unsecured debt.  Net proceeds from the notes
offering will be used for working capital and general corporate
purposes.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and continuing recovery of the housing sector in
2015 and 2016.  The ratings also reflect Lennar's successful
execution of its business model over many cycles, geographic and
product line diversity, and much lessened joint venture exposure
than was the case just a few years ago.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and in generating positive
operating cash flow during the past severe industry downturn.  In
addition, Lennar steadily, substantially reduced its number of
joint ventures (JVs) over the last few years and, as a consequence,
has very sharply lowered its JV recourse debt exposure (from $1.76
billion to $24.5 million as of Nov. 30, 2014).

In contrast to almost all the other public homebuilders Lennar was
profitable in fiscal 2010 and 2011 and was solidly profitable in
fiscal 2012, 2013 and 2014.  The company's gross margins are
typically above its peers, and contributions from its Rialto
Investment segment have added to corporate profits from 2010
through 2014.

There are still some challenges facing the housing market that are
likely to moderate the intermediate stages of this recovery.
Nevertheless, Fitch believes Lennar has the financial flexibility
to navigate through the sometimes challenging market conditions and
continue to broaden its franchise and invest in land and other
opportunities.

THE INDUSTRY

Housing metrics increased in 2014 due to more robust economic
growth during the last three quarters of the year (prompted by
improved household net worth, industrial production, and consumer
spending), and consequently, acceleration in job growth (as
unemployment rates decreased to 6.2% for 2014 from an average of
7.4% in 2013), despite modestly higher interest rates, as well as
more measured home price inflation.  A combination of tax increases
and spending cuts in 2013 shaved about 1.5 percentage points (pp)
off annual economic growth, according to the Congressional Budget
Office.  Many forecasters estimate the fiscal drag in 2014 was only
about 0.25%.

Single-family starts in 2014 improved 4.8% to 647,900 and
multifamily volume grew 15.6% to 355,400.  Thus, total starts in
2014 were 1.003 million.  New-home sales were up 1.9% to 437,000,
while existing home volume was off 2.9% to 4,940 million largely
due to fewer distressed homes for sale and limited inventory.

New-home price inflation moderated in 2014, at least partially
because of higher interest rates and buyer resistance.  Average
new-home prices rose 5.7% in 2014, while median home prices
advanced approximately 5.5%.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing, relatively robust economy
throughout the year.  Considerably lower oil prices should restrain
inflation and leave American consumers with more money to spend.
The unemployment rate should continue to move lower (averaging 5.3%
in 2015).  Credit standards should steadily, moderately ease
throughout 2015.  Demographics should be more of a positive
catalyst.  More of those younger adults who have been living at
home should find jobs and these 25-35-year olds should provide some
incremental elevation to the rental and starter home markets.
Single-family starts are forecast to rise 17.3% to 760,000 as
multifamily volume expands 7.3% to 381,000.  Total starts would be
in excess of 1.1 million.  New-home sales are projected to increase
about 18% to 515,000.  Existing home volume is expected to
approximate 5.152 million, up 4.3%.

New-home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first-time
homebuyer product.

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

LIQUIDITY/DEBT

The company's homebuilding operations ended the first quarter of
2015 with $583.75 million in unrestricted cash and equivalents.
Debt totaled $5.13 billion as of Feb. 28, 2015, up from $4.69
billion at fiscal year-end 2014.

At Nov. 30, 2014, Lennar had a $1.5 billion unsecured revolving
credit facility (RCF) with certain financial institutions which
includes a $248 million accordion feature that matures in June
2018, $125 million of letter of credit (LOC) facilities with a
financial institution and a $140 million LOC facility with a
different financial institution.  The proceeds available under the
credit facility, which are subject to specified conditions for
borrowing, may be used for working capital and general corporate
purposes.  The credit facility agreement also provides that up to
$500 million in commitments may be used for LOCs.  As of Nov. 30,
2014, there were no borrowings under the credit facility.

On April 17, 2015, Lennar amended the RCF, to, among other things,
increase the maximum borrowing from $1.5 billion to $1.6 billion,
which includes a $263 million accordion feature.  The amendment
also extended the maturity of $1.18 billion of the credit facility
from June 2018 to June 2019.

Lennar's debt maturities are well-laddered, with about 33.6% of its
senior notes (as of Feb. 28, 2015) maturing through 2017.

Lennar's performance LOCs outstanding were $234.1 million as of
Nov. 30, 2014.  The company's financial LOCs outstanding were
$190.4 million at the end of the fourth quarter.  Performance LOCs
are generally posted with regulatory bodies to guarantee its
performance of certain development and construction activities.
Financial LOCs are generally posted in lieu of cash deposits on
option contracts, for insurance risks, credit enhancements and as
other collateral.

Debt leverage (debt/EBITDA) decreased to 4.0x as of Nov. 30, 2014,
down from 4.9x at the end of 2013.  EBITDA-to-interest expense rose
from 3.2x at Nov. 30 2013 to 4.3x at the conclusion of 2014.

HOMEBUILDING

The company was the second largest homebuilder in 2013 and
primarily focuses on entry-level and first-time move-up homebuyers.
In 2013 and 2014, approximately one third of sales were to the
first-time buyer, half to first-time move-up customers and the
balance is a mix of second-time move-up, luxury and active adult.
The company builds in 17 states with particular focus on markets in
Florida, Texas and California.  Lennar's significant ranking
(within the top five or top 10) in many of its markets, its largely
presale operating strategy, and a return on capital focus provide
the framework to soften the impact on margins from declining market
conditions.  Fitch notes that in the past, acquisitions (in
particular, strategic acquisitions) have played a significant role
in Lennar's operating strategy.

Compared to its peers, Lennar has had above-average exposure to JVs
during this past housing cycle.  Longer-dated land positions are
controlled off balance sheet.  The company's equity interests in
its partnerships generally ranged from 10% to 50%.  These JVs have
a substantial business purpose and are governed by Lennar's
conservative operating principles.  They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company. They help Lennar to match
financing to asset life.  JVs facilitate just-in-time inventory
management.

Nonetheless, Lennar has substantially reduced its number of JVs
over the last eight years (from 270 at the peak in 2006 to 35 as of
Nov. 30, 2014).  As a consequence, the company has very sharply
lowered its JV recourse debt exposure from $1.76 billion to $24.5
million as of Nov. 30, 2014.  In the future, management will still
be involved with partnerships and JVs, but there will be fewer of
them and they will be larger, on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow.  In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During 2012, Lennar purchased approximately $1 billion of new land
and spent roughly $302 million on development expenditures.  Land
spend totaled almost $1.9 billion in 2013, and development
expenditures reached about $600 million, double the level of 2012.
Approximately, $1.5 billion was expended on land and $1.1 billion
on development in 2014.  Fitch expects that total real estate
spending in 2015 could be up moderately (perhaps $200 million-$300
million) with more expended on land than development activities.

The company was slightly less cash flow negative in 2014 ($788.49
million) than in 2013 ($807.71 million).  Lennar is likely to be
much less cash flow negative in 2015, perhaps less than half as
much as in 2014.  The company could be cash flow positive in 2016.

Fitch is comfortable with this real estate strategy given the
company's cash position, debt maturity schedule, proven access to
the capital markets and willingness to quickly put the brake on
spending as conditions warrant.

FINANCIAL SERVICES

Lennar's financial services segment provides mortgage financing,
title insurance and closing services for both buyers of its homes
and others.  Substantially all of the loans that the segment
originates are sold within a short period in the secondary mortgage
market on a servicing released, non-recourse basis.  After the
loans are sold, Lennar retains potential liability for possible
claims by purchasers that the company breached certain limited
industry standard representations and warranties in the loan sale
agreements.  The company participates in mortgage refinance
activity, which periodically is consequential business.

During 2014, Lennar's financial services subsidiary provided loans
to approximately 78% of its homebuyers who obtained mortgage
financing in areas where Lennar offered services.  During that same
period, the company originated approximately 23,300 mortgage loans
totaling $6 billion.  (By loan count refinanced loans accounted for
9% of originations in 2014.)

RIALTO

Lennar's Rialto segment was formed to focus on acquisitions of
distressed debt and other real estate assets utilizing Rialto's
abilities to source, underwrite, price, turnaround and ultimately
monetize such assets in markets across the U.S. Lennar had a
similar operation in the 1980s, LNR Property Corporation, which was
the vehicle used by the company to invest in and work out large
portfolios of distressed real estate assets purchased from the
government's Resolution Trust Corporation (RTC).  This operation
was subsequently spun-off as a separate publicly traded company and
was later acquired by Cerberus Capital Management.

Lennar's Rialto reportable segment is a commercial real estate
investment, investment management, and finance company focused on
raising, investing and managing third party capital, originating
and securitizing commercial mortgage loans, as well as investing
its own capital in real estate related mortgage loans, properties
and related securities.  Rialto utilizes its vertically-integrated
investment and operating platform to underwrite, do the due
diligence, acquire, manage, workout and add value to diverse
portfolios of real estate loans, properties and securities, as well
as providing strategic real estate capital.  Rialto's primary focus
is to manage third party capital and to originate and sell into
securitizations commercial mortgage loans.  Rialto has commenced
the workout and/or oversight of billions of dollars of real estate
assets across the U.S., including commercial and residential real
estate loans and properties, as well as mortgage backed securities.
To date, many of the investment and management opportunities have
arisen from the dislocation in the U.S. real estate markets and the
restructuring and recapitalization of those markets.  In July 2013,
RMF was formed to originate and sell into securitization five-,
seven- and 10-year commercial first mortgage loans, generally with
principal amounts between $2 million and $75 million, which are
secured by income producing properties.  This business is expected
to be a significant contributor to Rialto revenues, at least in the
near future.

Rialto is the sponsor of and an investor in private equity vehicles
that invest in and manage real estate related assets. This
includes:

   -- Rialto Real Estate Fund, LP, formed in 2010 to which
      investors have committed and contributed a total of $700
      million of equity (including $75 million by Lennar);

   -- Rialto Real Estate Fund II, LP, formed in 2012 with the
      objective to invest in distressed real estate assets and
      other related investments and that as of Nov. 30, 2014 had
      equity commitments of $1.3 billion (including $100 million
      by Lennar) and was closed to additional commitments;

   -- Rialto Mezzanine Partners Fund, formed in 2013 with a target

      of raising $300 million in capital (including $27 million
      committed by Lennar) to invest in performing mezzanine
      commercial loans that have expected durations of one to two
      years and are secured by equity interests in the borrowing
      entity owning the real estate assets.

Rialto also earns fees for its role as a manager of these vehicles
and for providing asset management and other services to those
vehicles and other third parties.

LENNAR MULTIFAMILY

Since 2012, Lennar has become actively involved, primarily through
unconsolidated entities, in the development of multifamily rental
properties.  This business segment focuses on developing a
geographically diversified portfolio of institutional quality
multifamily rental properties in select U.S. markets.

As of Nov. 30, 2014, Lennar's balance sheet had $268 million of
assets related to the Lennar Multifamily segment, which includes
investments in unconsolidated entities of $105.7 million.  Lennar's
net investment in the Lennar Multifamily segment, as of Nov. 30,
2014, was about $200 million.  As of Nov. 30, 2014, the Lennar
Multifamily segment had 24 communities under construction with
development costs of approximately $1.6 billion.  The Lennar
Multifamily segment has a pipeline of future projects totaling $5.5
billion in assets (including the $1.6 billion in development)
across a number of states that will be developed primarily by
unconsolidated entities.

FIVEPOINT COMMUNITIES

FivePoint manages large, complex master planned communities in the
Western U.S., typically in a JV structure.  These include the
former military installation El Toro, the former Newhall Land and
Farming Company (just north of Los Angeles) and San Francisco's
Hunters Point.  These entities will not be generating meaningful
home deliveries for another few years.

KEY ASSUMPTIONS

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

   -- Industry single-family housing starts improve almost 17.5%,
      while new and existing home sales grow 18% and 4.3%,
      respectively, in 2015;

   -- Lennar's deliveries increase 12% and homebuilding gross
      margins decline more than a single pp to 24% this year;

   -- The company's debt/EBITDA approximates 3.4x-3.5x and
      interest coverage exceeds 4.5x by year-end 2015;

   -- Lennar spends at least $2.6 billion on land acquisitions and

      development activities this year;

   -- The company maintains a healthy liquidity position (well
      above $1 billion with a combination of unrestricted cash and

      revolver availability).

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Fitch would consider taking positive rating action if the recovery
in housing accelerates and Lennar shows steady improvement in
credit metrics (such as debt-to-EBITDA leverage consistently less
than 3x), while maintaining a healthy liquidity position (in excess
of $1 billion in a combination of cash and revolver availability).

Conversely, negative rating actions could occur if the recovery in
housing dissipates and Lennar maintains an overly aggressive land
and development spending program.  This could lead to sharp
declines in profitability, consistent and significant negative
quarterly cash flow from operations, higher leverage and
meaningfully diminished liquidity position (below $500 million).

Fitch currently rates Lennar as:

   -- Issuer Default Rating 'BB+';
   -- Senior unsecured debt 'BB+'.

The Rating Outlook is Stable.



LENNAR CORP: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Lennar
Corporation's proposed new $400 million of 10 year senior unsecured
notes, proceeds of which will be used in part to repay the $500
million of senior unsecured notes maturing on May 31, 2015. In the
same rating action, Moody's affirmed Lennar's Ba3 Corporate Family
Rating, Ba3-PD Probability of Default, and the Ba3 rating on the
company's existing issues of senior unsecured and convertible
senior notes due from 2015 to 2022. Moody's also affirmed Lennar's
speculative grade liquidity rating at SGL-1. The rating outlook
remains positive.

The positive outlook reflects our expectation that Lennar's
adjusted debt leverage will trend towards that of a Ba2-rated
homebuilder within the next 12 to 18 months while its other key
credit metrics, e.g., gross margins, interest coverage, and return
on assets, will either continue to improve and/or continue to
exceed Ba3 levels.

The following rating actions were taken:

  -- Proposed new $400 million of senior unsecured notes due
     2025, assigned Ba3, LGD4;

  -- Corporate Family Rating, affirmed Ba3;

  -- Probability of Default, affirmed at Ba3-PD;

  -- Existing senior unsecured notes, affirmed at Ba3, LGD4;

  -- Existing convertible senior notes, affirmed at Ba3, LGD4;

  -- Existing senior unsecured shelf registrations, affirmed at
     (P)Ba3;

  -- Speculative grade liquidity assessment, affirmed at SGL-1;

  -- Ratings outlook is positive.

The Ba3 corporate family rating reflects the company's
industry-leading gross margins among the pure homebuilders; its
strong earnings performance; the near elimination of its formerly
outsized recourse joint venture debt exposure; the substantial
tangible equity base; and its ability to generate healthy order and
backlog growth even when the macro statistics might suggest
otherwise. In addition, the company has successfully managed its
investments in new asset classes that are different from, albeit
related to, more traditional homebuilding activities.

At the same time, Lennar's ratings incorporate an adjusted pro
forma homebuilding debt leverage of approximately 53% as of
February 28, 2015 that is stretched for a Ba3; the expectation of
negative cash flow from operations over the next 12 to 18 months as
the company continues to grow its discretionary land spend; the
moderately long land position; and its high proportion of
speculative construction. In addition, Lennar's propensity to
invest in different asset classes and structures compared to more
traditional homebuilders adds an element of further risk to the
company's credit profile. While these investments can and do
generate solid returns and cash, especially during growth periods,
they can also result in sizable write downs, considerable use of
management time, and cash drains, as the joint venture operations
did during the recent downturn.

Lennar's liquidity is supported by its $484 million of unrestricted
homebuilding cash at February 28, 2015 (pro forma for the repayment
of $500 million of senior unsecured notes on May 31 and the
issuance herein of $400 million of senior unsecured notes); by its
$147 million of unrestricted cash at Rialto as of the same date; by
the availability of about $1.07 billion under its $1.34 billion
committed senior unsecured revolving credit facility due in June
2019 (that had $250 million drawn and $ 18 million of outstanding
letters of credit at February 28, 2015), and substantial headroom
under its financial maintenance covenants. The revolving credit
facility requires the company to maintain compliance, as of
February 28, 2015, with minimum tangible net worth of $ 2.3
billion, maximum net debt leverage of 65.0%, and either a minimum
1.0x liquidity coverage of last 12 months interest incurred or a
trailing 12 months interest coverage of 1.5x.

The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash
flow, continues to strengthen its liquidity, and, most importantly,
drives its adjusted debt leverage towards the 45% level.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 60% on a sustained basis.

The principal methodology used in these ratings was Global
Homebuilding Industrypublished 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 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company operates in 17
states and specializes in the sale of single-family homes for
first-time, move-up, and active adult buyers under the Lennar brand
name. Lennar's Financial Services segment provides mortgage
financing, title insurance and closing services or both buyers of
the company's homes and others. Lennar's Rialto segment is a
vertically integrated asset management platform focused on
investing throughout the commercial real estate capital structure.
Lennar's Multifamily segment is a national developer of multifamily
rental properties. Total homebuilding revenues for the twelve
months ending February 28, 2015, were approximately $7.2 billion,
and consolidated pretax income, including those of its Financial
Services segment, was $1.0 billion.



LENNAR CORP: S&P Assigns 'BB' Rating on $400MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'BB' issue-level rating to Miami-based homebuilder Lennar Corp.'s
proposed $400 million senior unsecured notes due 2025.  The '3'
recovery rating indicates S&P's expectation for meaningful
recovery, at the upper half of the 50% to 70% range.

Lennar will use proceeds for general corporate purposes, including
the possible redemption of its 5.6% senior notes due 2015.  S&P's
corporate credit rating on Lennar reflects S&P's view of the
company's business risk as "fair" and its financial risk as
"significant."  Lennar is one of the largest companies in the
cyclical, albeit recovering, homebuilding industry.  S&P expects
leverage to be in the 3x to 4x EBITDA range in 2015.



LEVI STRAUSS: Fitch Gives 'BB-' Rating to $475MM Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Levi Strauss & Co.'s
(Levi) $475 million issue of senior unsecured notes. The proceeds
from the issue, together with revolver borrowings, will be used to
repay the company's $525 million of 7.625% senior notes due 2020.
The Rating Outlook is Positive.

KEY RATING DRIVERS

The rating and Positive Outlook reflects Fitch's view that Levi
will begin to generate EBITDA growth as the benefits from its
global productivity initiative flow to the bottom line,
particularly in fiscal 2016. In addition to taking significant
costs out of the business, Levi's management is also committed to
reducing debt levels and strengthening its balance sheet. These
factors are expected by Fitch to drive adjusted leverage toward the
low-3x range over the next two years from 3.6x currently. Fitch
also expects FCF will be positive in the range of $200 million
annually excluding restructuring costs. The rating continues to
reflect Levi's well-known brands, strong market shares, and
geographic diversity, as well as the challenging consumer
environment pressuring top line performance.

Levi's revenues declined 1.3% on a constant currency basis in the
first quarter ended March 1 2015, following 2.6% constant currency
growth in fiscal 2014 (ended November). This reflects sales
declines in the Americas region (60% of 2014 revenues), due in part
to a shift in the company's fiscal calendar partly offset by growth
in Europe (24% of 2014 revenues) and Asia (16% of 2014 revenues).
Fitch projects consolidated sales will be flat to up in the low
single digit range over the next 24 months, and will continue to be
constrained by the difficult consumer environment globally.

Levi's EBITDA margin was 12.1% in the 12 months ended March 1, 2015
compared with 12.5% in 2014, due to increased investment in
advertising, higher sourcing costs, and the promotional selling
environment. In the beginning of 2014, Levi's rolled out a
restructuring initiative where actions taken to date are expected
to produce annual net savings of $125 million - $150 million. Fitch
believes that EBITDA will continue to be constrained over the near
term by the strong dollar and costs associated with the company's
restructuring activities, but that it will move higher over the
next 24 months to over $600 million from $564 million in the LTM
ended March 1, 2015, as cost savings flow to the bottom line.

Leverage (adjusted debt/EBITDAR) was 3.6x at March 2015 compared
with 4.0x at fiscal year-end 2013, due to $420 million of debt
reduction. Fitch expects management will continue to reduce debt
levels with free cash flow in 2015-2016, and that leverage will
improve toward the low-3x range over the next two years.

Liquidity is supported by cash of $203 million and availability of
$717 million on an $850 million credit facility that expires in
March 2019. The facility is secured by North American inventories,
receivables, and the U.S. Levi trademark, with a total borrowing
base of $776 million.

KEY ASSUMPTIONS

   -- Fitch expects consolidated sales to be flat to up in the low

      single digit range over the next 24 months, and will
      continue to be constrained by the difficult consumer
      environment globally.

   -- Fitch expects EBITDA to be constrained over the near term by

      the strong dollar and the company's ongoing restructuring
      activities, but that it will move higher over the next 24
      months to over $600 million from $564 million in the LTM
      period ended March 1, 2015.

   -- Fitch expects FCF to be positive in the range of $200  
      million annually excluding restructuring costs.

   -- Fitch expects management will continue to reduce debt levels

      with free cash flow in 2015-2016, and that leverage will
   
Factors that could individually or collectively lead to a positive
rating action include:

   -- EBITDA margins begin a sustained recovery in 2015;
   -- FCF of $200 million plus annually, permitting ongoing debt
      reduction;
   -- Adjusted financial leverage improves sustainably to the low-
       3x range.

Factors that could individually or collectively lead to a negative
rating action include:

   -- EBITDA margins remain under pressure longer-term;
   -- Sales trends remain soft;
   -- Adjusted financial leverage moves above the mid-4x range.

Fitch currently rates Levi as follows:

Levi Strauss & Co.

   -- IDR 'BB-';
   -- $850 million secured revolving credit facility 'BB+';
   -- Senior unsecured notes 'BB-'.

The Rating Outlook is Positive.



LOUISIANA STATE UNIVERSITY: Drafting "Academic Bankruptcy" Plan
---------------------------------------------------------------
Julia O'Donoghue, writing for The Times-Picayune, reported that the
Louisiana State University and many other public colleges in
Louisiana might be forced to file for financial exigency,
essentially academic bankruptcy, if state higher education funding
doesn't soon take a turn for the better.

According to the report, citing F. King Alexander, president and
chancellor of LSU, Louisiana's flagship university began putting
together the paperwork for declaring financial exigency when the
Legislature appeared to make little progress on finding a state
budget solution.

Moody's Investors Service also announced that it was lowering LSU's
credit outlook from positive to stable based on concerns about the
university's overall financial support, the report said.


MCJUNKIN RED: S&P Lowers CCR to 'B+' on Higher Debt Leverage
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on McJunkin Red Man Corp. to 'B+' from 'BB-'.  The
outlook is stable.  At the same time, S&P lowered its issue-level
rating on the company's senior secured term loan to 'B+' from
'BB-'.  The recovery rating is unchanged at '4', indicating S&P's
expectation for average (lower half of the 30% to 50% range)
recovery in the event of payment default.

The downgrade reflects S&P's view that McJunkin's credit measures
will remain more in line with expectations for a 'B+' rating rather
than 'BB-'; therefore, S&P revised McJunkin's financial risk
profile to "aggressive" from "significant," based on expected
leverage and cash flow coverage ratios under S&P's base case
forecast.

"The stable rating outlook reflects our expectation that the
company's large presence in the North American energy market and
expanding international presence will generate enough cash flow to
support, on a sustained basis, debt to EBITDA of between 4x and 5x
debt and FFO to debt of 12% to 20%," said Standard & Poor's credit
analyst Patricia Mendonca.

S&P could lower the rating if a recovery in the domestic energy
market does not materialize in 2015 and the outlook for 2016 does
not improve as expected, leading to a significant and sustained
decline in operating performance.  This could result in continued
weak credit measures and a meaningful deterioration of liquidity.
S&P could also lower the rating if McJunkin made a large,
debt-financed acquisition that resulted in leverage measures
becoming highly leveraged and elevating debt to EBITDA on a
sustained basis to more than 5x and lowering FFO to debt to less
than 12%.

An upgrade is unlikely over the next 12 months given S&P's view
that the company's business risk profile is constrained by its
dependence on domestic energy markets, the competitive nature of
the distribution industry, and the expected curtailed spending in
the oil and gas upstream sector.



MIDWEST PROPERTIES: Case Summary & 9 Top Unsecured Creditors
------------------------------------------------------------
Debtor: Midwest Properties Illinois LLC
           aka Midwest Properties Illinois, LLC
           aka Midwest Properties Illinois, L.L.C.
        1906 Tracy Drive
        LaCasa Pointe
        Bloomington, IL 61704

Case No.: 15-70643

Nature of Business: Residential Apartments

Chapter 11 Petition Date: April 22, 2015

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Hon. Mary P. Gorman

Debtor's Counsel: Jonathan A Backman, Esq.
                  LAW OFFICE OF JONATHAN A. BACKMAN
                  117 N Center St
                  Bloomington, IL 61701
                  Tel: (309) 820-7420
                  Fax: (309) 820-7430
                  Email: jabackman@backlawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Karen Elias, manager.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilcb15-70643.pdf


MINT LEASING: Jerry Parish Reports 48.3% Stake
----------------------------------------------
Jerry Parish disclosed in an amended Schedule 13D filed with the
Securities and Exchange Commission that he beneficially owns a
total of 135,375,931 voting shares which includes the following:

  (a) 42,763,128 shares of common stock beneficially owned by him;

  (b) 2,000,000 shares of the Company's Series B Preferred Stock,
      which are convertible into common stock at the rate of 10
      shares of common stock for each Series B Preferred Stock
      converted, and which have the right to vote in aggregate the

      total number of voting shares of the Company plus 1 share
      (equal to 90,612,803 shares as of April 21, 2015);
      and

  (c) 2,000,000 shares issuable in connection with the exercise of
      outstanding options held by Mr. Parish,

  which total common stock represents 48.3% of the outstanding
shares of common stock and assuming the exercise of the 2,000,000
Stock Options held by Mr. Parish, based on 90,612,802 shares of
common stock issued and outstanding before such exercise, and which
voting shares total 73.9% of the Company's total voting shares when
including the voting rights associated with the Series B Preferred
Stock and assuming the exercise of the 2,000,000 Stock Options held
by Mr. Parish.
  
A copy of the regulatory filing is available for free at:

                        http://is.gd/e2FKUi

                        About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.

Mint Leasing reported a net loss of $3.08 million in 2014,
following net income of $3.22 million in 2013.  As of Dec. 31,
2014, the Company had $15.2 million in total assets, $13.7 million
in total liabilities, and $1.56 million in total stockholders'
equity.


MT GOX: Kraken Accepts Creditor Claims Through Website
------------------------------------------------------
Kraken, a San Francisco-based Bitcoin exchange, is now accepting
MtGox creditor claims and offering up to $1 million in free trade
volume per creditor as a bonus for claiming funds through Kraken.
The claim and payout service through Kraken is available in all
areas of operation, including all US states.

Kraken was selected by the MtGox trustee in November 2014 after
extensive and objective review to assist MtGox creditors in
investigating missing Bitcoin, filing claims, and distributing
remaining assets.

"Thanks to Kraken, filing of claims can be done through their
system," said the MtGox trustee.  "We expect this to enable smooth
filing of bankruptcy claims and distributions."

Creditors claiming funds with Kraken can expect the following
benefits:

   -- 100,000 KFEE credits redeemable for up to $1 million in free
trading volume at the lowest fee tier of 0.1%
   -- Creditor claim and payout support with live chat and email
   -- Option to receive funds in the form of bitcoin
   -- An easier and more convenient process from claim to payout
MtGox creditors should file their claim as soon as possible in two
steps:

1. Create an account at https://www.kraken.com/

2. Click the "MtGox Claim" tab in your account and follow the
instructions.

"We see our involvement in this process as an opportunity to
restore faith in the community by showing what we need more of in
the Bitcoin space -- trusted leadership," said Kraken CEO Jesse
Powell.  "We're dedicated to delivering an exceptional experience.
What is that? It's fast execution and reliable service -- all done
over a secure platform.  Whether you're a long-standing client or
trying us for the first time, we're committed to putting your best
interests first.  That's our philosophy. It's simple.  Put people
first."

To learn more about the KFEE restrictions and use:
https://support.kraken.com/hc/en-us/articles/204802628

                         About Kraken

Founded in 2011, San Francisco-based Kraken --
http://www.kraken.com--is the largest Bitcoin exchange in euro
volume and liquidity and also trading US dollars, British pounds
and Japanese yen.  Kraken is consistently rated the best and most
secure Bitcoin exchange by independent news media.  Kraken was the
first Bitcoin exchange listed on Bloomberg terminals, the first to
pass a cryptographically verifiable proof-of-reserves audit, and is
a partner in the first cryptocurrency bank.  Kraken is trusted by
hundreds of thousands of traders, the Tokyo government's
court-appointed trustee, and Germany's BaFin regulated Fidor Bank.

                         About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter 15
of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange halted trading in February 2014.  It
filed for bankruptcy protection in the U.S. to prevent customers
from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie Mark
Karpeles, the company's chief executive officer.  Mr. Karpeles is
represented by John E. Mitchell, Esq., and David William Parham,
Esq., at Baker & Mcckenzie LLP, in Dallas, Texas.

The bankruptcy trustee and foreign representative of MtGox Co. Ltd.
with respect to the Japan Bankruptcy Proceedings:

     MtGox Co., Ltd.
     Office of Bankruptcy Trustee
     Kojimachi 3 chome building #202
     Kojimachi 3-4-1
     Chiyoda-ku, Tokyo
     Tel: +81-3-4588-3922
     Attn: Nobuaki Kobayashi

The Ontario Superior Court of Justice (Commercial List) on Oct. 3,
2014, ordered, pursuant to Section 272 of the Bankruptcy and
Insolvency Act, that the bankruptcy proceedings commenced with
respect to MtGox Co., Ltd. -- aka Mt. Gox KK and dba MtGox -- be
recognized as a "foreign main proceeding."

The Canadian legal counsel to the bankruptcy trustee and foreign
representative of MtGox Co., Ltd, are:

     MILLER THOMSON LLP
     Scotia Plaza
     40 King Street West, Suite 5800
     PO Box 1011
     Toronto, ON Canada M5H 3S1
     Tel: 416-595-8615/8577
     Fax: 416-595-8695
     Attn: Jeffrey Carhart/ Margaret Sims

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


MYMETICS CORP: Auditor Expresses Going Concern Doubt
----------------------------------------------------
Mymetics Corporation reported a net loss of EUR3.26 million on
EUR2.4 million of revenues for the year ended Dec. 31, 2014,
compared with a net income of EUR6 million on EUR4.38 million of
revenues in 2013.

Peterson Sullivan LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has not been able to generate significant revenue, which
has resulted in significant losses since inception.  Further, the
Company's current liabilities exceed its current assets by
EUR39,200 and there are limited resources to pay current
liabilities.

The Company's balance sheet at Dec. 31, 2014, showed EUR11.01
million in total assets, EUR41.1 million in total liabilities and
total stockholders' deficit of EUR30.09 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                             
                       http://is.gd/6JBQl3
                          
Switzerland-based Mymetics Corporation is an early stage
biotechnology company focused on the research and development of
vaccines for infectious diseases.  Mymetics currently has five
vaccines in its pipeline: HIV-1/AIDS, intra nasal Influenza,
Malaria, Herpes Simplex Virus and the RSV vaccine.


NATROL INC: Wants Plan Filing Exclusivity Until June 8
------------------------------------------------------
Leaf123, Inc., f/k/a Natrol, Inc., and its debtor affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend their exclusive period to file a plan through and including
June 8, 2015, and their exclusive period to solicit acceptances of
that plan through and including Aug. 6, 2015.

According to the Debtors' counsel, Ian J. Bambrick, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, on March
20, 2015, the Debtors filed the latest iterations of the Plan and
Disclosure Statement and on April 2, the Court approved the
Disclosure Statement.  The Confirmation Hearing is currently
scheduled for May 8th.

Mr. Bambrick adds that the Debtors reached settlements with (i)
Intrepid Investment Bankers, LLC; (ii) Troy Eisner, on behalf of
himself and similarly situated class members; (iii) Jessica
Augustine, on behalf of herself and similarly situated class
members; and (iv) Michael T. Psomas.  These settlements, Mr.
Bambrick says, resolve four of the few remaining unresolved claims
against the Debtors.  In addition, the Debtors are moving forward
with their motion to estimate the claim of Nature's Products, Inc.,
which is currently scheduled to be heard by the Court on May 6th.
Entering into and effectuating the settlements and resolving the
NPI claim will pave the way for the successful implementation of
the Plan, Mr. Bambrick tells the Court.

Further extending the Exclusive Periods therefore will facilitate
an orderly and cost-effective plan process for the benefit of all
creditors by providing the Debtors with a meaningful opportunity to
build on the progress that has been made in the Chapter 11 Cases
without unnecessary interference from non-debtor parties, Mr.
Bambrick asserts.  Termination of the Exclusive Periods, on the
other hand, would give rise to the threat of competing plans,
resulting in increased administrative expenses that would diminish
the value of the Debtors' estates to the detriment of creditors and
equity holders, Mr. Bambrick further asserts.

                     About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc., sold herbs and
botanicals, multivitamins, specialty and sports nutrition
supplements made to support health and wellness throughout all ages
and stages of life.  Natrol, Inc., was a wholly owned subsidiary of
Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO).

Natrol, Inc., and its six affiliates sought bankruptcy protection
(Bankr. D. Del. Case No. 14-11446)  on June 11, 2014.  The case is
assigned to Judge Brendan Linehan Shannon.  The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at Gibson, Dunn & Crutcher LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.  The Debtors' Claims and Noticing Agent is
Epiq Systems INC.

The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

The Official Committee Of Unsecured Creditors tapped Otterbourg
P.C. as lead counsel; Pepper Hamilton LLP as Delaware counsel; and
CMAG as financial advisors.

On Nov. 10, 2014, the Debtors held an auction for the sale of the
assets, and Aurobindo Pharma USA Inc. emerged as the successful
bidder.  The Court approved the sale and the sale closed on Dec. 4,
2014.  The Debtors changed their names to Leaf123, Inc., following
the sale.

                            *     *     *

The Troubled Company Reporter, on Feb. 23, 2015, reported that
Leaf123, Inc., f/k/a Natrol Inc., and its debtor affiliates filed a
Chapter 11 plan of liquidation, pursuant to which tax refunds and
credits, all shares of capital stock or other Equity Interests in
Natrol UK, all Avoidance Actions not otherwise purchased by the
Buyer under the Purchase Agreement, the proceeds from prepetition
litigation, the proceeds from the Sale Transaction, and certain
other assets are being pooled and distributed to persons or
entities holding allowed claims in accordance with the priorities
of the Bankruptcy Code.

The Debtors will present the explanatory Disclosure Statement for
approval at a hearing on March 30, 2015, at 10:00 a.m. (prevailing
Eastern Time).  Objections, if any, must be submitted on or before
March 18.  The hearing to consider confirmation of the Plan is
currently scheduled for May 6, 2015, at 10:00 a.m. (ET).


NEPHROS INC: Appoints President, CEO and Chairman
-------------------------------------------------
Daron Evans has been appointed president and chief executive
officer of Nephros, Inc.  Effective upon Mr. Evans's appointment,
Dr. Paul Mieyal stepped down as acting CEO of Nephros and will
remain as a member of the company's board of directors.
Additionally, Lawrence Centella has been appointed Chairman of the
Board of Directors.

Mr. Evans will receive an initial annualized base salary of
$240,000 and will be eligible to receive an annual performance
bonus of up to 30% of his annualized base salary.  In addition, Mr.
Evans was granted a 10-year stock option to purchase an aggregate
of 2,184,193 shares of the Company's common stock pursuant to the
Company’s 2015 Equity Incentive Plan.

"We appreciate Paul's leadership through this period of transition,
especially in creating strong momentum for 2015 by capitalizing on
the 510K clearance of our hospital ultrapure filters," said Mr.
Centella.  "We are pleased to have Daron join in a full-time
operational role and are committed to growing our water filter
business and to commercializing our hemodiafiltration business."

"Nephros has a unique opportunity to impact patients' lives on two
fronts.  Our partnership with leaders in the hospital water
treatment market will put our point-of-delivery ultrapure water
filters on the front line of infection control," said Mr. Evans.
"Separately, our hemodiafiltration technology and our ultrapure
dialysis filters have the potential to improve the standard of care
in certain patients with end stage kidney disease.  I am excited to
join the management team at Nephros to capitalize on our
opportunity to both help patients and reward shareholders for their
commitment."

                        About Daron Evans

Mr. Evans has served on Nephros' board of directors since 2013.  He
is a life sciences executive with over 20 years of financial
leadership and operational experience.  Mr. Evans was recently
Managing Director of PoC Capital, LLC, and is a member of the board
of Zumbro Discovery, Inc., an early stage company developing a
novel therapy for resistant hypertension.  From 2007 to 2013, Mr.
Evans was chief financial officer of Nile Therapeutics, Inc., a
development-stage cardiovascular company that merged with Capricor
Therapeutics, Inc. (CAPR) in 2013.  From 2004 to 2007, he held
various project management and performance improvement roles at
Vistakon Inc. and Scios, Inc., both divisions of Johnson & Johnson
Corp.  Mr. Evans was a co-founder of Applied Neuronal Network
Dynamics, Inc. and served as its president from 2002 to 2004. From
1995 to 2002, Mr. Evans served in various roles at consulting firms
Arthur D. Little and Booz Allen & Hamilton.  Mr. Evans received his
Bachelor of Science in Chemical Engineering from Rice University,
his Master of Science in Biomedical Engineering from a joint
program at the University of Texas at Arlington and Southwestern
Medical School and his MBA from the Fuqua School of Business at
Duke University.

                       About Larry Centella

Mr. Centella has served as a director of Nephros since January
2001.  Mr. Centella served as president of Renal Patient Services,
LLC, a company that owned and operated dialysis centers, and served
in such capacity from June 1998 to 2014.  From 1997 to 1998, Mr.
Centella served as executive vice president and chief operating
officer of Gambro Healthcare, Inc., an integrated dialysis company
that manufactured dialysis equipment, supplied dialysis equipment
and operated dialysis clinics.  From 1993 to 1997, Mr. Centella
served as president and chief executive officer of Gambro
Healthcare Patient Services, Inc. (formerly REN Corporation).
Prior to that, Mr. Centella served as President of COBE Renal Care,
Inc., Gambro Hospal, Inc., LADA International, Inc. and Gambro,
Inc. Mr. Centella is also the founder of LADA International, Inc.
Mr. Centella received his B.S. from DePaul University.

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros reported a net loss of $7.37 million on $1.74 million of
total net revenues for the year ended Dec. 31, 2014, compared to
net income of $1.32 million on $1.74 million of total net revenues
for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $3.36 million in total assets,
$9.05 million in total liabilities and a $5.68 million
stockholders' deficit.

Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
negative cash flow from operations and recurring net losses since
inception.  These conditions, among others, raise substantial doubt
about its ability to continue as a going concern.


NNN 3500: US Bank Asks Court to Allow Claim
-------------------------------------------
U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-C23, by and through
CWCapital Asset Management LLC, solely in its capacity as Special
Servicer, asks the Bankruptcy Court for an order allowing the
Trust's claim in its entirety and granting the Trust other and
further relief as is appropriate under the circumstances of the
bankruptcy cases of NNN 3500 Maple 26, LLC, et al.

CWCapital Asset says in a court filing dated March 18, 2015, that
the Trust is entitled to reimbursement of: (i) fees and costs
incurred prior to Oct. 11, 2012, and (ii) fees and costs incurred
in connection with the attempted termination of the property
manager.  CWCapital Asset claims that the Debtors' objections to
pre-default attorneys' fees and costs and attorneys' fees and costs
incurred in connection with the attempted termination of the
property manager are contradicted by the controlling provisions of
the loan documents and the facts of these Bankruptcy Cases.

The deed of trust contains numerous provisions that broadly require
the Debtors to pay all reasonable attorneys' fees and costs
incurred by the Trust in connection with the debt, the
deed of trust or the property, without reference to whether there
is an existing default under the loan documents.  Under the express
terms of a prenegotiation agreement dated as of Jan. 25, 2012, the
Debtors agreed to pay all expenses, including reasonable attorneys'
fees and costs incurred in connection with negotiations between the
Trust and the TIC Investors relating to the loan.  CWCapital Asset
claims that the attorneys' fees and costs incurred prior to Oct.
11, 2012, were all incurred in connection with the debt, the deed
of trust, the property or the negotiations.  

According to CWCapital Asset, the Debtors suggested that the
Trust's failure to ultimately terminate the property manager proves
that the termination was unnecessary, or that the attempted
termination was not an action to enforce or protect the Trust's
security interest in the property.  CWCapital Asset explains that
the Trust was first granted stay relief on May 20, 2013, but, as a
result of the Maple 263 motion to reimpose the automatic stay and
the Debtors' serial bankruptcy filings, the automatic stay was
reimposed and prevented the Trust from terminating the property
manager until the Trust was granted in rem stay relief on April 14,
2014.  The Trust foreclosed on the property approximately three
weeks later, on May 6, 2014, thus, the Trust did not have time
between being granted stay relief and the foreclosure to terminate
and remove the property manager, CWCapital Asset says.

CWCapital Asset is represented by:

      Gregory A. Cross, Esq. (pro hac vice)
      Christopher R. Mellott, Esq. (pro hac vice)
      Frederick W. H. Carter, Esq.
      Catherine Guastello Allen, Esq. (pro hac vice)
      Venable LLP
      750 E. Pratt Street, Suite 900
      Baltimore, Maryland 21202
      Tel: (410) 244-7400
      Fax: (410) 244-7742
      E-mail: fwcarter@venable.com

                 and

      Steven R. Smith, Esq.
      Perkins Coie LLP
      2001 Ross Avenue, Suite 4225
      Dallas, Texas 75201
      Tel: (214) 965-7702
      Fax: (214) 965-7752
      E-mail: SteveSmith@perkinscoie.com

                  About NNN 3500 Maple Entities

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the California Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale in Dallas presides over the case.

On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11
petitions.  These entities are: NNN 3500 Maple 1, LLC, NNN 3500
Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN
3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC,
NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13,
LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500
Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN
3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23,
LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500
Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN
3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34.

Each Debtor holds an ownership interest as a tenant in common in
an 18-story commercial office building commonly known as 3500
Maple Avenue, Dallas, Texas 75219.

These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC,
NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11,
LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC.

Bankruptcy Judge Harlin DeWane Hale denied confirmation of two
competing reorganization plans filed in the Chapter 11 cases of
NNN 3500 Maple 26 LLC and its affiliated debtors.

The Plan is to be funded by an $8.5 million "Cash Infusion" and
"Additional Equity Contributions" of around $10 million.  Under
the Debtors' Plan, the building will undergo substantial
rehabilitation.

The Plan propose by Strategic Acquisition Partners, LLC, a party
that acquired a claim in the case, similar to the Debtors', in an
attempted cure and restatement, will replace the Borrower with
NewCo under the Loan Documents.  NewCo will be divided into Class
A and Class B membership interests.

An official creditors' committee has not been appointed in this
case.  Neither a trustee nor an examiner has been appointed.

The Debtors are represented by Michelle V. Larson, Esq., at
ANDREWS KURTH LLP, and Jeremy B. Reckmeyer, Esq., at ANDREWS KURTH
LLP.

Strategic Acquisition Partners LLC is represented by Joseph J.
Wielebinski, Esq., Davor Rukavina, Esq., Zachery Z. Annable, Esq.,
and Thomas D. Berghman, Esq., at MUNSCH HARDT KOPF & HARR, P.C.

William B. Finkelstein, Esq., Esq., and Jeffrey R. Fine, Esq., at
DYKEMA GOSSETT PLLC serve as counsel to Maple Avenue Tower, LLC.

As reported by the Troubled Company Reporter on Jan. 19, 2015, the
Debtors notified the U.S. Bankruptcy Court that the Effective Date
of the Joint Chapter 11 Plan occurred on Dec. 23, 2014, and, as a
result, the Plan has been substantially consummated.  The Court in
November 2014 entered an order confirming the Debtors' Plan.


O&S TRUCKING: 8th Cir. BAP Tosses Appeal Over Daimler Claim
-----------------------------------------------------------
The Bankruptcy Appellate Panel of the Eighth Circuit dismissed the
appeal taken by O&S Trucking, Inc. from three bankruptcy court
orders related to a claim filed against it by Mercedes Benz
Financial Services USA, doing business as Daimler Truck Financial.

O&S Trucking leased trucks from Daimler.  Daimler filed an amended
proof of claim in the amount of $2,743,171.94. The debtor objected
to the claim.

On May 13, 2014, the court entered an order sustaining the debtor's
objection, in part, and determining the status of the secured
claim. The court found that as of May 5, 2014, all but 23 of the
vehicles had been surrendered to Daimler. At that time, the debtor
had made adequate protection payments in the amount of
$1,577,488.01. The court credited those adequate protection
payments toward the total amount of the debt owed, before any
determination was made as to how much of that debt was secured.
Ultimately, the court found that Daimler had an allowed secured
claim in the amount of $1,425,309.40 and an unsecured claim in the
amount of $819,183.48, less any proceeds received by Daimler from
the sale of vehicles previously surrendered by the debtor.

The court also determined that 25% of the debtor's operating fleet
was comprised of Daimler's collateral. Therefore, Daimler was
entitled to a security interest in 25% of the total amount of funds
in the debtor's accounts, a sum of $51,909.40.

On May 27, 2014, the debtor made a motion for reconsideration of
the court's May 13 order. The debtor argued that the court's
valuation of the trucks, which was lower than the parties' agreed
valuation, was in error. As a result of the lower valuation, the
debtor claimed it had paid an extra $25,980 in adequate protection
payments because the payments were calculated using a percentage of
the values of the trucks. If the values had been lower, as the
court had determined they were, then the monthly payments would
have necessarily been smaller. According to the debtor, the
adequate protection payments were made to compensate the debtor for
the eroding value of the trucks, therefore, the payments made in
excess of the erosion value should be credited against the secured
portion of Daimler's claim.

On June 6, 2014, the court entered an order denying the debtor's
motion for reconsideration.

On June 19, 2014, the debtor filed a notice of appeal of the May 13
and June 6 orders. Both orders were interlocutory and the debtor
did not request, nor did it meet the requirements, for a grant of
leave to appeal.  The Eighth Circuit BAP dismissed the appeal for
lack of jurisdiction on September 15, 2014.

Meanwhile, on June 20, 2014, the debtor proposed a third amended
plan of reorganization. It provided treatment of Daimler's claim as
follows:

Subject to adjustments, the Class 3 Claimant shall be paid the
total sum of values listed below on all equipment retained by
Debtor as of the Effective Date with interest at the rate of 4.25%
per annum over a term in accordance with the following schedule of
equipment:

"Type Year Value Term Freightliner Cascadia 2010 $62,100 36 months
Freightliner Century 2007 $34,775 12 months Freightliner Columbia
2007 $34,525 12 months

together with an additional amount of $51,909.40. The components of
the Class 3 Secured Claim consisting of the foregoing equipment
values and additional cash amounts are based on the rulings by the
Bankruptcy Court as set forth in the Order Sustaining, in Part,
Debtor's Objection to Claim of Mercedes Benz Financial Services
USA, LLC d/b/a Daimler Truck Financial and Determining Secured
Status of Daimler's Claim (the "Daimler Decision")."

The total amount of the Class 3 Secured Claim is subject to
adjustment based on the following:

a) The final outcome of the pending appeal of the Daimler Decision
by Debtor and any subsequent appeal; and
b) Reduction of the Class 3 Secured Claim based on adequate
protection payments to Daimler after issuance of the Daimler
Decision.

The plan was confirmed on October 2, 2014. On October 15, 2014, the
debtor filed a notice of appeal. The notice indicates that the
debtor was appealing from three orders:

     1) Order Sustaining in part, Debtor's objection to Claim of
Mercedes Benz Financial Services USA, LLC d/b/a Daimler Truck
Financial and Determining Secured Status pf Daimler's Claim, dated
May 13, 2014;

     2) Order Denying Debtor's Motion for Reconsideration of the
Order Sustaining in part, Debtor's objection to Claim of Mercedes
Benz Financial Services USA, LLC d/b/a Daimler Truck Financial and
Determining Secured Status pf Daimler's Claim, dated June 6, 2014;
and

     3) Order Confirming Final Approval of Third Amended Disclosure
Statement and Confirming Third Amended Plan of Reorganization (As
Modified), dated October 2, 2014.

In an order dated April 7, 2015 penned by Bankruptcy Judge Robert
J. Kressel and available at http://is.gd/49wK35from Leagle.com:

     -- the court found that the debtor is not an aggrieved party
and does not have standing to appeal the order confirming its plan;
and

     -- as to the debtor's argument alleging that the bankruptcy
court's erroneous valuation of the trucks resulted in overpayment
of adequate protection payments, the court found the alleged
valuations are moot, if not irrelevant, because the debtor now
possesses no trucks.

The appellate case is captioned, O&S Trucking, Inc.
Debtor-Appellant v. Mercedes Benz Financial Services USA, doing
business as Daimler Truck Financial Claimant-Appellee, NO. 14-6036
(8th Cir. BAP).

O&S Trucking, which provides brokerage and intermodal services
located in Springfield, Missouri, filed for Chapter 11 bankruptcy
protection on May 30, 2012 (Bankr. W.D. Mo., Case No. 12-61003).
The case was assigned to Judge Arthur B. Federman.  The Debtor's
counsel was Jonathan A. Margolies, Esq., at MCDOWELL RICE SMITH &
BUCHANAN, PC, in Kansas City, Missouri.


OPTIM ENERGY: Disclosure Statement Hearing Adjourned to May 13
--------------------------------------------------------------
The hearing to consider the adequacy of the disclosure statement
explaining Optim Energy, LLC, et al.'s joint plan of reorganization
has been adjourned to and will continue on May 13, 2015, at 10:00
a.m. ET.

Lyondell Chemical Company and Walnut Creek Mining Company, an
indirect wholly owned subsidiary of Blackstone Energy Partners
L.P., objected to the Disclosure Statement, complaining that the
outline does not contain adequate information.  Walnut Creek
complains that not only does the Disclosure Statement fail in
providing adequate information, none of the eight subplans are
confirmable under Section 1129 of the Bankruptcy Code.  Lyondell
complained that the Disclosure Statement fails to provide adequate
information regarding the Debtors' proposed assumption, assumption
and assignment, or, alternatively, rejection, of the Debtors'
executory contracts and unexpired lease of non-residential real
property with Lyondell, which are inextricably integrated
agreements.  Moreover, Lyondell complains that the Disclosure
Statement describes a plan of reorganization that fails to provide
for a cure of Optima Altura's breach of the Steam and Electric
Power Sales Agreement incident to assumption of that agreement.

The Debtors, in response to the Disclosure Statement objections,
assert that the objections should not prevent them from proceeding
with solicitation of their Plan.  With respect to Walnut Creek's
objection, the Debtors argue that Walnut Creek's parent,
Blackstone, has claims against only two of the liquidating debtors
and thus it has no standing to object to the other six of the
Debtors' subplans.  The Debtors maintain that the Disclosure
Statement should be approved.

The Debtors filed an amended Disclosure Statement dated April 21,
2015, a blacklined version of which is available at
http://bankrupt.com/misc/OPTIMds0421.pdfto address the objections
raised by the objecting parties.  A chart illustrating the Debtors'
responses to objections to the Disclosure Statement is available at
http://bankrupt.com/misc/OPTIMdsrespchart.pdf

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is
coal-fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6.95 million in assets and $717
million in liabilities.  Optim Energy Cedar Bayou 4, LLC,
disclosed $184 million in assets and $718 million in liabilities
as
of the Chapter 11 filing.  The Debtors have $713 million of
outstanding principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


OPTIMUMBANK HOLDINGS: Gets Non-Compliance Notice From NASDAQ Anew
-----------------------------------------------------------------
Optimumbank Holdings, Inc. received on April 15, 2015, a letter
from NASDAQ Stock Market indicating that the Company no longer
complies with Rule 4350(d)(2)(A).

Sam Borek, a member of the Company's Board of Directors and Audit
Committee, passed away on Dec. 12, 2014.  Mr. Borek's death reduced
the number of members of the audit committee to two and thus caused
the Company to become non-compliant with Rule 4350(d)(2)(A) of the
Nasdaq Stock Market, which requires that every Nasdaq-listed
company have an audit committee of at least three members.

NASDAQ provided the Company with a cure period in order to regain
compliance as follows:

   * until the earlier of the Company's next annual shareholders'
     meeting or Dec. 12, 2015; or

   * if the next annual shareholders' meeting is held before
     June 9, 2015, then the Company must evidence compliance no
     later than June 9, 2015.

The Company intends to add at least one additional independent
member to the Audit Committee by the date required by Nasdaq
Listing Rule 5605.

The Company is currently not in compliance with Listing Rule
5550(a)(2) because the closing bid price per share of its common
stock has been below $1.00 per share.

                     About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank reported net earnings of $1.6 million on $5.39 million
of total interest income for the year ended Dec. 31, 2014, compared
to a net loss of $7.07 million on $5.28 million of total interest
income for the year ended Dec. 31, 2013.

As of Dec. 31, 2014, the Company had $125 million in total assets,
$122 million in total liabilities, and $2.97 million in total
stockholders' equity.

Hacker, Johnson & Smith PA, in Fort Lauderdale, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2014.  The independent
auditors noted that the Company is in technical default with
respect to its Junior Subordinated Debenture.  The holders of the
Debt Securities could demand immediate payment of the outstanding
debt of $5,155,000 and accrued and unpaid interest, which raises
substantial doubt about the Company's ability to continue as a
going concern.

                         Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
consent order by the Federal Deposit Insurance Corporation and the
Florida Office of Financial Regulation, also effective as of
April 16, 2010.


PILOT TRAVEL: S&P Raises CCR to 'BB+' on Improving Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Knoxville, Tenn.-based Pilot Travel Centers LLC to 'BB+'
from 'BB'.  The outlook is stable.

At the same time, S&P raised its issue-level rating Pilot's $4.45
billion senior secured debt to 'BB+' from 'BB'.  The recovery
rating on the debt remains '3', indicating S&P's expectation for
meaningful recovery (50% to 70%) of principal in the event of a
payment default.  S&P's recovery expectations are in the lower half
of the 50% to 70% range.

"The upgrade reflects the company's financial performance, which
has exceeded our expectations, as a result of the improving U.S.
economy and low gas prices.  Although we believe growth could
moderate this year, we continue to view the company favorably when
compared with peers," said credit analyst Samantha Stone.  "The
business risk profile will sustain a position at the higher end of
the "fair" category over the intermediate term given its solid
competitive position.  We believe the company's competitive
position and prospective credit metrics support the 'BB+' rating."

The stable outlook reflects S&P's expectation that Pilot will
generate consistent profitability, continue to grow organically and
through small-size acquisitions, while paying dividends, but
maintain adjusted leverage in the 3x area over the next two years.

S&P could lower the ratings credit protection measures weaken as a
result of a more aggressive financial policy, such as
higher-than-expected discretionary dividends, and a sharp decline
in fuel margins and the inability to pass on cost increases.  S&P
would likely reassess financial risk to "aggressive" or view the
company as in line with peers, if leverage rises to the mid-3x area
and FFO to debt approaches 20%.

An upgrade into the investment-grade category is unlikely over the
intermediate term.  To consider an upgrade, the company would need
to significantly increase scale in the earnings base and further
diversify to offset fuel volatility and increase EBITDA margins, in
line with investment-grade retailers.  In addition, an upgrade
would be predicated on management's establishment of financial
policies more consistent with an investment-grade corporate credit
rating.



PLASTIC2OIL INC: Amends 2014 Form 10-K
--------------------------------------
Plastic2Oil, Inc., filed with the Securities and Exchange
Commission an amended annual report for the year ended Dec. 31,
2014, for these purposes:

   * to provide the information required by Items 10, 11, 12, 13
     and 14 of Part III of Form 10-K because a definitive proxy
     statement containing such information will not be filed by
     the Company within 120 days after the end of the fiscal year
     covered by the Original 10-K;
       
   * to provide the certifications required by Item 15 of Part IV
     of Form 10-K in connection with this Amended Report; and
       
   * to update the Table of Contents to reflect the above changes.

A full-text copy of the Amended Report is avaiable for free at:

                        http://is.gd/7hOoUL

                         About Plastic2Oil

Plastic2Oil, Inc., formerly JBI Inc., is a North American fuel
company that transforms unsorted, unwashed waste plastic into
ultra-clean, ultra-low sulphur fuel without the need for
refinement.  The Company's Plastic2Oil (P2O) is a process designed
to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling
challenges.  It is also focused on the creation of green
employment opportunities and a reduction in the cost of plastic
recycling programs for municipalities and business.  The Company's
fuel products include No. 6 Fuel, No. 2 Fuel (diesel, petroleum
distillate), Naphtha, Petcoke (carbon black) and Off-Gases. No. 6
Fuel is heavy fuel used in industrial boilers and ships. No. 2
Fuel is a mid-range fuel known as furnace oil or diesel.  Naphtha
is a light fuel that is used as a cut feedstock for ethanol or as
white gasoline in high and regular grade road certified fuels.

Plastic2Oil reported a net loss attributable to common shareholders
of $8.51 million on $59,000 of sales for the year ended Dec. 31,
2014, compared to a net loss attributable to common shareholders of
$16.8 million on $693,000 of sales for the year ended Dec. 31,
2013.

As of Dec. 31, 2014, the Company had $6.98 million in total assets,
$8.36 million in total liabilities and a $1.37 million total
stockholders' deficit.

MNP LLP, in Toronto, Canada, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2014, citing that the Company has experienced negative cash
flows from operations since inception and has accumulated a
significant deficit which raises substantial doubt about its
ability to continue as a going concern.


POSTMEDIA NETWORK: Moody's Rates C$140MM First Lien Notes ''Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Postmedia
Network Inc.'s C$140 million of first lien notes. Postmedia's B3
corporate family rating, B3-PD probability of default rating, Ba3
first lien notes rating, Caa1 second-lien notes rating, SGL-3
speculative grade liquidity rating, and stable ratings outlook
remain unchanged.

Postmedia's C$140 million first lien notes were converted from
C$140 million of subscription receipts an existing note holder
purchased when the company announced the acquisition of the Sun
Media assets in October 2014. The acquisition closed on April 13,
2015.

Rating Assigned:

  -- C$140M First Lien Notes due 2017, Ba3 (LGD2)

Postmedia's B3 CFR primarily reflects continuing high single-digit
revenue decline and slow progress in the transition to digital,
mitigated by ongoing cost reductions, positive free cash flow
generation which is being used to reduce debt and Moody's
expectation that leverage will be maintained around 4x through the
next 12 to 18 months (pro forma adjusted Debt/EBITDA is 3.8x).
Although Postmedia has been transitioning to digital, the rating
considers that digital's low entry barriers and non-existent
geographic boundaries will limit its potential to compensate for
the decline in print revenue.

Postmedia has adequate liquidity (SGL-3). Postmedia's pro forma
cash is around C$40 million and the company is expected to generate
annual free cash flow around C$65 million. Moody's has not
considered the impact of the company's C$20 million asset-backed
revolver in the SGL rating as the facility matures in less than a
year (July 2015). Postmedia has limited alternative liquidity
generating potential as individual asset sale proceeds above C$10
million must be used to repay debt rather than to enhance
liquidity.

The outlook is stable and reflects Moody's expectation that the
combined company's enhanced cash flow generating capacity will
enable it to pay down debt and maintain leverage at a level which
is supportive of the B3 rating through the next 12 to 18 months.

A ratings upgrade will be considered if the company reverses the
decline in revenue and EBITDA and sustains adjusted Debt/ EBITDA
below 3.5x and EBITDA - Capex/ Interest above 2x. Postmedia's
ratings will be downgraded if its liquidity deteriorates, likely
due to continued negative free cash flow generation or if
deterioration in revenue and earnings causes adjusted Debt/ EBITDA
to be sustained above 6x.

The principal methodology used in this rating was Global Publishing
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.

Postmedia Network Inc. is a publisher of one national newspaper,
nine metropolitan daily newspapers and five non-daily community
newspapers in Canada. Revenue for the last twelve months ended
November 30, 2014 was C$650 million. The company is headquartered
in Toronto, Ontario, Canada.  


POW! ENTERTAINMENT: Incurs $94.7K Net Loss for in 2014
------------------------------------------------------
POW! Entertainment, Inc., reported a net loss of $94,700 on $2.39
million of revenues for the year ended Dec. 31, 2014, compared with
a net loss of $393,000 on $2.38 million of revenues in the prior
year.

Rose, Snyder & Jacobs LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred recurring net losses and has been reliant on
the annual cash flows from its contract with Silver Creek Pictures,
which expired in December 2014.

The Company's balance sheet at Dec. 31, 2014, showed $1 million in
total assets, $4.56 million in total liabilities, $1.23 million in
long term deferred compensation, and a stockholders' deficit of
$4.79 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/ryotyQ
                          
POW! Entertainment, Inc., a multimedia production and licensing
company, creates and licenses animated and live-action fantasy and
superhero entertainment content and merchandise.  It develops
originally created franchises for new media, such as online digital
content and video games, as well as for traditional entertainment
media, such as feature length films in live action and animation,
DVD, live entertainment, television programming, merchandising, and
related ancillary markets.  The company was incorporated in 1998
and is based in Beverly Hills, California.


PRINCE MINERAL: S&P Lowers CCR to 'B-', Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York-based Prince Mineral Holding Corp. to 'B-' from
'B'.  The outlook is stable.  S&P also lowered the issue-level
rating on the company's 11.5% senior secured notes to 'B-' from
'B'.  The recovery rating on the debt remains '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of
payment default.

"Our stable rating outlook on Prince Mineral Holding Corp. reflects
our view that the company's operating performance will support
credit measures that are in line with our expectations for the
rating," said Standard & Poor's credit analyst Michael Maggi.
"Specifically, we expect debt to EBITDA to be in the range of 5.5x
to 6x at the end of 2015 depending on the level of acquisitions,
with FFO to debt between 5% and 7% and EBITDA interest coverage
between 1.25x and 1.75x."

S&P could lower the rating if the company's liquidity deteriorated
such that S&P viewed it to be "less than adequate" or if credit
measures were to weaken further over a sustained period.  This
could occur if there were a major change in industry dynamics,
revolving credit facility drawings increased meaningfully, or the
company pursued significant debt-financed acquisitions or dividends
such that EBITDA margins were pressured further, resulting in
EBITDA interest coverage in the range of 1x to 1.25x and debt to
EBITDA above 6x on a sustained basis.

A higher rating is less likely within the next 12 months, given
S&P's view of the company's vulnerable business risk profile and
its acquisitive growth strategy.  A positive rating action could
occur, however, if Prince continued to grow by successfully
integrating future acquisitions while maintaining or improving
margins and credit measures.



PRISO ACQUISITION: Moody's Assigns B2 Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service assigned a first-time B2 Corporate Family
Rating and B2-PD Probability of Default Rating to PriSo Acquisition
Corporation, the direct holding company of PrimeSource Building
Products, Inc. (collectively "PrimeSource"), a North American
wholesale distributor of building materials, following the
leveraged buyout of PrimeSource by Platinum Equity. In a related
rating action, Moody's assigned a B2 rating to the proposed $325
million senior secured term loan maturing 2022, and a Caa1 rating
to the proposed $230 million senior unsecured notes due 2023. The
rating outlook is stable.

Platinum Equity, through its affiliates, is acquiring PrimeSource
from ITOCHU Corp. for approximately $840 million, excluding
transaction fees. PrimeSource's new capital structure will consist
of a $300 million asset-based revolving credit facility expiring
2020 (unrated) of which $100 million will be used for the buyout, a
$325 million senior secured term loan, and $230 million of senior
unsecured notes. Platinum Equity's contribution is in the form of
common equity.

Moody's took the following rating actions on PriSo Acquisition
Corporation:

  -- Corporate Family Rating assigned B2;

  -- Probability of Default Rating assigned B2-PD;

  -- Senior Secured term Loan maturing 2022 assigned B2 (LGD4);

  -- Senior Unsecured Notes due 2023 assigned Caa1 (LGD5).

  -- Rating Outlook is Stable

PrimeSource's B2 Corporate Family Rating reflects the company's
leveraged capital structure following the buyout of the company by
affiliates of Platinum Equity from ITOCHU Corp. Balance sheet debt
will approximate $655 million at closing, resulting in adjusted
leverage of about 6.5x on a pro forma basis as of December 2014.
With the prospects of some operating improvements and reduced
borrowings under the company's revolving credit facility, Moody's
projects adjusted debt-to-EBITDA will approach 5.5x near year-end
2016. Our calculations include Moody's standard lease adjustments
and an add-back to account for the professional fees associated
with the leveraged buyout. PrimeSource's Canadian operations are
excluded from our analysis since management indicated that the
Canadian operation will be distributed out from the borrower into a
separate entity that is financed on its own, and not be part of the
PrimeSource borrower going forward. A significant risk is that debt
reduction from excess free cash flow does not materialize as this
would slow the improvement in credit metrics.

Offsetting PrimeSource's leveraged capital structure is Moody's
expectation for gradual improvement in the EBITDA margin,
approaching high single-digit levels, due to increased volumes and
better pricing. Despite the large amount of pro forma balance sheet
debt and related interest expense, Moody's expects interest
coverage, measured as (EBITDA-CapEx)- to-interest expense, could
exceed 2.0x over the next 12 to 18 months. PrimeSource is
benefiting from the currently low interest rate environment for its
debt. With better working capital management and low capital
expenditure needs, Moody's estimates free cash flow--to-debt
nearing 5.5% near the end of 2016. PrimeSource is also benefiting
from strong repair and remodeling activity and solid new housing
construction, the main drivers of the company's revenues.

PrimeSource's extensive product sourcing capabilities, physical
distribution network and long-standing customer relationships are
the key factors supporting its market position since the company is
not a product manufacturer. Revenue is exposed to highly cyclical
end markets, which can weaken cash flow and debt-service
capabilities in economic downturns. PrimeSource also has high
customer concentration among its top two customers which includes
large retailers that have alternative sourcing capabilities.
Moody's believes this customer concentration weakens PrimeSource's
negotiating leverage for sourcing, pricing, shelf space and
marketing support; thus a potential shift in customer purchasing
can negatively impact the company's revenue and cash flow. This
risk may not be offset by long-tenured relationships. The company
is also exposed to event risks such as leveraging shareholder
distributions and acquisitions under private equity ownership.

PrimeSource's good liquidity profile provides financial flexibility
to meet potentially higher seasonal demand and to satisfy its debt
service requirements over the next 12-15 months. PrimeSource's
liquidity is supported by its ability to generate free cash flow
throughout the year, ample revolver availability, the absence of
any debt maturities beyond modest 1% required annual term loan
amortization until the revolver matures in 2020, the absence of
financial maintenance covenants on the term loan, and Moody's view
that availability will not decline below the 10% level that would
trigger the springing minimum fixed charge ratio in the revolver.

The stable rating outlook reflects Moody's view that PrimeSource's
operating performance will continue to improve and that free cash
flow will be used for debt reduction, resulting in a reduction in
debt-to-EBITDA leverage to a mid 5.5x range by year-end 2016.

The B2 rating assigned to the senior secured term loan due 2022 is
the same as the Corporate Family Rating, as it represents the
preponderance of debt in the proposed capital structure. The term
loan will be secured by a first lien on all of PrimeSource's assets
not pledged to secure the asset-based revolving credit facility. It
will also have a second lien on the assets securing the revolver on
a first lien basis, consisting of cash, accounts receivable and
inventory. The term loan will be guaranteed by PrimeSource's
domestic subsidiaries including PrimeSource Building Products, Inc.
The term loan also benefits from $230 million of junior unsecured
capital, which would absorb the first losses in a recovery
scenario.

The Caa1 rating assigned to the senior unsecured notes due 2023 is
two notches below the Corporate Family Rating, reflecting its
position as the junior-most debt in the capital structure and the
effective subordination to $625 million of senior secured committed
credit facilities. The notes will be guaranteed also by
PrimeSource's domestic subsidiaries including PrimeSource Building
Products, Inc.

Moody's does not expect to upgrade PrimeSource's ratings over the
intermediate term, primarily due to the company's elevated debt
leverage. However, if the company continues to benefit from
operating efficiencies and growth in its end markets, resulting in
Debt-to-EBITDA sustained near 4.0x and (EBITDA-CapEx)-to-interest
approaches 2.5x (all ratios include Moody's standard adjustments),
then an upgrade could ensue. A better liquidity profile, and
permanent debt reduction may support upward rating pressures as
well.

A downgrade could occur if PrimeSource's operating performance
falls below Moody's expectations such that debt-to-EBITDA is
sustained above 6.0 times or (EBITDA-CapEx)-to-interest remains
below 1.5 times (all ratios include Moody's standard adjustments).
Excessive usage of the revolving credit facility for bolt-on
acquisitions, large debt-financed acquisitions, or shareholder
distributions, or a deterioration in the company's liquidity could
pressure the ratings as well.

PrimeSource Building Products, Inc., headquartered in Irving, TX,
is a North American distributor of building materials. PrimeSource
sells its products to building materials retailers and other
distributors that support repair and remodeling activity and new
housing construction. Following the completion of the acquisition,
Platinum Equity, through its affiliates, will be the owner of
PrimeSource. Revenues for the 12 months through March 28, 2015 are
expected to total about $1.25 billion.

The principal methodology used in these ratings was Global
Distribution & Supply Chain Services published in November 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.


PROJECT PORSCHE: S&P Lowers CCR to 'CC' on Recapitalization Plan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Bloomington, Minn.-based Project Porsche Holdings
Corp. to 'CC' from 'CCC+'.  The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on Project
Porsche's wholly-owned subsidiary Edmentum Inc.'s $250 million
senior secured first-lien credit facility, which consists of a $225
million first-lien term loan due May 2018 and a $25 million
revolving credit facility due May 2017, to 'CCC-' from 'B-'.  The
recovery rating remains '2', indicating S&P's expectation for
substantial (70% to 90%; higher half of the range) recovery in the
event of payment default.  S&P also lowered its issue-level rating
on Edmentum's $140 million second-lien term loan due May 2019 to
'C' from 'CCC-'.  The recovery rating remains '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default.

"The ratings actions follow Project Porsche's announcement that it
has reached a recapitalization agreement with its lenders and
financial sponsor," said Standard & Poor's credit analyst Tuan
Duong.

The rating downgrade reflects S&P's view that the debt exchange
offer Project Porsche will undertake is distressed and not
opportunistic, and that the proposed offer implies second-lien
lenders will receive less value than the promised original amount
of the $140 million second-lien loan," he added.

The negative rating outlook reflects S&P's expectation that it will
lower the corporate credit rating on the company to 'SD' when the
distressed exchange offer, which S&P views as a default on some of
its debt obligations, is consummated.



PROLOGIS INC: Fitch Affirms 'BB+' Rating on $78.2MM Preferred Stock
-------------------------------------------------------------------
  -- $78.2 million preferred stock at 'BB+'.

Fitch Ratings has affirmed at 'BBB' the ratings for Prologis, Inc.
(NYSE: PLD) and certain rated subsidiaries (collectively, Prologis
or the company) following the announcement that the company's 55-45
consolidated joint venture with Norges Bank Investment Management
(NBIM), Prologis U.S.  Logistics Venture, has agreed to acquire the
real estate assets and operating platform of KTR Capital Partners
(KTR) and its affiliates for a total purchase price of $5.9 billion
including the assumption of debt.

The Rating Outlook is Positive.

KEY RATING DRIVERS

The Positive Outlook reflects Fitch's expectation that the
company's pro rata leverage will remain around 7.0x, initially pro
forma for the KTR transaction.  Fitch also expects leverage to
trend in the 6.0x - 6.5x range over the next 12-to-24 months, which
would be consistent with a 'BBB+' rating.  Favorable credit
elements of the KTR transaction include the acquisition of a high
quality portfolio largely located near major ports in Southern
California, New York-New Jersey, Chicago, San Francisco and Dallas
(markets in which Prologis already has a significant presence) and
a strong tenant roster with exposure to e-commerce tenants, a
growing segment in the industrial real estate market.

Prologis has indicated that it intends to fund the KTR transaction
on a leverage-neutral basis; however, there are uncertainties
surrounding the levels of proceeds from asset sales, equity, and
corporate level debt that will ultimately be used to fund the
transaction.  Under the agency's base case, Fitch expects that $630
million of term loan borrowings, the issuance of $230 million of
operating partnership units, the assumption of $385 million of pro
rata mortgage debt, $500 million of asset sales and hedge
settlement proceeds, and $1.5 billion of equity proceeds will
comprise the consideration for Prologis' $3.2 billion share of the
KTR transaction.  A deviation from funding the transaction on a
leverage neutral basis would slow the trajectory of the company's
de-leveraging and could place pressure on the Positive Outlook.  In
addition, it is likely that Prologis' development pipeline on a pro
rata basis will continue in the coming years since the KTR
development portfolio includes 3.6 million square feet of
properties under development and land holdings.  PLD's pro rata
cost to complete development compared to total asset value remains
low when compared with the company's levels during the previous
upcycle.

High Leverage Expected to Decline

The company's 6.9x pro rata debt-to-EBITDA ratio as of March 31,
2015 was appropriate for the 'BBB' rating.  Fitch projects that pro
rata leverage will be 6.9x initially pro forma for KTR, and trend
in the 6.0x - 6.5x range over the next 12-to-24 months. Fitch's
leverage threshold of 6.5x for a 'BBB+' rating for Prologis
acknowledges the company's strong asset quality and lower portfolio
yields.  In a stress case whereby the company does not issue any
equity and thus the only equity component of the transaction is the
$230 million of operating partnership units, leverage would be
7.5x, which would be weak for the 'BBB' rating.

Adequate Liquidity; No Corporate Debt Maturities Until 2017

Fitch expects the company will continue to maintain sufficient
liquidity before considering proceeds from dispositions and
contributions.  While Fitch anticipates that the company will
continue to match-fund its development expenditures with
dispositions and contributions, maintaining sufficient liquidity
before the match-funding reduces the risks to unsecured bondholders
during periods of capital markets dislocation.

The company's liquidity coverage ratio is 1.4x for the period April
1, 2015 to Dec. 31, 2016 pro forma for the KTR transaction. Fitch
defines liquidity coverage as liquidity sources divided by uses.
Liquidity sources include unrestricted cash, availability under
revolving credit facilities pro forma, and projected retained cash
flows from operating activities.  Liquidity uses include pro rata
debt maturities after extension options at PLD's option, projected
recurring capital expenditures, and pro rata cost to complete
development.  Moreover, the company has no corporate maturities
until 2017.

Internally generated liquidity is moderate as the company's
adjusted funds from operations (AFFO) payout ratio was 88.8% in
1Q'15 compared to 88.7% in 2014 and 95.4% in 2013.  Based on the
current payout ratio, the company would retain approximately $95
million in annual cash flow.

Improving Fundamentals and Fixed-Charge Coverage

Positive net absorption continues to benefit Prologis' portfolio
while macro industrial indicators such as manufacturing levels,
housing starts and homebuilder confidence indicate that demand may
continue to outpace supply.  The company's average net effective
rent change on rollover was 9.7% in 1Q'15, up from 7.4% on average
during 2014 and 4.5% on average in 2013.  Occupancy was 95.9% as of
March 31, 2015 compared to 96.1% as of Dec. 31, 2014, up from 95.0%
as of Dec. 31, 2013 and cash same-store net operating income (NOI)
grew by 3.9% in 1Q'15, 4.5% on average in 2014 and 1.8% on average
in 2013.

Pro rata fixed-charge coverage (FCC) is 2.8x in 1Q'15 pro forma for
the KTR transaction, up from 2.7x in 1Q'15, 2.4x in 2014 and 1.8x
in 2013.  Fitch defines pro rata FCC as pro rata recurring
operating EBITDA less pro rata recurring capital expenditures less
straight-line rent adjustments divided by pro rata interest
incurred and preferred stock dividends.  Fitch projects that rental
rate growth in the high single digits (since in-place rents over
the next several years remain approximately 10% below market rents)
will result in 3% - 4% same store NOI (SSNOI) growth over the next
several years.  This should result in FCC sustaining in the 2.5x to
3.0x range, which is strong for a 'BBB' rating.  Under the Fitch
stress case, FCC would remain around 2.5x, which is also strong for
the rating.

Pro Rata Treatment

Fitch looks primarily at pro rata leverage (pro rata net
debt-to-pro rata recurring operating EBITDA) rather than
consolidated metrics given Fitch's expectation that PLD has and
would in the future support or recapitalize unconsolidated
entities, its agnostic view toward property management for
consolidated and unconsolidated assets, and its focus on pro rata
portfolio and debt metrics.

As a supplementary measure, Fitch calculates consolidated leverage
as consolidated net debt-to consolidated recurring operating EBITDA
plus Fitch's estimate of recurring cash distributions from
unconsolidated co-investment ventures, since these cash
distributions benefit unsecured bondholders.  However, this
supplementary measure may understate leverage given the inclusion
of cash distributions from joint ventures but exclusion of the
corresponding non-recourse debt.

Excellent Access to Capital

The company issued $7.1 billion and EUR2.5 billion in unsecured
bonds since 2009 (using the proceeds to refinance and repurchase
bonds and for general corporate purposes) and $3.7 billion of
follow-on common equity at a weighted average discount of 1.8% to
consensus estimated net asset value.  The company also has a $750
million at-the-market (ATM) equity offering program, and in
December received proceeds of $353.9 million through the issuance
of equity securities from the exercise of a warrant issued in
connection with the formation of Prologis European Logistics
Partners and through the ATM program.

Strategic capital is another important source of funding for PLD,
as evidenced by the KTR transaction being completed via a
partnership with NBIM.  The company rationalized and restructured
certain of its investment ventures to increase the permanency of
its capital (e.g., FIBRA Prologis and Nippon Prologis REIT) and
reduce the inter-dependence over the past several years, which
Fitch views favorably.

Global Platform; KTR Transaction Improves Portfolio Quality

Prologis had $52.6 billion of assets under management as of
March 31, 2015 and the global platform limits the risk of
over-exposure to any one region's fundamentals.

PLD derived 83.2% of its 1Q'15 NOI from Prologis-defined global
markets (59.3% in the Americas, 20.4% in Europe, and 3.5% in Asia),
and the remaining 16.8% of 1Q'15 NOI was derived from regional and
other markets.  The KTR transaction will increase the company's
exposure to major U.S. markets, including Southern California
(21.9% of pro forma U.S. NOI), New York-New Jersey (10.1%), Chicago
(9.8%), San Francisco Bay Area (7.0%) and Dallas (6.0%).

The KTR transaction will also increase the company's exposure to
e-commerce, a growing segment in the industrial real estate market,
as evidenced by the increase in annualized base rent from
Amazon.com to 2.4% pro forma, compared to 1.0% as of March 31,
2015.  Other top tenants pro forma include DHL (1.8%), Kuehne &
Nagel (1.3%), CEVA Logistics (1.3%), and Geodis (1.0%).

Adequate Unencumbered Asset Coverage

Prologis has adequate contingent liquidity with a stressed value of
unencumbered assets (1Q'15 unencumbered NOI divided by a stressed
8% capitalization rate) to net unsecured debt of 2.2x. When
applying a 50% haircut to the book value of land held and a 25%
haircut to construction in progress, unencumbered asset coverage
improves to 2.4x.

Increasing Speculative Development

PLD's strategy of developing industrial properties centers on value
creation and complements the company's core business of collecting
rent from owned assets.  After construction and stabilization, the
company either holds such assets on its balance sheet or
contributes them to managed co-investment ventures.  PLD endeavors
to match-fund development expenditures and acquisitions with cash
from dispositions or contributions of assets to the ventures.  If
the company does not anticipate disposition or contribution
volumes, PLD management has stated that the company would scale
back development starts and acquisitions accordingly, though the
sector has a mixed track record of forecasting market cycles.

Development is substantially smaller today than in the previous
upcycle with costs to complete equal to 4.0% of undepreciated
assets at March 31, 2015 (3.2% pro rata) compared with 14.1% at
year-end 2007.  However, speculative development increased over the
past several years to 83.5% as of March 31, 2015 from 72.2% at Dec.
31, 2014 and 58.2% as of Dec. 31, 2013, which illustrates elevated
lease-up risk.  However, the company estimates that approximately
75% of its future development is comprised of speculative projects.
The KTR development portfolio increases the likelihood that
development will continue in the coming years.

Preferred Stock Notching

The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'.  Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', these preferred securities are deeply subordinated and
have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

Exchangeable Senior Notes Ratings Withdrawal

Fitch has withdrawn the 'BBB' rating on Prologis, L.P.'s $460
million senior unsecured exchangeable notes.  On March 16, 2015,
the company announced the exchange of the exchangeable notes for a
total of 11.9 million shares of the company's common stock.  The
ratings on the senior unsecured exchangeable notes are no longer
relevant to the agency's coverage.

KEY ASSUMPTIONS

Fitch's key assumptions for Prologis in Fitch's base case include:

   -- The KTR transaction closes in 2Q'15 and is funded with the
      $630 million of term loan borrowings, the issuance of $230
      million of operating partnership units, the assumption of
      $385 million of mortgage debt, $500 million of asset sales
      and hedge settlement proceeds, and $1.5 billion of common
      equity;

   -- 3% to 4% annual same-store NOI through 2017;

   -- G&A growth to maintain historical margins relative to total
      revenues initially but potentially be reduced over the next
      several years due to geographical overlap of the KTR
      portfolio;

   -- $2.0 billion annual development starts through 2017;

   -- $875 million annual building acquisitions through 2017;

   -- $1.1 billion annual contributions to co-investment ventures
      through 2017;

   -- $1.8 billion annual third-party dispositions through 2017;

   -- Debt repayment with the issuance of new unsecured bonds;

   -- AFFO payout ratio in the low 90% range.

RATING SENSITIVITIES

These factors may result in an upgrade to 'BBB+':

   -- Fitch's expectation of pro rata leverage sustaining below
      6.5x is Fitch's primary rating sensitivity (pro rata
      leverage was 6.9x as of March 31, 2015 and is also 6.9x pro
      forma under Fitch's base case);

   -- Fitch's expectation of consolidated leverage sustaining
      below 6.0x (consolidated leverage was 6.2x as of March 31,
      2015 and is 5.9x pro forma under Fitch's base case.  Fitch
      defines consolidated leverage as net debt to recurring
      operating EBITDA including recurring cash distributions from

      unconsolidated entities to Prologis);

   -- Fitch's expectation of liquidity coverage sustaining above
      1.25x (this ratio is 1.4x pro forma);

   -- Fitch's expectation of pro rata FCC sustaining above 2x
      (this ratio was 2.5x for the TTM ended March 31, 2015 and is

      2.8x pro forma under Fitch's base case).

These factors may result in negative action on the ratings and/or
Rating Outlook:

   -- Fitch's expectation of pro rata leverage sustaining above
      7.5x, which could be the result of the company not funding
      the KTR transaction on a leverage neutral basis and/or a
      deterioration in operating fundamentals;

   -- Fitch's expectation of consolidated leverage sustaining
      above 7.0x;

   -- Fitch's expectation of liquidity coverage sustaining below
      1.0x;

   -- Fitch's expectation of FCC sustaining below 1.5x.

Fitch has affirmed these ratings:

Prologis, Inc.

   -- Issuer Default Rating (IDR) at 'BBB';
   -- $78.2 million preferred stock at 'BB+'.

Prologis, L.P.

   -- IDR at 'BBB';
   -- $2.5 billion global senior credit facility at 'BBB';
   -- $5.7 billion senior unsecured notes at 'BBB';
   -- EUR500 million multi-currency senior unsecured term loan at
      'BBB';

Prologis Tokyo Finance Investment Limited Partnership

   -- Senior unsecured guaranteed notes at 'BBB';
   -- JPY45 billion senior unsecured revolving credit facility at
      'BBB';
   -- JPY40.9 billion senior unsecured term loan at 'BBB'.

The Rating Outlook is Positive.



PRONERVE HOLDINGS: Creditors' Panel Hires Blank Rome as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of ProNerve Holdings
LLC, et al., seeks authorization from the U.S. Bankruptcy Court for
the District of Delaware to retain Blank Rome LLP as counsel to the
Committee, nunc pro tunc to March 9, 2015.

The Committee seeks the employment of Blank Rome to represent it
and perform services for the Committee in connection with carrying
out its fiduciary duties and responsibilities under the Bankruptcy
Code consistent with section 1103(c) and other provisions of the
Bankruptcy Code.

Blank Rome will be paid at these hourly rates:

       Michael B. Schaedle          $665
       Stanley B. Tarr              $525
       Josef W. Mintz               $400
       Partners and Counsel         $335-$1,020
       Associates                   $195-$590
       Paralegals                   $115-$405

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

Michael B. Schaedle, partner of Blank Rome, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on April 30, 2015, at 11:30 a.m.  Objections were due
April 23, 2015.

Blank Rome can be reached at:

       Michael B. Schaedle, Esq.
       BLANK ROME LLP
       One Logan Square
       130 North 18th Street
       Philadelphia, PA 19103-6998
       Tel: +1 (215) 569-5762
       Fax: +1 (215) 832-5762
       E-mail: schaedle@blankrome.com

                      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.


PRONERVE HOLDINGS: Creditors' Panel Hires Carl Marks as Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of ProNerve Holdings
LLC, et al., seeks authorization from the U.S. Bankruptcy Court for
the District of Delaware to retain Carl Marks Advisory Group LLC as
financial advisors to the Committee, nunc pro tunc to March 20,
2015.

The Committee requires Carl Marks to:

   (a) identify strategic and financial buyers that should be
       contacted in conjunction with the Debtors asset sale;

   (b) diligence the mix of government receivables of the Debtors;

   (c) assist as required in Committee diligence as to the
       financial condition of the Debtors;

   (d) provide assistance with the review of the General Electric
       Capital Corporation credit line as appropriate;

   (e) attend and advise at meetings with the Committee, its
       counsel, other financial advisors and representatives of
       the Debtors;

   (f) monitor the ongoing sale process of the Debtors, keeping
       the Committee informed and represent the Committee's
       interest with the intention to maximize recovery for the
       unsecured creditors; and

   (g) perform other tasks and duties related to this engagement
       as are directed by the Committee and reasonably acceptable
       to Carl Marks.

Carl Marks will seek compensation in the form of a monthly fee (a
"Monthly Advisory Fee") at the rate of $55,000 for the first
monthly period and $30,000 for each subsequent monthly period
thereafter in which financial advisory services are provided.  

Carl Marks will also be due due a success fee, in the amount of
$125,000 (the "Success Fee"), which shall be earned in full and due
in the event that any party identified by Carl Marks, who was not
previously identified by the Debtors, submits a qualifying overbid
in conformity with the court approved bid procedures in conjunction
with the sale of the assets of the Debtors pursuant to section 363
of the Bankruptcy Code.

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

Christopher K. Wu, partner of Carl Marks, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on April 30, 2015, at 11:30 a.m.  Objections were due
April 23, 2015.

Carl Marks can be reached at:

       Christopher K. Wu
       CARL MARKS ADVISORY GROUP LLC
       900 Third Avenue, 33rd Floor
       New York, NY 10022-4775
       Tel: 212-909-8400
       E-mail: cwu@carlmarks.com

                       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.


PRONERVE HOLDINGS: Panel Blocks Sale of Assets to SpecialtyCare
---------------------------------------------------------------
The Official Committee of Unsecured Creditors filed on April 10,
2015, an objection to ProNerve Holdings, LLC, et al.'s motion
asking the U.S. Bankruptcy Court for the District of Delaware to
approve the sale of all or substantially all of the Debtors' assets
to SpecialtyCare IOM Services, LLC, free and clear of all liens,
claims, and interests, and the stalking horse agreement.

The Committee claims that because the Debtors and SpecialtyCare
have orchestrated a sale process based upon an unsupported exigency
for the sale's closing, and implementing procedures designed to
favor SpecialtyCare and to preclude any truly competitive bidding
for the Debtors' assets, no evidentiary basis exists to determine
whether the SpecialtyCare credit bid represents fair value for the
assets or whether it is in the best interests of the Debtors'
estates and their creditors.  A copy of the Committee's objection
is available for free at:

                       http://is.gd/xF9FOo

The Court conducted a sale hearing on April 10, 2015, and
objections were either overruled or were withdrawn as a result of
an agreement between the objectors and the Debtors.  SpecialtyCare
has agreed that the Debtors' estates may retain cash in the amount
of $1.690 million and that it will to reimburse the Debtors'
professionals for reasonable fees and expenses incurred prior to
the closing date in connection with the litigation commenced by the
Debtors against Medsurant, LLC, and Jordan Klearand allowed by
court order in an amount not to exceed $75,000.  A copy of the
April 10, 2015 findings of fact and conclusions of law and order
authorizing the sale is available for free at http://is.gd/kNFPGH

The Committee said in an objection filed on March 10, 2015, that
the Bidding Procedures are fundamentally unfair to creditors,
walling off prospective bidders from participating in the process,
and tilting the playing field inappropriately to favor the proposed
stalking horse bid proposed by SpecialtyCare.  According to the
Committee, the Bidding Procedures would chill bidding by limiting
bidders' access to data, limiting the sale process both as to
diligence and bid proposal to one week's time, while conducting
that process in the shadow of an uninvestigated $43 million credit
bid.  

Ronald M. Winters, ProNerve Holdings' vice chief restructuring
officer, said in a court filing dated March 11, 2015, that the
lifeblood of the Debtors' business are the technologists and the
various healthcare providers to which the Debtors provide IOM
services.  Mr. Winters said that the longer it takes for a
strategic buyer to acquire the Debtors' assets, the less time the
buyer will have to establish strong business relationships with
ProNerve customers before they make a decision whether to renew
their contracts or not.  

On April 11, 2015, the Court approved the sale procedures and
allowed the Debtors to enter into a stalking horse agreement with
SpecialtyCare.  An auction was scheduled for April 8, 2015, which
was also the deadline for objections to the sale order.  The
deadline for bids from interested parties was April 6, 2015.  The
hearing for the approval of the sale was set for April 10, 2015.

On April 8, 2015, PhysIOM Group, LLC, objected to the sale motion
to the extent that it seeks authority for the Debtors to sell,
transfer, or otherwise convey the receivables billed to Federal
Health Care Programs as part of the contemplated sale.  Pursuant to
an asset purchase agreement dated Oct. 24, 2012, PhysIOM agreed to
sell to ProNerve, LLC, substantially all of its assets, excluding
the Receivables.

The Debtors said in a court filing dated April 9, 2015, that the
Debtors' exit strategy, which has been discussed at length with the
Committee, contemplates a liquidating plan, which will be funded by
excess funds remaining out of the $1.69 million in cash that the
stalking horse bidder has agreed to leave behind, in addition to
Chapter 5 avoidance actions.  These terms, according to the
Debtors, are in the stalking horse agreement.  The Debtors said
that its estimate that the general unsecured claims pool will be
approximately $1 million (not $5.3 million, as the Committee
alleges), after taking into account intercreditor claims, waived
claims, and claims associated with contracts that have been or will
be assumed and cured.  

As for the PhysIOM objection, the Debtors said that to the extent
that the stalking horse bidder purchases and collects any
identifiable government receivables that are property of PhysIOM,
or is found to have purchased cash that belongs to PhysIOM, it will
turn over those funds to PhysIOM.

A copy of the Debtors' omnibus reply in support of the Debtors'
sale motion is available for free at http://is.gd/ZbZ7Pz

George D. Pillari, Chief Restructuring Officer of ProNerve
Holdings, said in a declaration dated April 9, 2015, that in
addition to permitting the Debtors to retain $1.69 million after
the closing date, a portion of which will be used for wind-down
costs, the buyer is not acquiring Chapter 5 avoidance action from
the Debtors.  The avoidance actions, as well as any amounts
remaining after paying wind-down costs and professional fees from
the $1.69 million, will be used to satisfy general unsecured
claims.  The buyer has agreed to subordinate any unsecured claims
it has against the Debtors for the sole purpose of funding a
distribution of excess cash from the $1.69 million.  

PhysIOM is represented by:

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

              and

      Burr & Forman LLP
      Bryan T. Glover, Esq.
      171 Seventeenth Street NW
      Suite 1100
      Atlanta, GA 30363
      Tel: (404) 815-3000
      Fax: (404) 817-3244
      E-mail: bglover@burr.com

The Committee is represented by its proposed counsel:

      Blank Rome LLP
      Stanley Tarr, Esq.
      Josef W. Mintz, Esq.
      1201 N. Market Street, Suite 800
      Wilmington, DE 19801
      Tel: (302) 425-6400
      Fax: (302) 425-6464

              and

      Thomas E. Biron, Esq. (admission pending)
      Michael B. Schaedle, Esq.
      One Logan Square
      130 North 18th Street
      Philadelphia, PA 19103
      Tel: (215) 569-5500
      Fax: (215) 569-5555

                      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.


PUTNAM ENERGY: Hires Heller Draper as Chapter 11 Counsel
--------------------------------------------------------
Putnam Energy, L.L.C., seeks authorization from the Hon. Carol A.
Doyle of the U.S. Bankruptcy Court for the Northern District of
Illinois to employ Heller, Draper, Patrick, Horn & Dabney, L.L.C.
as Chapter 11 counsel, as of the March 11, 2015 petition date.

The Debtor requires Heller Draper to:

   (a) provide legal advice with respect to its powers and duties
       as debtor in possession in the continued management and
       operation of its business and property;

   (b) attend meetings with representatives of its creditors and
       other parties in interest;

   (c) take all necessary action to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on its behalf, the defense of any action commenced against
       the Debtor, negotiations concerning litigation in which the

       Debtor is involved, and objections to claims filed against
       the estate;

   (d) prepare on behalf of the Debtor motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estate;

   (e) take any necessary action on behalf of the Debtor to obtain

       confirmation of its plan;

   (f) appear before this Court to protect the interests of the
       Debtor;

   (g) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtor in connection
       with this Chapter 11 Case;

   (h) represent the Debtor in connection with obtaining
       Post-petition financing, if any;

   (i) advise the Debtor concerning and assisting in the
       negotiation and documentation of financing agreements, cash

       collateral orders and related transactions;

   (j) investigate the nature and validity of liens asserted
       against the property of the Debtor, and advising the Debtor

       concerning the enforceability of said liens;

   (k) investigate and advise the Debtor concerning, and taking
       such action as may be necessary to collect, income and
       assets in accordance with applicable law, and the recovery
       of property for the benefit of the estate of the Debtor;

   (l) advise and assist the Debtor in connection with any
       potential property dispositions;

   (m) advise the Debtor concerning executory contract and
       unexpired lease assumptions, assignments and rejections and

       lease restructuring and recharacterizations;

   (n) assist the Debtor in reviewing, estimating and resolving
       claims asserted against the estate;

   (o) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtor, protect assets of the
       Chapter 11 estate or otherwise further the goal of
       completing the successful reorganization of the Debtor; and

   (p) perform all other legal services for the Debtor which may
       be necessary and proper in this proceeding.

Heller Draper will be paid at these hourly rates:

       Douglas S. Draper and
       Other Senior Partners              $450
       Partners                           $400
       Associates                         $300
       Paralegals                         $90

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

On March 11, 2015, prior to the filing of the bankruptcy case,
Heller Draper received a retainer in the sum of $25,000.  The wire
was sent by MLP Energy Advisors and booked as a loan to the Debtor
to serve as security for and/or as payment for services rendered
prepetition and the filing fees for the bankruptcy case in
accordance with the Engagement Letter attached hereto as Exhibit B.
This retainer was placed in the Firm’s trust account. On March
12, 2015, $7,500 was drawn from the trust account to cover fees
incurred through March 12, 2015 and $2,500 was sent as a retainer
to local counsel.

Douglas S. Draper, member of Heller Draper, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Heller Draper can be reached at:

       Douglas S. Draper, Esq.
       HELLER, DRAPER, PATRICK,
       HORN & DABNEY, L.L.C.
       650 Poydras Street, Ste 2500
       New Orleans, LA 70130-6103
       Tel: (504) 299-3333
       Fax: (504) 299-3399
       E-mail: ddraper@hellerdraper.com

                       About Putnam Energy

Putnam Energy, L.L.C., a company with power plant and pipeline
assets, sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-08733) on March 11, 2015, in Chicago, Illinois, after it failed
to reach a forbearance agreement with its lender.

The Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in debt.

The case is assigned to Judge Carol A. Doyle.  Terrence O'Malley,
manager and CEO, signed the petition.  The Debtor is represented by
Douglas S Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney,
LLC, in New Orleans, as counsel.


PUTNAM ENERGY: Names David Cohen as Local Counsel
-------------------------------------------------
Putnam Energy, L.L.C., seeks authorization from the Hon. Carol A.
Doyle of the U.S. Bankruptcy Court for the Northern District of
Illinois to employ David E. Cohen as local counsel.

The professional services that Mr. Cohen has rendered or may render
include providing legal advice with respect to the powers and
duties of the Debtor-in-Possession; preparation of necessary
applications, legal papers and other needed reports, attend court
proceedings and to perform any other legal services which may be
necessary on behalf of the Debtor-in-Possession.

The hourly rate of Mr. Cohen is $375 per hour.

The Debtor paid to Mr. Cohen a $2,500 advance payment retainer.

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

Mr. Cohen assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

David E. Cohen can be reached at:

       David E. Cohen, Esq.
       FISHER COHEN WALDMAN SHAPIRO, LLP
       1247 Waukegan Road, Suite 100
       Glenview, IL 60025
       Tel: (312) 606-3451
       Fax: (312) 606-0117

                       About Putnam Energy

Putnam Energy, L.L.C., a company with power plant and pipeline
assets, sought Chapter 11 protection (Bankr. N.D. Ill. Case No.
15-08733) on March 11, 2015, in Chicago, Illinois, after it failed
to reach a forbearance agreement with its lender.

The Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in debt.

The case is assigned to Judge Carol A. Doyle.  Terrence O'Malley,
manager and CEO, signed the petition.  The Debtor is represented by
Douglas S Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney,
LLC, in New Orleans, as counsel.


QUICKSILVER RESOURCES: S&P Withdraws 'D' CCR at Issuer's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Ft.
Worth, Tex.-based oil and gas exploration and production company
Quicksilver Resources Inc., including its 'D' corporate credit
rating and 'D' secured, senior unsecured, and subordinated debt
ratings.  All ratings were withdrawn at the issuer's request.  S&P
had lowered its corporate credit and issue-level ratings to 'D' on
Feb. 19, 2015, following the company's failure to pay interest on
its 9.125% senior unsecured notes due 2019.


RITE AID: Amends By-Laws to Implement "Proxy Access"
----------------------------------------------------
The board of directors of Rite Aid Corporation amended and restated
the Company's By-Laws to (1) implement "proxy access" (allowing
eligible stockholders to include their own nominees for director in
the Company's proxy materials along with the Board-nominated
candidates), (2) make certain other conforming and related
technical changes and (3) allow the Board to waive the requirement
that a director has not reached the age of 72 to be eligible for
election.  The proxy access process will first be available to
stockholders in connection with the Company's 2016 annual meeting
of stockholders.

The proxy access provisions of the By-Laws permit any stockholder
or group of up to 20 stockholders who have maintained continuous
qualifying ownership of 3% or more of the Company's outstanding
common stock for at least the previous three years to include a
specified number of director nominees in the Company's proxy
materials for an annual meeting of stockholders.  A nominating
stockholder is considered to own only the shares for which the
stockholder possesses the full voting and investment rights and the
full economic interest.  Under this provision, borrowed or hedged
shares do not count as "owned" shares.  If a group of stockholders
is aggregating its shareholdings in order to meet the 3% ownership
requirement, the ownership of the group will be determined by
aggregating the lowest number of shares continuously owned by each
member during the three-year holding period.

The maximum number of stockholder nominees permitted under the
proxy access provisions of the By-Laws is equal to 20% of the
directors in office as of the last day a notice of nomination may
be timely received.  If the 20% calculation does not result in a
whole number, the maximum number of stockholder nominees is the
closest whole number below 20%.  If one or more vacancies occurs
for any reason after the nomination deadline and the Board decides
to reduce the size of the Board in connection therewith, the 20%
calculation will be applied to the reduced size of the Board, with
the potential result that a stockholder nominee may be
disqualified.  Stockholder-nominated candidates whose nomination is
withdrawn or whom the Board determines to include in the Company's
proxy materials as Board-nominated candidates will be counted
against the 20% maximum.  In addition, any director in office as of
the nomination deadline who was included in the Company's proxy
materials as a stockholder nominee for either of the two preceding
annual meetings and whom the Board decides to nominate for
re-election to the Board also will be counted against the 20%
maximum.

Notice of a nomination pursuant to the proxy access provisions of
the By-Laws must be received no earlier than 150 days and no later
than 120 days before the anniversary of the date that the Company
distributed its proxy statement for the previous year's annual
meeting of stockholders.  If a group of stockholders is making the
nomination, such notice must designate one member of the group for
purposes of receiving communications, notices and inquiries from
the Company and otherwise authorize such member to act on behalf of
each other member of the group with respect to the nomination.
Each nominating stockholder must provide a list of its proposed
nominees in rank order.  If the number of stockholder nominees
under the proxy access provisions of the By-Laws exceeds the 20%
maximum, the highest ranking qualified individual from the list
proposed by each nominating stockholder, beginning with the
nominating stockholder with the largest qualifying ownership and
proceeding through the list of nominating stockholders in
descending order of qualifying ownership, will be selected for
inclusion in the Company's proxy materials until the maximum number
is reached.

Each stockholder seeking to include a director nominee in the
Company's proxy materials is required to provide certain
information, including proof of qualifying stock ownership as of
the date of the submission and the record date for determining the
stockholders entitled to receive notice of the annual meeting of
stockholders, the stockholder's notice on Schedule 14N as filed
with the Securities and Exchange Commission, and the information
and representations required by the advance notice provision of the
By-Laws relating to nomination of directors (including the written
consent of each stockholder nominee to being named in the proxy
statement and serving as a director, if elected).  Nominating
stockholders are also required to make certain representations and
agreements regarding their intent to maintain qualifying ownership
through the meeting date, intentions with respect to maintaining
qualifying ownership for one year after the meeting date, lack of
intent to effect a change of control, only nominating the persons
nominated pursuant to the proxy access provisions of the By-Laws,
only participating in the solicitation of their nominee or Board
nominees, only distributing the Company's form of proxy, complying
with solicitation rules, providing accurate information, and
assuming liabilities related to and indemnifying the Company
against losses arising out of the nomination.  The Company may also
require each stockholder nominee to provide any additional
information that may be reasonably requested to determine if such
nominee is independent, that could be material to a reasonable
stockholder's understanding of the nominee's independence or that
may reasonably be required to determine the eligibility of such
nominee to serve as a director of the Company.

Nominating stockholders under the proxy access provisions of the
By-Laws are permitted to include in the proxy materials a 500-word
statement in support of their nominees.  The Company may omit any
information or statement that the Company, in good faith, believes
would violate any applicable law or regulation.

If any of the information provided by a nominating stockholder or
its nominee ceases to be true and correct in all material respects,
such stockholder or nominee must promptly notify the Company and
correct the information.  In addition, any person providing
information pursuant to the proxy access provisions of the By-Laws
must further update and supplement such information if necessary so
that all such information will be true and correct as of the record
date and as of the date that is ten business days prior to the
annual meeting (or provide a written certification that no such
updates are necessary and that the information previously provided
remains true and correct as of the applicable date).

Each stockholder nominee must provide a written representation and
agreement that such nominee is not and has not become party to any
agreement, arrangement or understanding or given a commitment or
assurance relating to how such stockholder nominee, if elected,
would act or vote on any issue or question not disclosed to the
Company or, other than with the Company, any agreement, arrangement
or understanding with respect to any compensation, reimbursement or
indemnification in connection with service or action as a director
not disclosed to the Company and that such nominee has read and
will comply with the Company's corporate governance policies and
will make the acknowledgments, enter into the agreements and
provide the information required of all directors.

A stockholder nominee will not be eligible for inclusion in the
Company's proxy materials if any stockholder has nominated a person
pursuant to the advance notice provision of the By-Laws, if the
nominee would not be independent, if the nominee's election would
cause the Company to violate its By-Laws,  its Charter or any
applicable listing standards, laws or regulations, if the nominee
has been an officer or director of a competitor, as defined in
Section 8 of the Clayton Antitrust Act of 1914, within the past
three years, if the nominee is a named subject of a pending
criminal proceeding or has been convicted in a criminal proceeding
within the past ten years, or if the nominee or the stockholder who
nominated him or her has provided false and misleading information
to the Company or otherwise breached any of its or their
obligations, representations or agreements under the proxy access
provisions of the By-Laws.  Stockholder nominees who are included
in the Company’s proxy materials but subsequently withdraw from
or become ineligible for election at the meeting or do not receive
at least 25% of the votes cast in the election will be ineligible
for nomination under the proxy access provisions of the By-Laws for
the next two years.

A nomination made under the proxy access provisions of the By-Laws
may be omitted from the Company's proxy materials, without
including any successor or replacement nominee, and such nomination
will be disregarded at the annual meeting and the named proxies
will not vote any proxies received from stockholders with respect
to such nominee if the nominee or the stockholder who nominated him
or her breaches any of its or their obligations, agreements or
representations or the nominee otherwise becomes ineligible for
inclusion in the Company's proxy materials under the proxy access
provisions of the By-Laws or dies, becomes disabled or is otherwise
disqualified from being nominated for election or serving as a
director of the Company, or if the nominating stockholder (or a
representative thereof) does not appear at the annual meeting.

                         About Rite Aid Corp.

Rite Aid is a drugstore chain with 4,570 stores in 31 states and
the District of Columbia and fiscal 2014 annual revenues of $25.5
billion.

For the 52 weeks ended Feb. 28, 2015, Rite Aid reported net income
of $2.1 billion on $26.5 billion of revenues compared with net
income of $249 million on $25.5 billion of revenues for the 52
weeks ended March 1, 2014.

As of Feb. 28, 2015, the Company had $8.86 billion in total assets,
$8.8 billion in total liabilities and $57.05 million in total
stockholders' equity.

                           *     *     *

In March 2015, Moody's Investor Service confirmed its 'B2'
Corporate Family Rating of Rite Aid.  The confirmation reflects
Moody's expectation that Rite Aid will maintain debt to EBITDA
below 7.0 times after closing the acquisition of Envision
Pharmaceutical Holdings, Inc.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid, including the
corporate credit rating, which S&P raised to 'B' from 'B-'.

In April 2014, Fitch Ratings upgraded its ratings on Rite Aid,
including its Issuer Default Rating to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.


SABINE OIL: Elects to Exercise Right to 30-Day Grace Period
-----------------------------------------------------------
Sabine Oil & Gas Corporation has elected to exercise its right to a
grace period with respect to a $15.3 million interest payment under
its Second Lien Credit Agreement dated as of Dec. 14, 2012, as
amended, by and among the Company, Bank of America, N.A., as
administrative agent, and the lenders.  The interest payment is due
April 21, 2015; however, the grace period permits the Company 30
days to make such interest payment before an event of default
occurs.

The Company believes it is in the best interests of its
stakeholders to actively address its debt and capital structure and
intends to continue discussions with its creditors and their
respective professionals during the 30-day grace period.  As of
April 20, 2015, the Company had a cash balance of approximately
$280 million, which provides substantial liquidity to fund its
current operations. T he Company is continuing to pay suppliers and
other trade creditors in the ordinary course.

                           About Sabine

Sabine Oil & Gas LLC, (formerly Forest Oil Corporation) is an
independent energy company engaged in the acquisition, production,
exploration and development of onshore oil and natural gas
properties in the United States.  Sabine's current operations are
principally located in Cotton Valley Sand and Haynesville Shale in
East Texas, the Eagle Ford Shale in South Texas, and the Granite
Wash in the Texas Panhandle.  See http://www.sabineoil.com/   

Sabine Oil reported a net loss including non-controlling interests
of $327 million in 2014, compared with net income including
non-controlling interests of $10.6 million in 2013.

As of Dec. 31, 2014, the Company had $2.43 billion in total assets,
$2.5 billion in total liabilities and a $63.8 million total
shareholders' deficit.

Deloittee & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2014, citing that the uncertainty associated with
the Company's ability to repay its outstanding debt obligations as
they become due raises substantial doubt about its ability to
continue as a going concern.
     
                            *    *    *

As reported by the TCR on April 6, 2015, Moody's Investors Service
downgraded Sabine Oil & Gas Corporation's Corporate Family Rating
to Caa3 from Caa1.  The rating action was prompted by SOGC's
disclosure on March 31, 2015, that it is in default under its
revolving credit facility and second lien term loan as a result of
a going concern qualification related to its Dec. 31, 2014, audited
financial statements.

The TCR reported in March 2015 that Standard & Poor's Ratings
Services lowered its corporate credit rating on Sabine Oil & Gas
Corp. to 'CCC' from 'B-'.  "The downgrade reflects our view that
Sabine may pursue capital restructuring over the next 12 months
that could result in lower ratings on the company and its debt,"
said Standard & Poor's credit analyst Ben Tsocanos.


SABINE OIL: S&P Lowers CCR to 'D' on Missed Interest Payment
------------------------------------------------------------
Standard & Poor's Ratings Services, on April 22, 2015, lowered its
corporate credit on Sabine Oil & Gas Corp. to 'D' from 'CCC' and
the issue-level ratings on the company's first-lien credit
facility, second-lien debt, and unsecured notes to 'D' from
'B-','CCC-', and 'CC', respectively.  The 'D' ratings reflect the
missed interest payment on the company's second-lien term loan due
2018.  The recovery rating on the company's first-lien credit
facility and unsecured notes remain '1' and '6', respectively.  The
recovery rating on the second-lien debt is '5' (lower half of the
range).

"The downgrade reflects the company's decision not to pay
approximately $15.3 million in interest that was due on April 21,
2015, on its second-lien term loan," said Standard & Poor's credit
analyst Ben Tsocanos.

The company has entered into a 30-day grace period during which it
could make the interest payment.  If the company does not make the
interest payment before the end of the grace period, a default
would occur.  Sabine has retained financial advisors Lazard and
legal advisors Kirkland & Ellis LLP to advise the company on
strategic alternatives related to its capital structure.



SCHOOL OF EXCELLENCE: S&P Lowers 2004A Bonds Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term rating
on the Texas Public Finance Authority Charter School Finance
Corp.'s revenue bonds, series 2004A, issued for the School of
Excellence in Education (SEE), to 'BB' from 'BB+'.  The outlook is
stable.

"The downgrade reflects our assessment of the school's significant
enrollment declines in the past two years due to increased
competition," said Standard & Poor's credit analyst Laura
Kuffler-Macdonald.  The downgrade also reflects S&P's view of
unrestricted operating deficits in recent years, resulting in
insufficient lease adjusted debt service coverage (DSC) of 0.9x in
fiscal 2014, according to S&P's calculations.  However, school
officials report SEE still complies with its bond covenants because
the school has positive operations when temporarily restricted
funds are also included.

The 'BB' rating S&P's opinion of the school's weak demand profile
and operating performance, which SEE's long operating history, low
debt burden, and strong cash levels offset. Given the school's lack
of waitlist, S&P expects enrollment stabilization, and resulting
financial improvement, will take time.

SEE, which primarily serves economically disadvantaged students, is
an open-enrollment public charter school in north-central San
Antonio.  SEE operates seven schools on five campuses, one of which
is leased.

The stable outlook reflects S&P's view of the school's relatively
strong cash position.  S&P could lower the rating in the one-year
outlook period should enrollment continue to decline, resulting in
operating deficits that affect the liquidity position.  S&P does
not expect to raise the rating during the outlook period.  Beyond
then, S&P could consider a positive rating action should SEE's
demand profile improve, or if operations improve such that the
school generates at least 1x unrestricted lease-adjusted DSC.



SEALED AIR: Intellibot Robotics Deal No Impact on Moody's Ba3 CFR
-----------------------------------------------------------------
Moody's Investor Service said that Sealed Air Corp. announced its
acquisition of Intellibot Robotics LLC on April 15, 2015 will not
have an immediate impact on Sealed Air's Ba3 corporate family
rating, but the transaction is credit positive for the company
longer term. The acquisition includes certain intellectual
property, the manufacturing and engineering operations in Richmond,
Virginia, as well as sales. The business will be integrated into
Sealed Air's Diversey Care division and its leading brand of TASKI
floor cleaning machines.

Headquartered in Charlotte, NC, Sealed Air is a global manufacturer
of packaging products, performance-based materials and equipment
systems for various food, industrial, medical and consumer
applications. The company, through its Diversey Care segment, is
also a leading global supplier of cleaning, hygiene, and sanitizing
products, equipment and related services to the institutional and
industrial cleaning and sanitation markets. The company had
revenues of approximately $7.8 billion in 2014.


SEANERGY MARITIME: E&Y Expresses Going Concern Doubt
----------------------------------------------------
Seanergy Maritime Holdings Corp. filed with the Securities and
Exchange Commission its annual report on Form 20-F, disclosing that
the Company has acquired one vessel after the Company disposed of
its entire fleet of vessels to repay debt.

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, 2014,
citing that following the disposal of the Company's entire fleet in
early 2014 in the context of its restructuring plan, the Company
was unable to generate sufficient cash flow to meet its obligations
and sustain its continuing operations that raise substantial doubt
about the Company's ability to continue as a going concern.

The Company disclosed net income of $80.3 million on $2.01 million
of net vessel revenue for the year ended Dec. 31, 2014, compared
with net income of $10.9 million on $23.1 million of net vessel
revenue for the year ended Dec. 31, 2013.

Income reported during 2014 was mainly on account of an $85.6
million gain from the restructuring, while a $25.7 million gain on
disposal of subsidiaries contributed to the income in 2013.

Since August 2012, the Company has been engaged in restructuring
discussions with lenders to finalize the satisfaction and release
of its obligations under certain of the Company's loan facility
agreements and the amendment of the terms of certain of its loan
facility agreements.  Since Jan. 1, 2012, the Company has sold all
20 of its vessels, in some cases by transferring ownership of
certain of its vessel-owning subsidiaries to third parties
nominated by its lenders in connection with the Company's
restructuring.  At present the Company owns one vessel, the M/V
Leadership.

On Nov. 9, 2012, the Company entered into an agreement with I.M.I.
Holdings Corp., or IMI, a company controlled by members of the
Restis family, to sell its 100% ownership interest in Bulk Energy
Transport (Holdings) Limited ("BET"), for a nominal cash
consideration of $1.00.  In addition, the Company released BET from
all of its obligations and liabilities towards the Company, which
accrued to $3.5 million as of the date of sale.

On January 29, 2013, the Company closed the sale of the four MCS
subsidiaries which owned the vessels Fiesta, Pacific Fantasy,
Pacific Fighter and Clipper Freeway, financed under the facility
agreement with DVB, to a third party entity nominated by DVB.  In
exchange for the sale, $31.9 million of outstanding debt as of Dec.
31, 2012 and all the liabilities and obligations under its facility
agreement with DVB were discharged and the guarantee provided by
MCS was fully released.  In connection with the sale of these
subsidiaries, the board of directors obtained a fairness opinion
from an independent third party.

On July 19, 2013, MCS sold its 100% ownership interest in the three
subsidiaries that owned the Handysize dry bulk carriers African
Joy, African Glory and Asian Grace. The buyer was a third-party
nominee of the lenders under the senior and the subordinated credit
facility with United Overseas Bank Limited, or UOB.

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
stockholders' equity.

On April 10, 2013, the Company sold the African Oryx. Gross
proceeds amounted to $4.1 million and were used to repay debt.

On Feb. 12, 2014, the Company entered into a delivery and
settlement agreement with Piraeus Bank for the sale of the
Company's four remaining vessels, to a nominee of the lender, in
exchange for a nominal cash consideration and full satisfaction of
the underlying loan.  On March 6, 2014 the Company sold the Davakis
G., on March 7, 2014 the Company sold the Hamburg Max, on March 10,
2014 the Company sold the Bremen Max and on March 11, 2014 we sold
the Delos Ranger.  On March 11, 2014, following the closing of the
transaction, approximately $146 million of outstanding debt and
accrued interest were discharged and the guarantee provided by the
Company has been fully released. Furthermore, on March 5, 2014, the
Company entered into an agreement with its technical management
company, EST, and its commercial manager, Safbulk Pty, in exchange
of a full and complete release of all their claims upon the
completion of the delivery of the last four remaining vessels and
settlement agreement with Piraeus Bank.  The transaction was
completed successfully on March 11, 2014 and total liabilities
amounting to $9.8 million were released.

On March 19, 2015, the Company acquired a 2001 Capesize, 171,199
DWT vessel, which was renamed M/V Leadership, from an unaffiliated
third party.  The acquisition of the vessel was financed by (i) a
convertible promissory note dated March 12, 2015 of $4 million from
an entity affiliated with one of the Company's major shareholders,
Jelco, (ii) a loan agreement dated March 06, 2015 of $8.75 million
with Alpha Bank A.E., or Alpha Bank, and (iii) a share purchase
agreement dated March 12, 2015 of $4.5 million from Jelco in
exchange for the issuance of 25,000,500 newly issuance shares of
the Company's common stock.  This acquisition was made pursuant to
the terms and conditions of a memorandum of agreement among, Leader
Shipping Co., or Leader, the Company's wholly owned subsidiary, and
a third party seller, between the Company's vessel-owning
subsidiary and the seller, dated December 23, 2014.  On March 19,
2015, the Company took delivery of the M/V Leadership.

A full-text copy of the Form 20-F is available for free at:

                        http://is.gd/15Plfm

                           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.



SERVICE CORP: Moody's Hikes CFR to Ba2 & Sr. Unsec Ratings to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded certain of Service Corporation
International's ratings. The Corporate Family rating was upgraded
to Ba2 from Ba3, the Probability of Default rating ("PDR") was
upgraded to Ba2-PD from Ba3-PD and the senior unsecured
(unguaranteed) ratings were upgraded to Ba3 from B1. The senior
unsecured (guaranteed) ratings and Speculative Grade Liquidity
rating ("SGL") were affirmed at Baa3 and SGL-2, respectively. The
rating outlook is stable.

Issuer: Service Corporation International

Upgrades:

  -- Corporate Family Rating, Upgraded to Ba2 from Ba3

  -- Probability of Default Rating, Upgraded to Ba2-PD from
     Ba3-PD

  -- Senior Unsecured (unguaranteed) Bonds, Upgraded to Ba3
     (LGD5) from B1 (LGD4)

Affirmations:

  -- Senior Unsecured (guaranteed) Bank Credit Facility, Affirmed
     Baa3 (LGD2)

  -- Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook:

  -- Outlook, Remains Stable

"The upgrade to Ba2 reflects SCI's success in integrating Stewart
Enterprises and achieving significant cost synergies, steady
deleveraging since the closing of the acquisition and Moody's
expectations for continued, steady cash flow generation," said
Edmond DeForest, Moody's Senior Credit Officer.

The Ba2 rating reflects SCI's position as the leading death care
provider in North America, supported by a broadly diversified
portfolio of funeral service locations and cemetery properties,
unique scale advantages and a $9 billion revenue backlog. Moody's
expects SCI to maintain debt to EBITDA in a range of about 3.7 to
4.0 times, peaking perhaps above 4 when it makes acquisitions.
Moody's anticipates modest 2% to 4% same-store revenue growth and
free cash flow to debt of about 6% to 8%, pressured by customer
shifts toward cremation and lower priced funeral services.
Additional support comes from an aging baby boom population and
assets including real estate holdings, investment trusts and
insurance contracts that provide tangible coverage of debt and
other liabilities. Moody's anticipates solid EBITA margins of over
20%, but for free cash flow available to reduce debt to be limited
by the need to invest in infrastructure leading to over $150
million of annual capital expenditures, the regular quarterly
dividend of about $80 million a year and Moody's expectations that
SCI will be a full cash tax payer by 2016. The risk that
shareholder desires for high cash returns from dividends and share
repurchases could be satisfied through debt incurrence also weighs
on the rating.

All financial metrics reflect Moody's standard adjustments.

The Speculative Grade Liquidity rating of SGL-2 reflects Moody's
assessment of SCI's liquidity as good, driven by expectations for
over $100 million of cash, about $250 million of free cash flow and
at least $200 million of availability under its revolving credit
facility expiring in 2018.

The stable ratings outlook reflects Moody's expectations for
limited debt reduction as most free cash flow will be applied
toward acquisitions and shareholder returns. The ratings could be
upgraded if profitable revenue growth can be maintained above 4%
per year and Moody's expects sustained debt to EBITDA around 3
times and free cash flow to debt above 10%. Lower ratings are
possible if Moody's expects 1) lower revenue growth; 2)
profitability as measured by EBITA margins will remain below 17%;
3) shareholder friendly financial policies; or 4) less than good
liquidity. If Moody's anticipates debt to EBITDA will be maintained
above 4.5 times or free cash flow to debt will remain below 6%,
lower ratings are possible.

The principal methodology used in these ratings was Business and
Consumer Service 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.

SCI is North America's largest provider of funeral, cemetery and
cremation products and services. The company operates an
industry-leading network of 1,559 funeral service locations and 466
cemeteries, which includes 258 funeral service/cemetery combination
locations. Moody's anticipates revenue of about $3 billion in 2015.


SEVEN GENERATIONS: S&P Rates Proposed $400MM Unsec. Notes CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'CCC+'
issue-level rating to Calgary, Alta.-based, Seven Generations
Energy Ltd.'s proposed US$400 million senior unsecured notes due
2023.  At the same time, Standard & & Poor's assigned its '6'
recovery rating to the debt, indicating its expectation of a
negligible (0%-10%) recovery in a default scenario.

Seven Generations intends to use the net proceeds for general
corporate purposes and to fund the company's 2015-2016 capital
expenditure program.

Pro forma the proposed offering, S&P expects the company's
three-year (2015-2017) weight-adjusted debt-to-EBITDA to be
2.0x-2.5x and adjusted funds from operations-to-debt to be 35%-40%.


The ratings on Seven Generations reflect Standard & Poor's view of
the considerable development risks associated with the company's
current low proved developed reserves ratio, which was about 8%
based on the company's Dec. 31, 2014, reported reserves; and the
execution risk inherent in the rapid production growth forecast for
the company.  S&P believes Seven Generations' improved operating
efficiency, strengthened financial risk profile, and balanced
product mixpartially offset these weaknesses.

RATINGS LIST

Seven Generations Energy Ltd.
Corporate credit rating                           B/Stable/--

Ratings Assigned
Senior unsecured debt
  Proposed US$400 mil. notes due 2023             CCC+
   Recovery rating                                6



SPIRIT AEROSYSTEMS: S&P Raises Unsecured Debt Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its unsolicited 'BBB-'
issue-level rating to Spirit AeroSystems Inc.'s $535 million term
loan A due 2020 with an unsolicited recovery rating of '1',
indicating S&P's expectation of very high (90%-100%) recovery in a
payment default scenario.

At the same time, S&P raised its issue-level rating on the
company's unsecured debt to 'BB' from 'BB-' and revised the
recovery rating to '4' from '5', reflecting S&P's expectations of
average recovery (30%-50%; at the high end of the range) in a
payment default scenario.

The issue-level and recovery ratings on Spirit's $650 million
revolver are unchanged.  The company used the proceeds from the new
term loan A to pay off its existing term loan B.  S&P do not
believe that the proposed transaction would significantly alter the
company's credit metrics and S&P's other ratings on the company
remain unchanged.

The upgrade of S&P's rating on Spirit's unsecured debt reflects the
improved recovery prospects caused by the decline in the amount of
secured debt the company would have at default due to the higher
amortization on the new term loan A compared with the term loan B
that was paid off.

S&P's corporate credit rating on Spirit reflects the company's
position as the largest independent supplier of aircraft
structures, its improving profitability and cash flow, and the
strong commercial aerospace market.  However, the commercial
aerospace market is competitive and cyclical and the company still
needs to address key uncertainties including profitably increasing
production on the Airbus A350 program and extending its pricing
agreement with Boeing, its largest customer, past the end of 2015.
S&P expects most of Spirit's 2015 credit measures to moderate
somewhat from their very strong levels in 2014 but still remain
solid, including a funds from operations-to-debt ratio above 60%.

The positive outlook reflects the possibility that S&P could raise
its rating on the company if it sustains the recent improvements in
its earnings and cash flow, does not incur any further large
charges, finalizes a reasonable extension of its pricing agreement
extension with Boeing, and demonstrates a moderate financial
policy.

Recovery Analysis

Simulated default assumptions (mil. $)
   -- Simulated year of default: 2020
   -- EBITDA at Emergence: 250
   -- EBITDA Multiple: 5.5x

Simplified waterfall (mil. $)
   -- Net enterprise value (after 5% admin. costs): 1,306
   -- Valuation split in % (Obligors/Non-obligors): 92/8
   -- Priority claims: 13
   -- Collateral value available to secured creditors: 1,247
   -- Secured first-lien debt: 990
      --Recovery expectations: 90%-100%
   -- Total value available to unsecured claims: 288
   -- Senior unsecured debt and pari-passu claims: 705
      --Recovery expectations: 30%-50% (high end)

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from non-obligors after non-obligor
debt.

RATINGS LIST

Spirit AeroSystems Inc.
Corporate credit rating             BB/Positive/--

Ratings Assigned
Senior secured
  $535 mil. term loan due 2020       BBB- (unsolicited)
   Recovery rating                   1 (unsolicited)

                                     To                 From
Upgraded
Senior unsecured                    BB                 BB-
  Recovery rating                    4H                 5



SUMMIT MATERIALS: LaFarge Acquisition No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investor Service said that Summit Materials, LLC agreement
to acquire LaFarge's Davenport cement plant and distribution
terminals is a credit positive. At this time, there is no impact on
the B3 Corporate Family Rating. On April 17, 2015, Summit
Materials, LLC ("Summit") announced that it entered a definitive
agreement with Lafarge North America ("Lafarge NA") to purchase
Lafarge NA's Davenport, Iowa cement plant and seven cement
distribution terminals for a purchase price of $450 million plus
Summit's Bettendorf, Iowa cement terminal.

Summit Materials, LLC is a building materials company that
primarily operates in Texas (representing 34% of revenue for year
ended December 27th, 2014), Kansas (19%), Kentucky (11%), Missouri
(10%) and Utah (9%).estate capital structure. Lennar's Multifamily
segment is a national developer of multifamily rental properties.
Total homebuilding revenues for the twelve months ending February
28, 2015, were approximately $7.2 billion, and consolidated pretax
income, including those of its Financial Services segment ,was $1.0
billion.


TLC HEALTH: Court Approves Steiger Realty as Real Estate Agent
--------------------------------------------------------------
TLC Health Network sought and obtained permission from the Hon.
Carl L. Bucki of the U.S. Bankruptcy Court for the Western District
of New York to employ Steiger Realty as real estate agent,
effective Oct. 20, 2014.

The Debtor requires Steiger Realty to market and sell the
Debtor’s real property located at 5719 US Route 62, Conewango,
New York (the "Property").

The Debtor proposed to retain Steiger Realty on a standard
commission of 6% of the sale price of the Property.

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

Milton Steiger, associate of Steiger Realty, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Steiger Realty can be reached at:

       Milton Steiger
       STEIGER REALTY
       836 King Rd.
       Forestville, NY 14062
       Tel: (716) 679-8277
       Fax: (716) 954-7137
       E-Mail: Milt@SteigerRealty.com

                     About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debt of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves
as the Debtor's counsel.  Damon & Morey LLP is the Debtor's special
health care law and corporate counsel.  The Bonadio Group is the
Debtor's accountants.  Howard P. Schultz & Associates, LLC is the
Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TRITON FOODS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Triton Foods, Inc.
        7744 Industry Avenue
        Pico Rivera, CA 90660

Case No.: 15-16359

Chapter 11 Petition Date: April 22, 2015

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Richard M Neiter

Debtor's Counsel: Giovanni Orantes, Esq.
                  THE ORANTES LAW FIRM PC
                  3435 Wilshire Blvd Ste 2920
                  Los Angeles, CA 90010
                  Tel: 888-619-8222
                  Fax: 877-789-5776
                  Email: go@gobklaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Juan Alfaro, president and CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-16359.pdf


TRUMP ENTERTAINMENT: Exclusive Plan Filing Date Extended to Aug. 5
------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware further extended Trump Entertainment Resorts, Inc., et
al.'s exclusive filing period through and including Aug. 5, 2015,
and their exclusive solicitation period through and including Oct.
6, 2015.

To recall, on March 12, 2015, the Court entered an order confirming
the Debtors' Third Amended Joint Plan of Reorganization.  The The
Effective Date has not yet occurred, as certain conditions
precedent to the occurrence of the Effective Date, including the
CBA Order having become a Final Order, have not yet been met.

Although the Debtors believe that these conditions precedent will
ultimately be met, out of an abundance of caution, they seek an
extension of their exclusive periods to file a Chapter 11 plan to
allow them to maintain the Exclusive Periods in the unlikely event
that the Plan does not become effective, the Debtors' counsel, Ian
J. Bambrick, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.

               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.

Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware in March confirmed Trump Entertainment Resorts, Inc., et
al.'s Third Amended Joint Plan of Reorganization and Disclosure
Statement pursuant to Section 1129 of the Bankruptcy Code.


TRUMP ENTERTAINMENT: Gets Approval to Settle Thermal Energy Claims
------------------------------------------------------------------
Trump Entertainment Resorts Inc. received court approval for a deal
that would resolve the claims of Thermal Energy Limited Partnership
I.

The court order signed by U.S. Bankruptcy Judge Kevin Gross
authorizes Thermal Energy to amend its claims against the gaming
company's affiliates, allowing the supplier to recover a total of
$44.2 million.

Thermal Energy supplies steam and chilled water for Trump's casino
hotels in Atlantic City under its thermal energy agreements with
the gaming company.  It asserts a general unsecured claim of $27.5
million against Trump Taj Mahal Associates LLC, and $16.67 million
against Trump Plaza Associates LLC.

Trump rejected the thermal energy agreements last month after
getting the bankruptcy judge's approval.  On March 31, Plaza
Associates entered into a new contract with the supplier for the
Trump Plaza Hotel and Casino, court filings show.

               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.


TTM TECHNOLOGIES: S&P Retains 'BB' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Costa
Mesa, Calif.-based TTM Technologies Inc. remain on CreditWatch,
where S&P placed them with negative implications on Sept. 22, 2014.
The ratings on CreditWatch include the 'BB' corporate credit
rating and 'BB' issue-level rating on the company's senior
unsecured debt.

S&P expects to lower the corporate credit rating on TTM to 'B+'
from 'BB' and remove it from CreditWatch after the company closes
its acquisition of Viasystems Group Inc.  S&P would also lower its
issue-level rating on the company's senior unsecured convertible
notes (which will remain part of the new capital structure) to 'B-'
from 'BB' and revise the recovery rating to '6' from '4'.  The '6'
recovery rating would indicate S&P's expectation for negligible
(0%-10%) recovery in the event of payment default.

S&P's 'B+' issue-level rating and '3' recovery rating on TTM's
proposed $775 million senior secured term loan due 2022 are
unchanged.  The '3' recovery rating indicates S&P's expectation for
meaningful (50%-70%; at the higher end of the range) recovery in
the event of payment default.  Also unchanged are S&P's 'B-'
issue-level rating and '6' recovery rating on the company's
proposed $175 million second-lien term loan due 2023.  The '6'
recovery rating indicates S&P's expectation for negligible (0%-10%)
recovery in the event of payment default.

S&P expects the company to use the debt proceeds, along with a draw
on its proposed U.S. asset-backed revolving credit facility
(unrated) and balance sheet cash, to fund the cash portion of the
purchase price, to refinance debt at both companies, and to pay
fees related to the acquisition.

S&P will monitor developments related to the proposed acquisition,
including required regulatory approvals, and resolve the
CreditWatch listing after the transaction closes.  S&P will lower
the rating to 'B+' from 'BB' if TTM completes the transaction and
finances it as S&P expects.  If TTM does not complete the
acquisition, S&P will review our expectations for the company's
operating performance and its financial risk profile before
resolving the CreditWatch listing.



VENOCO INC: S&P Raises CCR to 'CCC+'; Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Denver-based Venoco Inc. to 'CCC+' from 'SD'.  The
outlook is negative.

At the same time, S&P raised the issue ratings on the company's
senior unsecured notes to 'CCC-' from 'D'.  The recovery rating on
these notes remains '6' reflecting S&P's expectation of negligible
(0%-10%) recovery in the event of a conventional default.

S&P is affirming the rating on Venoco parent Denver Parent Corp.,
including its 'CCC+' corporate credit rating and 'CCC-' unsecured
issue-rating, and removing them from CreditWatch where S&P placed
them with negative implications on April 3, 2015.  The rating
outlook on the parent company was revised to negative from stable.

"The upgrade follows our review of Venoco's credit profile in
conjunction with the release of year-end 2014 financial results and
the completion of the exchange of its senior unsecured notes,
whereby existing investors received new second-lien notes at 77.5%
of par value," said Standard & Poor's credit analyst Ben Tsocanos.


S&P views the exchange as tantamount to default because investors
received less than the promise of the original securities.
Approximately 39% of the senior unsecured note holders participated
in the exchange.  Concurrent with the exchange, Venoco issued $175
million of first-lien notes and entered into $75 million of
cash-secured senior term loans.  The company's senior secured
credit facility was subsequently terminated.  The recovery rating
of '6' on Venoco's senior unsecured notes incorporates the increase
in secured debt ahead of the notes in the capital structure.

With the issuance of the first-lien notes and cash-secured term
loan, S&P views the company's improved liquidity as "adequate."  It
is S&P's expectation that sources will exceed uses by more than
1.2x at least over the next 12 months even if EBITDA declines by
15%.

The outlook is negative, reflecting S&P's view that Venoco might
pursue additional debt exchanges in which investors receive less
than what was promised on the original securities.

S&P could lower the rating further if Venoco enters into debt
exchange transactions such that investors received less than what
was promised on the original securities.

S&P could raise the rating if Venoco were able to decrease
financial leverage below 5x debt to EBITDA and raise FFO to debt
above 12% while maintaining adequate liquidity.



VIRGIN ISLANDS: Fitch Affirms 'BB-' Rating on $103MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed these ratings for the U.S. Virgin
Islands (USVI) Water and Power Authority (WAPA):

   -- $134,860,000 electric system revenue bonds, series 2012A,
      2010A, 2010B, 2010C, 2003 at 'BB';

   -- $103,330,000 electric system subordinated revenue bonds,
      series 2007A, 2012B, 2012C at 'BB-'.

The Rating Outlook is Stable.

SECURITY

The electric system revenue bonds are secured by a pledge of net
electric revenues and certain other funds established under the
bond resolution.  The electric system subordinated revenue bonds
are secured by a pledge of net revenues that are subordinate to the
pledge securing the electric system revenue bonds.

KEY RATING DRIVERS

WEAK FINANCIAL PROFILE: WAPA remains challenged by extremely high
retail rates ($0.39/kWh), a reliance on lines of credit for working
capital needs and weak cash flow.  Although lower fuel oil prices
have reduced the cost of electricity from fiscal 2014 levels,
multiple base-rate increases enacted in recent years have yet to
yield sustained improvement in financial performance.

POWER SUPPLY DIVERSIFICATION: Fitch views positively the
authority's ongoing efforts to diversify its power supply by
converting its oil-fired generating plants to tri-fueled capability
with liquefied petroleum gas (LPG, or propane) as the primary fuel
source initially.  Recent project cost increases and delays in
project completion are concerning, but Fitch believes the project
should ultimately have a stabilizing impact on electric rates,
accounts receivable and declining sales.

INADEQUATE AND REGULATED COST-RECOVERY MECHANISMS: Electric rates
are regulated by the Virgin Islands Public Service Commission
(PSC), which has authorized cost recovery through both base rates
and a levelized energy adjustment clause (LEAC) for fuel and other
related costs.  Delays inherent in both the regulatory process and
the recovery mechanism impair liquidity and limit financial
flexibility.

CHALLENGED SERVICE AREA: The authority serves a geographically and
economically challenged service territory largely dependent on
tourism and government employment.  Strains related to the USVI's
narrow economy and fiscal challenges (implied general obligation
[GO] rating, 'BB-' with a Negative Outlook) are compounded by the
authority's high electric rates, declining sales and per capita
personal income levels that approximate just half of the U.S.
average.

HIGH ACCOUNTS RECEIVABLES: Government receivables have continued to
escalate, inhibiting WAPA's ability to collect needed revenue and
offsetting positive headway made in reducing deferred fuel
balances, customer receivables and reimbursable costs owed by the
authority's water utility.

RATING SENSITIVITIES

DIMINISHED LIQUIDITY: WAPA's inability to maintain sufficient cash
reserves and bank lines of credit would likely prompt a negative
rating action.

IMPLEMENTATION OF FUEL DIVERSITY: Positive rating consideration may
be warranted as a result of the pending conversion to LPG and
improved fuel diversity.  However, positive rating action will
depend on the extent to which fuel savings are used to bolster the
authority's financial profile.

RATING RELATIONSHIP TO GOVERNMENT: Continued deterioration in the
USVI's fiscal condition and credit quality could ultimately have
rating implications for WAPA's ratings given the authority's status
as an instrumentality of the government, as well as the
government's position as the authority's largest customer.

CREDIT SUMMARY

The USVI is an organized, unincorporated U.S. territory 40 miles
east of the Commonwealth of Puerto Rico with a population of
approximately 106,000.  WAPA operates both a vertically integrated
retail electric system and a water treatment and distribution
system, both of which are independently financed with separate
liens on net revenues securing the outstanding debt of each
system.

The customer base is almost evenly divided between the
interconnected islands of St. Thomas and St. John, and St. Croix,
and is largely composed of residential and small commercial users
(98%).  WAPA's remaining customers include its largest, the Virgin
Islands government, as well as several large commercial users.
Sales to the government and the 10 largest non-governmental users
accounted for approximately 5% and 7.7%, respectively, of the
authority's total revenue in fiscal 2013, exposing the authority to
very little customer concentration.  While no individual
non-governmental customer accounts for more than 2% of total
revenue, more than half of the largest users are tourism dependent
hotels and resorts.

ADEQUATE, BUT ISOLATED OPERATIONS

WAPA owns and operates a total of seven generation facilities on
the islands of St. Thomas and St. Croix, as well as limited backup
generation on St. John (2.5 MW). The generation facilities on both
St. Thomas and St. Croix are located at single sites but include
several steam and combustion turbine units that largely mitigate
operating risk and protect against unit outages.  Total capacity
available on each island is well in excess of peak demand.

All of the authority's generating units are currently fueled by
oil, although efforts to advance a number of alternative energy
initiatives including LPG, wind, solar and waste to energy are
ongoing.  Importantly, the authority's plant conversions to LPG are
underway pursuant to a master agreement (the agreement) WAPA signed
with Vitol Virgin Islands Corp. (Vitol) in June 2013.  The
conversions were initially expected to be complete by the latter
part of 2014, but delays in installing the necessary infrastructure
have pushed the projected completion date back by almost one year,
to the second half of 2015.

The agreement obligates Vitol to initially fund all costs related
to the installation of necessary infrastructure, as well as the
physical conversion of eight generating units.  Total
infrastructure and conversion costs were initially estimated at $87
million, but project delays have led to a sizeable increase in the
all-in projected cost, now estimated at $150 million.  As a result,
WAPA's obligation to repay VITOL for all related costs pursuant to
the agreement was recently extended from seven to 10 years, albeit
with a lower interest rate.  WAPA officials continue to project the
use of LPG will lower its energy costs by approximately 30%,
although a detailed forecast demonstrating the cost savings has not
been made available.

WEAK FINANCIAL PROFILE

The authority's financial profile weakened considerably between
fiscals 2010-2013, reflecting the confluence of significantly
higher fuel costs, inadequate cost recovery, rising annual debt
service, declining sales and the continued financial strain
attributable to the water system and overdue receivables from the
government.

Consequently, Fitch calculated debt service coverage of all
obligations, including outstanding GO notes, averaged just 0.90x
over that span before improving modestly to about 1.0x in fiscal
2013.  For fiscal year-end 2014, debt service coverage declined to
0.83x, largely due to a 5.8% decrease in energy sales.  With the
inclusion of motor fuel tax revenues, which are dedicated to
funding capital expenditures and debt service related to new
generation projects, all-in coverage improves to just under 1.2x.

Liquidity, not including lines of credit available for working
capital, remained low with just 11 days cash on hand at the close
of fiscal 2013.  Including the available lines of credit, the
authority maintained a more acceptable 30 days of liquidity on
hand.  Similar metrics at the close of fiscal 2014 were 13 days and
23 days, respectively.

Recent funding of certain capital projects from existing reserves
diminished WAPA's unrestricted cash position even further from
$10.8 million at the close of the prior fiscal year to
approximately $3 million as of Jan. 1, 2015, although officials
expect to be reimbursed from proceeds from a pending RUS loan
before the current fiscal year ends.

HIGH RETAIL RATES

WAPA's retail rates continue to rank significantly higher than the
average for all U.S. States and other U.S. Territories, including
the Guam Power Authority (GPA; rated 'BBB-' and 'BB+',
respectively, with a Negative Rating Outlook) and Puerto Rico
Electric Power Authority (PREPA; rated 'CC', Watch Negative). Fitch
believes the authority's flexibility to raise rates will continue
to be challenged as a result.

Since 2010, WAPA has requested two base rate increases with both of
them approved in 2012 and 2013,, providing roughly $15.7 million in
additional recurring revenue.  Positively, approved increases in
the LEAC in recent years have reduced the authority's deferred fuel
balance significantly, from a peak of $55 million in March 2013 to
a more modest balance of $8.6 million.  Considerably lower oil
prices in the current fiscal year have allowed WAPA to reduce its
LEAC by about one-half, from $0.41/kWh in January 2014 to $0.21/kWh
in March 2015.  While the lower rate provides a degree of rate
relief for customers, WAPA's overall rate remains high at
$0.39/kWh.



WARREN RESOURCES: S&P Lowers CCR to 'CCC+'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York-based exploration and production (E&P) company
Warren Resources Inc. to 'CCC+' from 'B-'.  The outlook is
negative.

At the same time, S&P lowered its issue-level ratings on the
company's senior unsecured debt to 'CCC-' from 'CCC+'.  S&P revised
the recovery rating to '6' from '5', indicating its expectation of
negligible (0% to 10%) recovery for creditors if a payment default
occurs.

"The downgrade reflects our reduced oil and natural gas price
assumptions, which we expect will likely lead to much weaker
earnings and credit measures for Warren in 2015 and 2016," said
Standard & Poor's credit analyst Daniel Krauss.  "We now estimate
Warren Resources' adjusted funds from operations to debt will drop
to the low- to mid-single-digit percentage range in 2015," he
added.

Additionally, S&P believes that the company's borrowing base will
be reduced as part of its upcoming redetermination at the end of
April, given S&P's expectation that banks will be using a lower
price deck and that the company was not adequately hedged for 2015.
S&P expects that management will remain proactive in preserving
its liquidity position, potentially through asset sales or other
capital-raising measures.

The ratings on Warren reflect S&P's view of the company's
"vulnerable" business risk and "highly leveraged" financial risk.
S&P views Warren's liquidity as "less than adequate," based on
S&P's estimate that liquidity sources will be less than 1.2x
liquidity uses over the next 12 to 18 months.

The negative outlook reflects S&P's view that credit measures will
weaken materially in 2015, approaching levels S&P would view as
unsustainable.  Additionally, S&P believes that liquidity could
become pressured as a result of the upcoming re-determination of
the company's borrowing base.  S&P would expect that management's
main focus would be to enhance the company's liquidity position,
potentially through divestitures of noncore assets.

S&P could lower the rating within the next few months if a
significant drop in availability under the borrowing base prompted
S&P to revise its liquidity assessment to "weak."  S&P could also
lower the ratings if it anticipated that a breach of Warren's
financial covenants were imminent, and did not expect the company
could successfully negotiate relief.

S&P would consider revising the outlook to stable if Warren is able
to reduce leverage from expected 2015 levels while improving its
liquidity position.



WASH MULTIFAMILY: Moody's Assigns 'B3' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
a B3-PD Probability of Default Rating for Wash Multifamily Laundry
Systems, LLC (New) ("WASH"). This rating action comes after EQT
Infrastructure II ("EQT") agreed to acquire WASH for a total
enterprise value of $995 million. In a related rating action,
Moody's assigned a first time rating of B2 to the Company's
proposed 7-year $475 million 1st Lien Senior Secured Term Loan
Facility and a Caa2 rating to the proposed 8-year $150 million 2nd
Lien Term Loan Facility. The rating outlook is Stable.

WASH has been providing coin operated laundry services since 1947.
WASH is the largest Canadian provider and second largest U.S.
provider of laundry for multifamily housing and colleges. The
Company's markets include apartment buildings (87% of revenue),
colleges (5%) and commercial laundry (8%). WASH has 900 employees
with more than 70,000 locations (15 U.S. states and all of Canada).
In 2014, WASH generated $426 million of revenue.

WASH's new capital structure will consist of:

- 7-year $475 million 1st Lien Senior Secured Term Loan Facility

- 5-year $60 million Revolving Credit Facility

- 8-year $150 million 2nd Lien Term Loan Facility

- Common Equity contribution from EQT (~40% pro forma
   capitalization)

WASH will have a U.S. Borrower and a Canadian Borrower for each of
these facilities. The U.S. Borrower will be a wholly owned
subsidiary of the U.S. Parent while the Canadian Borrower is
anticipated to be Coinamatic Canada, Inc.

The following ratings will be affected by this action:

  -- Corporate Family Rating assigned B3;

  -- Probability of Default Rating assigned B3-PD;

  -- 7-year $475 million 1st Lien Senior Secured Term Loan
     Facility assigned B2 (LGD3)

  -- 8-year $150 million 2nd Lien Term Loan Facility assigned
     Caa2 (LGD6)

WASH's B3 Corporate Family Rating ("CFR") is determined by WASH's
elevated leverage following the buyout by EQT. Pro forma leverage
(Debt/Adj. EBITDA) increased to 6.4x at closing. This represents a
deterioration of the Company's leverage levels and WASH's capital
structure is high compared to Moody's Business and Consumer
Services methodology employed for this rating. The B3 CFR
incorporates Moody's positive view of WASH's strong positioning
(largest in Canada and second largest in the U.S.) in its markets
as well as the Company's visible and relatively stable revenue
stream. Moody's maintain a Stable outlook on the Company given
WASH's relatively downturn-resilient revenues and the inelastic
nature of demand for its services. Moody's also anticipate the
Company to be able to execute on its business plan since it has
shown an improved ability to grow organically and implement
operating upgrades to enhance its margins.

The B2 rating for WASH's 7-year $475 million 1st Lien Senior
Secured Term Loan Facility reflects Moody's view that this debt
instrument is backed by a strong collateral package, including a
first priority security interest in substantially all assets of the
U.S. Parent, the U.S. Borrower and the U.S. Subsidiaries. The
Canadian Borrower for this 1st Lien facility will also assign a
first priority security interest in substantially all of its assets
and Canadian Subsidiaries. Conversely, the Caa2 rating for the
8-year $150 million 2nd Lien Term Loan Facility is determined by
the relatively weaker position of this debt instrument as it is
backed by a second priority security interest in substantially all
assets of U.S. Parent, U.S. Borrower and U.S. Subsidiaries (as well
as Canadian assets for the Canadian Borrower).

If WASH is successful at implementing the strategic operating
changes outlined by EQT, which include 1) organic growth through
new market entry, 2) continued leadership in its current markets,
and 3) enhanced pricing methodologies without negatively impacting
demand, WASH should be able to lower its Debt-to-EBITDA to 5.5x by
FYE 2017. Moody's expects Interest coverage (measured as (EBITDA --
CAPEX) / Interest Expense) to be at 1.3 - 1.4x levels over the next
12 to 18 months.

In terms of liquidity profile, WASH should be able to maintain
sufficient liquidity in the coming 12-18 months. WASH should have
enough financial flexibility to meet its debt service requirements
with Free Cash Flow around $15 million by FYE 2015. Moody's expect
WASH's cash & equivalents to be at $8 million by FYE 2015. WASH
will also have access to a 5-year $60 million revolver. Moody's
anticipate this revolver facility should provide for enough
liquidity for the Company in the next 12-18 months, but do not
eliminate the possibility of WASH drawing upon its revolver for
further acquisitions. Further draws upon its revolver could
potentially weaken WASH's liquidity profile.

Although Moody's does not anticipate any positive rating actions in
the near term for WASH given its recent increase in leverage
levels, an upgrade would be possible Adj. Debt/EBITDA decreased
consistently to 5.5x and if EBITA / Interest Expense improves
consistently above 2x. Improvement in WASH's liquidity profile
would also support positive rating actions.

Further deterioration in WASH's leverage levels (above 7x) and
weakened adjusted interest coverage at levels of 1.0x could
potentially trigger a downgrade for WASH. Additionally,
debt-financed acquisitions or special dividends to EQT that would
increase WASH's debt levels or damage its liquidity profile could
certainly place downward pressure on the rating.

The principal methodology used in these ratings was Business and
Consumer Service 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.


WASH MULTIFAMILY: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to El Segundo, Calif.-based WASH Multifamily
Acquisition Inc.  The outlook is stable.

At the same time, S&P assigned its issue-level rating of 'B' (the
same level as the corporate credit rating) to WASH's new $60
million senior secured revolving credit facility and $475 million
senior secured first-lien term loan.  The recovery rating is '3',
reflecting S&P's expectation of meaningful (50%-70%, on the high
end of the range) recovery for lenders in case of a payment
default.

S&P also assigned its 'CCC+' issue-level rating (two notches lower
than the corporate credit rating) to the company's new $150 million
senior secured second-lien term loan.  The recovery rating on this
term loan is '6', reflecting S&P's expectation of negligible
(0-10%) recovery for lenders in the case of a payment default.

S&P's ratings assume the transaction closes on substantially the
terms presented to S&P, and are subject to change.  Pro forma debt
outstanding is about $625 million.

S&P expects to withdraw all of its ratings on WASH Multifamily
Laundry Systems, including its 'B-' corporate credit rating, once
its credit facilities have been repaid.

"Our ratings on WASH reflect the company's narrow business focus
and distant number two position in the highly competitive and
fragmented outsourced laundry facilities management services
industry," said Standard & Poor's credit analyst Brennan Clark.
"The outsourced laundry services market is fragmented in both
Canada and the U.S., with about 40% controlled by WASH and Spin.
The remainder of the market is composed of smaller regional
operators and in-house owner-operators.  We believe WASH has the
ability to gain share from smaller operators, given its good route
density and technology platforms, which translate to fast service
response times."

The stable outlook reflects Standard & Poor's expectation that
credit ratios will modestly improve after the transaction as WASH
realizes synergies from prior acquisitions and leverages its
information technology platform, in conjunction with modest organic
growth.  S&P expects liquidity will remain adequate and that
financial policy will remain aggressive given financial sponsor
ownership.



WELBY TOD: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Welby TOD, LLC
        1140 US Hwy 287 Num 400-125
        Broomfield, CO 80020

Case No.: 15-14302

Chapter 11 Petition Date: April 22, 2015

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Thomas B. McNamara

Debtor's Counsel: Thomas F. Quinn, Esq.
                  303 E. 17th Ave., Ste. 800
                  Denver, CO 80203
                  Tel: 303-832-4355
                  Fax: 720-554-8033
                  Email: tquinn@tfqlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James R. Merlino, manager of Hunterdon,
LLC.

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


WET SEAL: Wants Deadline to Remove Suits Extended to July 14
------------------------------------------------------------
The Wet Seal 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 July 14, 2015.

The extension, if granted, would allow the company to make "more
fully informed decisions" concerning the removal of the lawsuits,
according to its lawyer, Travis Buchanan, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

The motion is on Judge Christopher Sontchi's calendar for May 26.

                        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.  The Wet
Seal, Inc., disclosed $215,254,952 in assets and $60,598,968 in
liabilities as of the Chapter 11 filing.

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.


WORLD SURVEILLANCE: Two Directors Quit
--------------------------------------
Anita Hulo resigned from the Board of Directors of World
Surveillance Group Inc. effective April 18, 2015, according to a
document filed with the Securities and Exchange Commission.

Kevin Pruett also resigned from the Board of Directors of the
Company and as Audit Committee Chairman effective April 19, 2015.

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$559,000 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,000 of net
revenues for the year ended Dec. 31, 2012.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

As of Sept. 30, 2014, the Company had $6.14 million in total
assets, $17.3 million in total liabilities, all current, and a
$11.1 million total stockholders' deficit.

                         Bankruptcy Warning

"We have incurred substantial indebtedness and may be unable to
service our debt.

"Our total indebtedness at September 30, 2014 was $17,292,275.  A
portion of such indebtedness reflects judicial judgments against
us that could result in liens being placed on our bank accounts or
assets.  We are continuing to review our ability to reduce this
debt level due to the age and/or settlement of certain payables
but we may not be able to do so.  This level of indebtedness
could, among other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company
     stated in its quarterly report for the period ended Sept. 30,
     2014.


XINERGY LTD: Court Issues Joint Administration Order
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia,
Roanoke Division, signed an order directing joint administration of
the Chapter 11 cases of Xinery Ltd. and its debtor affiliates under
lead case no. 15-70444.

                        About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015.  The cases have been assigned to Judge
Paul M. Black.  The cases are being jointly administered for
procedural purposes.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.


XINERGY LTD: Has Interim OK to Borrow $7.5-Mil. in DIP Loan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia gave
Xinergy Ltd., et al., interim authority to borrow up to an
aggregate principal amount of $7.5 million from affiliates of
Whitebox Advisors LLC and Highbridge Capital Management, LLC, and
use cash collateral securing their prepetition indebtedness.

The final hearing is scheduled for May 5, 2015, at 10:00 a.m.
(EST).  Any party-in-interest objecting to the proposed financing
must file their objections no later than April 28.

At the final hearing, the Debtors will seek authority to obtain
from affiliates of Whitebox and Highbridge an aggregate $40 million
postpetition facility on a superpriority, administrative claim and
first-priority priming lien basis.  Interest on the loans will
accrue and be payable monthly in arrears at a rate per annum equal
to 14%, with 10% being payable in cash and the balance in-kind.
Following an event of default, interest will accrue at an
additional 2% per annum.

                        About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015.  The cases have been assigned to Judge
Paul M. Black.  The cases are being jointly administered for
procedural purposes.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.


XINERY LTD: Has Until June 19 to File Schedules
-----------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia,
Roanoke Division, extended the time in which Xinergy Ltd., et al.,
must file their schedules of assets and liabilities through and
including June 19, 2015.

The U.S. Trustee is authorized to schedule the meeting of creditors
required by Section 341 of the Bankruptcy Code on a date that is
more than 40 days after the Petition Date.

                        About Xinergy Ltd.

Xinergy is a U.S. producer of metallurgical and thermal coal with
mineral reserves, mining operations and coal properties located in
the Central Appalachian ("CAPP") regions of West Virginia and
Virginia.  Xinergy's operations principally include two active
mining complexes known as South Fork and Raven Crest located in
Greenbrier and Boone Counties, West Virginia.  Xinergy also leases
or owns the mineral rights to properties located in Fayette,
Nicholas and Greenbrier Counties, West Virginia and Wise County,
Virginia. Collectively, Xinergy leases or owns mineral rights to
approximately 72,000 acres with proven and probable coal reserves
of approximately 77 million tons and additional estimated reserves
of 40 million tons.

Xinergy Ltd. and 25 subsidiaries commenced Chapter 11 bankruptcy
cases (Bankr. W.D. Va. Lead Case No. 15-70444) in Roanoke,
Virginia, on April 6, 2015.  The cases have been assigned to Judge
Paul M. Black.  The cases are being jointly administered for
procedural purposes.

The Debtors tapped Hunton & Williams LLP as attorneys; Global
Hunter Securities, as financial advisor, and American Legal Claims
Services, LLC as claims, noticing and balloting agent.


XRPRO SCIENCES: Registers 2.1 Million Common Shares for Resale
--------------------------------------------------------------
Xrpro Sciences, Inc. filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the resale
by certain investors of up to 2,069,525 shares of the Company's
common stock, of which 1,555,602 shares of common stock are
currently outstanding shares of the Company's common stock, $0.001
par value, 388,923 shares are shares of Common Stock issuable upon
exercise of warrants issued in the Company's private placement and
125,000 shares are issuable upon exercise of warrants and options
issued to consultants for consulting services.  

The Common Shares and Private Placement Warrants were acquired by
the Selling Stockholders in connection with a private placement
offering that was completed in December 2014 and January 2015.  The
Consultant Warrants and Options were issued as compensation to
consultants.  The Company is registering the resale of the Shares
as required by contractual obligations that it has with each of the
Selling Stockholders.

The Company is in the process of applying to have its Common Stock
quoted on the OTCQB.

The Company will not receive any of the proceeds from the Shares
sold by the Selling Stockholders.  However, the Company will
receive net proceeds of any warrants or options exercised (unless
the warrants or options are exercised on a cashless basis.)

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

                         http://is.gd/qsgLa3

                      About XRpro Sciences, Inc.

XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals
Inc. -- http://www.xrpro.com/-- provides a unique platform for
drug discovery and development services featuring high throughput
screening of ion channel assays for the pharmaceutical industry.
The Company's proprietary advances in X-ray fluorescence provide
measurements that would otherwise be difficult or impossible
applying other readily available technologies.  XRpro technology
directly measures the activity of a drug target, without the need
for costly and artifact-causing chemical dyes or radiolabels.

XRPro Sciences reported a net loss applicable to common stock of
$569,000 in 2014 following a net loss applicable to common stock of
$5.88 million in 2013.

As of Dec. 31, 2014, XRPro had $7.63 million in total assets, $2.49
million in total liabilities, $133,000 in convertible redeemable
preferred stock, and $5 million in total stockholders' equity.


[*] Fitch Affirms & Assigns Recovery Ratings to 7 US Telecom Cos.
-----------------------------------------------------------------
Fitch Ratings, on April 21, 2015, affirmed and assigned these
recovery ratings (RRs) to U.S. Telecom and Technology issuers with
'BB' category Issuer Default Ratings (IDRs):

Anixter International Inc.
   -- IDR at 'BB+';

Anixter Inc.
   -- IDR at 'BB+';
   -- Senior unsecured bank credit facility 'BB+'/'RR4';
   -- Senior unsecured notes 'BB+'/'RR4';

The Rating Outlook is Stable.

CC Holdings GS V LLC
   -- IDR at 'BB';
   -- Senior secured notes at 'BBB-'/'RR1';

Crown Castle International Corp.
   -- IDR at 'BB';
   -- Senior unsecured debt 'BB-'/'RR5';

Crown Castle Operating Company
   -- IDR at 'BB';
   -- Senior secured credit facility at 'BB+'/'RR2';\

The Rating Outlook is Positive.

Dell Inc.
   -- IDR at 'BB';
   -- Senior unsecured debt 'BB'/'RR4';

Dell International LLC
   -- IDR at 'BB';
   -- Senior secured debt 'BBB-'/'RR1'.

The Rating Outlook is Positive.

The assignment of the recovery ratings reflects 'Recovery Ratings
and Notching Criteria for Non-Financial Corporates issuers'
criteria dated Nov. 18, 2014, which allows for the assignment of
recovery ratings for issuers with IDRs in the 'BB' category.



[*] State Courts Grow in Popularity as Forums for Liquidations
--------------------------------------------------------------
Kirk O'Neil, writing for The Wall Street Journal, reported that
sales under Article 9 of the Uniform Commercial Code, or the
prospect of them, have proliferated in recent months and are more
are likely, bankruptcy professionals said, as small and
middle-market companies seek to avoid the high cost of Section 363
sales in Chapter 11 proceedings.

According to The Deal, the bankruptcy professionals said sales of
debtor assets in state courts under Article 9 can save debtors and
creditors significant time and money when compared to Section 363
transactions.

"Article 9 sales are becoming more frequent as an alternative to
bankruptcy or receivership," according to a lawyer who has worked
on some, Scott Opincar, Esq. -- sopincar@mcdonaldhopkins.com -- of
McDonald Hopkins LLC (21 active cases in the first quarter of 2015,
placing the firm 50th by number among law firms in The Deal's
Bankruptcy League Tables).


[*] US Student Loan Prepayment May Mean FFELP Defaults, Fitch Says
------------------------------------------------------------------
The decline in voluntary prepayments has increased extension risk
for Federal Family Education Loan Program (FFELP) student loan ABS
transactions, Fitch Ratings says.  Unless prepayment picks up or
issuers come to the rescue, some FFELP transactions could miss
their legal final maturities, resulting in technical defaults.

The main driver of the extension risk is that actual prepayment
rates are lower than initial expectations.  Fitch will address this
issue on a case-by-case basis.  In the event of technical default,
Fitch would expect ultimate repayment of full principal and
interest afterward.

Some issuers are addressing the problem by writing in amendments to
allow for more discretion in the optional call.  For example, in
January, servicing agreement amendments allowed Navient Solutions
to make optional purchases of up to 10% of the initial pool
balance.  If exercised, this would lower the extension risk and
help those tranches meet their maturity dates.

This risk could also be mitigated by improvement in labor market
and expansion of debt consolidation programs.  The recent rise in
private student loan consolidations, if expanded to more mainstream
borrowers, could increase prepayment speed for FFELP ABS
transactions.

The decline in prepayment rates has followed the slow recovery in
the job market for recent graduates.  A Federal Reserve Bank of San
Francisco study found that recent college graduate wages rose by 6%
between 2007 and 2014, compared with a 15% increase for all
full-time workers.  The growth of student loan payment plans,
including the Income-Based Repayment Plan, the Pay As You Earn
Repayment Plan and the Income-Contingent Repayment Plan, among
others, has also pushed down prepayment rates.



[^] BOOK REVIEW: The First Junk Bond
------------------------------------
Author:     Harlan D. Platt
Publisher:  Beard Books
Softcover:  236 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today and one for a colleague at
http://www.beardbooks.com/beardbooks/the_first_junk_bond.html

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion. This engrossing book follows the extraordinary journey
of Texas International, Inc (known by its New York Stock
Exchange stock symbol, TEI), through its corporate growth and
decline, debt exchange offers, and corporate renaissance as
Phoenix Resource Companies, Inc. As Harlan Platt puts it, TEI
"flourished for a brief luminous moment but then crashed to
earth and was consumed." TEI's story features attention-grabbing
characters, petroleum exploration innovations, financial
innovations, and lots of risk taking.

The First Junk Bond was originally published in 1994 and
received solidly favorable reviews. The then-managing director
of High Yield Securities Research and Economics for Merrill
Lynch said that the book "is a richly detailed case study. Platt
integrates corporate history, industry fundamentals, financial
analysis and bankruptcy law on a scale that has rarely, if ever,
been attempted." A retired U.S. Bankruptcy Court judge noted,
"(i)t should appeal as supplementary reading to students in both
business schools and law schools. Even those who practice.in the
areas of business law, accounting and investments can obtain a
greater understanding and perspective of their professional
expertise."

"TEI's saga is noteworthy because of the company's resilience
and ingenuity in coping with the changing environment of the
1980s, its execution of innovative corporate strategies that
were widely imitated and its extraordinary trading history,"
says the author. TEI issued the first junk bond. In 1986 it
achieved the largest percentage gain on the NYSE, and in 1987
suffered the largest percentage loss. It issued one of the first
bonds secured by a physical commodity and then later issued one
of the first PIK (payment in kind) bonds. It was one of the
first vulture investors, to be targeted by vulture investors
later on. Its president was involved in an insider trading
scandal. It innovated strip financing. It engaged in several
workouts to sell off operations and raise cash to reduce debt.
It completed three exchange offers that converted debt in to
equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever
junk bond. The fresh capital had allowed TEI to acquire a
controlling interest of Phoenix Resources Company, a part of
King Resources Company. TEI purchased creditors' claims against
King that were subsequently converted into stock under the terms
of King's reorganization plan. Only two years later, cash
deficiencies forced Phoenix to sell off its nonenergy
businesses. Vulture investors tried to buy up outstanding TEI
stock. TEI sold off its own nonenergy businesses, and focused on
oil and gas exploration. An enormous oil discovery in Egypt made
the future look grand. The value of TEI stock soared. Somehow,
however, less than two years later, TEI was in bankruptcy. What
a ride!

All told, the book has 63 tables and 32 figures on all aspects
of TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial
structures that were considered. Those interested in the oil and
gas industry will find the book a primer on the subject, with an
appendix devoted to exploration and drilling, and another on oil
and gas accounting.

Harlan Platt is professor of Finance at Northeastern University.
He is president of 911RISK, Inc., which specializes in
developing analytical models to predict corporate distress.


                            *********

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.

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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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