TCR_Public/150429.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, April 29, 2015, Vol. 19, No. 119

                            Headlines

1115926 ONTARIO: Files for Bankruptcy; Creditor's Meeting May 6
ADAMANT DRI: Kurland Expresses Going Concern Doubt
AHERN RENTALS: Moody's Assigns 'B3' Rating on New 2nd Lien Notes
AHERN RENTALS: S&P Affirms 'B' Corp. Credit Rating
ALLIANCE BIOENERGY: Paritz & Company Expresses Going Concern Doubt

AMERICAN AIRLINES: S&P Assigns 'B+' Rating on 2015 Refunding Bonds
AP-LONG BEACH: Plan Scheduled for June 18 Confirmation
ARIA ENERGY: Moody's Assigns 'Ba3' Corp. Family Rating
ARMADA OIL: Recurring Losses Raise Going Concern Doubt
ARRIS GROUP: Moody's Affirms 'Ba3' CFR & Secured Debt Ratings

ATLANTIC CITY, NJ: Kevyn Orr to Leave Emergency Management Team
AXION POWER: Has Sufficient Capital Only Until Third Quarter
BUDD COMPANY: July 10 Status Hearing on Plan Filing
CAESARS ENTERTAINMENT: Claimholders Push for Involuntary
CAESARS ENTERTAINMENT: Judge Extends Deadline to Remove Suits

CAESARS ENTERTAINMENT: US Trustee to Continue Meeting on May 26
CAL DIVE: O'Melveny & Myers Approved as Bankruptcy Counsel
CAL DIVE: Proposes Derrick Offshore as Vessel Appraiser
CAMBIUM LEARNING: S&P Affirms 'CCC+' CCR, Outlook Negative
CANNABIS SATIVA: Reports $14.4-Mil. Net Loss in 2014

CENTRAL OKLAHOMA: Case Reassigned to Judge Tom R. Cornish
CHARLES RIVERS: Moody's Affirms Ba2 CFR, Outlook Positive
CHARTER COMMUNICATIONS: Cancelled TWC Deal No Impact on Moody's CFR
CHARTER COMMUNICATIONS: S&P Retains 'BB-' CCR on Watch Positive
CHEMOURS COMPANY: Moody's Assigns 'Ba3' Corporate Family Rating

CHINA FRUITS: WWC PC Expresses Going Concern Doubt
CONGREGATION BIRCHOS: Creditors' Meeting Moved to May 6
CONSTELLATION BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
CRAILAR TECHNOLOGIES: Dale Matheson Expresses Going Concern Doubt
CREEKSIDE ASSOCIATES: April 29 Hearing on JV Owner's Dismissal Bid

CREEKSIDE ASSOCIATES: Granted Exclusivity Extension Only Until June
CREEKSIDE ASSOCIATES: Lukens Wolf Okayed as Real Estate Appraiser
CROWN EUROPEAN: Moody's Assigns Ba2 Rating to EUR600MM Unsec. Notes
CYBERGY HOLDINGS: Reports $221 Million Net Loss in 2014
DUCK NECK: Case Summary & 14 Largest Unsecured Creditors

ECOTALITY INC: Reorganization Plan Deemed Effective
EFACTOR GROUP: MaloneBailey Expresses Going Concern Doubt
ENDEAVOUR INT'L: Amends Schedule of Unsec. Non-Priority Claims
ENDEAVOUR INTERNATIONAL: Panel Wants Challenge Period Extended
EOS PETRO: Has $78.8M Loss in 2014; $350K Notes in Default

ESH HOSPITALITY: Moody's Assigns 'B2' CFR, Outlook Stable
EVEREST HOLDINGS: S&P Affirms 'B-' CCR & Revises Outlook to Stable
EXIDE TECHNOLOGIES: Kelvin Chia OK'd as Committee's Foreign Counsel
EXTENDED STAY: S&P Raises Corp. Credit Rating to 'BB-'
FALCON STEEL: Modifies Confirmed Reorganization Plan

FINDEX.COM INC: D. Brooks Expresses Going Concern Doubt
FLEXPOINT SENSOR: Posts $979K Net Loss in 2014
FOODS INC: Taps Craig Hilpipre and EMA to Sell Vehicles
FREDERICK'S OF HOLLYWOOD: Has Interim OK to Pay $650,000 to Vendors
FREDERICK'S OF HOLLYWOOD: U.S. Trustee Forms 7-Member Committee

FRIENDSHIP VILLAGE: S&P Alters Ratings Outlook to Stable
GEOFFREY EDELSTEN: Firm's Mortgaged Advice Bankruptcy Ex-Doctor
GIGGLES N HUGS: De Joya Griffith Express Going Concern Doubt
GRAND CENTREVILLE: Wells Fargo Amends Chapter 11 Plan & Outline
HARROGATE INC: Fitch Affirms BB+ Rating on $11.3MM Revenue Bonds

HICKS FARMS: Case Summary & 14 Largest Unsecured Creditors
HIGH RIDGE MANAGEMENT: Seeks to Employ KapilaMukamal as Accountants
HIGH RIDGE MANAGEMENT: Seeks to Hire Markowitz Ringel as Counsel
HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Ratings
HYLAND SOFTWARE: Moody's Affirms B2 Corporate Family Rating

HYLAND SOFTWARE: S&P Affirms B Corp. Credit Rating, Outlook Stable
IGATE CORP: S&P Puts 'BB' CCR on Watch Positive
INSTITUTIONAL SHAREHOLDER: Moody's Revises Outlook to Negative
INSTITUTO MEDICO: UST Again Objects to Roth Hiring
JADE WINDS: Case Summary & 20 Top Unsecured Creditors

JAGUAR MINING: KPMG LLP Expresses Going Concern Doubt
LIONS GATE: S&P Retains 'BB-' Rating on 2nd Lien Debt Due 2022
MAGINDUSTRIES CORP: Expects to File Financial Statements by June 1
MECKLERMEDIA CORP: Marcum Expresses Going Concern Doubt
METHES ENERGIES: Incurs $1.48-Mil. Net Loss in Q1 of 2015

MICRON TECHNOLOGY: Moody's Rates 2 New Sr. Notes Tranches 'Ba3'
MICRON TECHNOLOGY: S&P Assigns 'BB' Rating on Sr. Unsecured Notes
MOBIQUITY TECHNOLOGIES: Incurs $10.5 Million Net Loss in 2014
MORTGAGE GUARANTY: Moody's Lifts Financial Strength Rating to Ba1
NICHOLS CREEK: Withdraws $14.9-Mil. Sale of Property

OAS SA: Noteholders Object to Injunction Request
OMAGINE INC: Auditor Expressess Going Concern Doubt
ONE SOURCE: Hearing on Bank's Stay Relief Motion Reset to May 13
ORGENESIS INC: Reports $790K Net Loss for Quarter Ended Feb. 28
ORLANDO GATEWAY: Section 341(a) Meeting Set for May 18

PEACHTREE CASUALTY: A.M. Best Cuts Issuer Credit Rating to 'ccc'
PG&E CORP: Ordered to Pay $1.6 Billion for Deadly Gas Blast
PORT AGGREGATES: May 20 Fixed as Claims Bar Date
PREFERRED PROPPANTS: Moody's Lowers CFR to 'Caa2', Outlook Stable
PRESTIGE BRANDS: Moody's Rates New $853MM Term Loan B-3 'B1'

PTC SEAMLESS: Files for Ch. 11 Amid Dispute with Contractor
PTC SEAMLESS: Files Schedules of Assets & Liabilities
PTC SEAMLESS: Proposes $650,000 Bridge Financing From Parent
QUICKEN LOANS: Moody's Assigns First-Time 'Ba2' Corp. Family Rating
QUICKEN LOANS: S&P Assigns 'BB' Issuer Credit Rating

QUICKSILVER RESOURCES: Reports $103M Net Loss in 2014
ROC FINANCE: Moody's Alters Outlook to Stable & Affirms Caa1 CFR
RXI PHARMACEUTICALS: Has $8.8-Million Net Loss in 2014
SAMUEL WYLY: SEC & IRS Block Sale of Woody Creek Ranch
SANTANDER ASSET: S&P Puts 'BB' Longterm CCR on Watch Negative

SEARS METHODIST: SDI Satisfies Indebtedness to Lender CVF Beadsea
SEMILEDS CORP: Reports $2.91-Mil. Net Loss for Second Quarter
SHOTWELL LANDFILL: Plan Proposes to Pay Claims Over Time
SIMPLY FASHION: Has Interim Approval of $1.25-Mil. DIP Loan
SIMPLY FASHION: Proposes to Liquidate Assets

SK FOODS: Class Counsel Directed to Escrow Bankruptcy Funds
SPECTRUM BRANDS: Fitch Affirms 'BB-' IDR, Outlook Stable
SPINE PAIN: Posts $1.69 Million Net Loss in 2014
SPOTLIGHT INNOVATION: GBH Expresses Going Concern Doubt
ST. VINCENT HOSPITAL: Moody's Affirms Ba2 Debt Rating

STERIGENICS-NORDION HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Neg
STERIGENICS-NORDION HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
TECHNIPLAS LLC: Moody's Assigns '(P)B3' Corporate Family Rating
TRANSCOASTAL CORP: Whitley Penn Expresses Going Concern Doubt
TURNER GRAIN: Co-owner Won't Be Compelled to Talk About Collapse

UNIVERSAL HEALTH: Has Until Aug. 31 to File Avoidance Actions
VICTORY CAPITAL: $50MM Loan Upsize No Impact on Moody's 'B2' CFR
WBH ENERGY: Locke Lord Approved as Counsel to the Committee
WBH ENERGY: Wants to Decide on Unexpired Leases Until Aug. 3
WBR INVESTMENT: Case Summary & 2 Largest Unsecured Creditors

XINERGY LTD: Has Interim OK to Pay $7.5-Mil. to Critical Vendors
YOU ON DEMAND: KPMG Huazhen Expresses Going Concern Doubt
ZAP: Friedman Expresses Going Concern Doubt Due to Losses
ZAYO GROUP: S&P Assigns 'B+' Rating on $2BB Senior Secured Loan
[*] Eve Karasik Joins Levene Neale Bender Yoo as Partner

[*] Moody's Says Low Oil & Natural Prices Pressure Drilling Firms

                            *********

1115926 ONTARIO: Files for Bankruptcy; Creditor's Meeting May 6
---------------------------------------------------------------
1115926 Ontario Inc. fka Benix & Co. Inc., 1677711 Ontario Inc. fka
Bowring & Co. Inc., and 2151456 Ontario Inc. fka Bombay & Co. Inc.
filed for bankruptcy on March 27, 2015, and the first meeting of
creditors will be held on May 6, 2015, at Park Inn Radission,
Toronto Airport W, 175 Derry Road East in Mississauga, Ontario, as
follows:

-- 1:00 p.m. 1115926 Ontario
-- 1:30 p.m. 1677711 Ontario
-- 2:00 p.m. 2151456 Ontario

Richter Advisory Group Inc., appointed monitor for the Companies'
case, can be reached at:

    Richter Advisory Group Inc.
    181 Bay St., Suite 3320, Bay Wellington Tower
    Toronto, ON M5J 2T3
    Tel: 514.934.3400 / 1.888.805.1793
    Fax: 514.934.3408
    Email: info@richter.ca


ADAMANT DRI: Kurland Expresses Going Concern Doubt
--------------------------------------------------
Adamant DRI Processing and Minerals Group reported a net loss of
$7.64 million on $nil in revenues for the year ended Dec. 31, 2014,
compared with a net loss of $1.90 million on $nil of revenues in
the same period last year.

Kurland and Mohidin LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company incurred a net loss of $1.9 million for the year ended Dec.
31, 2014.  It also had negative cash flows from operating
activities of $0.9 million and had a working capital deficiency of
$10.4 million.

The Company's balance sheet at Dec. 31, 2014, showed $60.6 million
in total assets, $59.9 million in total liabilities, and
stockholders' equity of $705,000.

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

                        http://is.gd/GqIHfe

Adamant DRI Processing and Minerals Group is engaged in the
mining, processing, and production of iron ore concentrate in
China.  It owns an iron ore concentrate production line on the
Zhuolu Mine, which is located in Zhuolu County, Hebei Province,
China.  Adamant DRI Processing and Minerals Group was founded in
2008 and is based in Zhangjiakou, China.


AHERN RENTALS: Moody's Assigns 'B3' Rating on New 2nd Lien Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Ahern Rentals
Inc.'s proposed senior secured second lien notes due 2023.
Concurrently, Ahern's Corporate Family Rating and Probability of
Default Ratings were affirmed at B2 and B2-PD. Although the
proposed transaction moderately increases total funded debt, it is
expected to extend Ahern's debt maturity profile and lower interest
expense thereby enhancing the overall credit profile of the
company. The ratings outlook is stable.

Proceeds from the issuance of the proposed $500 million second lien
notes are anticipated to be used primarily towards redeeming the
company's existing $420 million 9.5% senior secured second lien
notes and to a lesser extent, reduce borrowings under its ABL
facility. Proceeds will also be used towards paying a make-whole
premium, repaying a $5 million shareholder contribution and other
transaction-related fees and expenses.

Ratings assigned:

  -- Proposed $500 million senior secured second lien notes due
     2023, at B3 (LGD-5)

Ratings affirmed:

  -- Corporate Family Rating, at B2

  -- Probability of Default Rating, at B2-PD

  -- Existing $420 million second priority senior secured notes
     due 2018, at B3 (LGD-5)

  -- Outlook, Stable

The existing second priority senior secured notes due 2018 will be
withdrawn upon repayment which is expected to occur with proceeds
of the proposed refinancing. These ratings have been assigned
subject to Moody's review of final documentation following
completion of the refinancing.

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

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

The proposed notes are rated B3, one notch lower than the B2 CFR,
reflecting the junior position of the notes in the capital
structure relative to the company's $425 million asset-based
revolver. The notes are secured by a second priority lien on the
assets that secure the ABL facility.

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

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

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

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

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


AHERN RENTALS: S&P Affirms 'B' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Las Vegas, Nevada-based Ahern Rentals Inc.  The
rating outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $500 million secured second-lien notes due 2023.
The '4' recovery rating indicates S&P's expectation for average
recovery (30% to 50%; in the upper half of the range) if a payment
default occurs.

In addition, S&P affirmed its 'B' issue-level rating on the
company's existing senior secured second-lien notes due 2018.  The
recovery rating on this debt remains '4', indicating S&P's
expectation for average (30% to 50%; upper half of the range)
recovery.  S&P intends to withdraw these ratings when Ahern repays
the notes.

S&P expects Ahern to use transaction proceeds to refinance its 9.5%
senior secured second-lien notes due 2018, repay a portion of debt
outstanding under its asset-based lending (ABL) facility, repay a
shareholder contribution, and pay deal-related premiums and fees.

"The affirmation of our 'B' rating on Ahern reflects our view that
the proposed transaction does not materially change the company's
financial risk profile, while the stable outlook reflects our
expectation that it will maintain leverage of 4x to 5x and funds
from operations to total debt in the high teens," said Standard &
Poor's credit analyst Terence Lin.  "Pro forma for the transaction,
the company's debt to EBITDA ratio increased to about 4.7x from
about 4.6x at year-end 2014," he added.

S&P considers Ahern's business risk profile as "vulnerable" and its
financial risk profile as "highly leveraged."  S&P expects that
Ahern will have "adequate" liquidity during the next 12 months.

The stable outlook on Ahern reflects S&P's expectation that the
company will focus on improving leverage measures after the
transaction closes.  S&P expects Ahern to continue improving EBITDA
margins through operating leverage and strong rental utilization
and rates due to favorable demand conditions in the equipment
rental industry.

S&P could lower the rating if debt to EBITDA approaches 6x and it
do not expect it to improve over the next year.  This could occur
if U.S. construction, particularly nonresidential, was weaker than
expected, leading to lower demand for Ahern's equipment.  S&P could
also lower the rating if the company's rental equipment purchases
lead to negative free cash flow for an extended period.

Although unlikely in the next two years, S&P could raise the
ratings by one notch if Ahern were to meaningfully increase its
competitive advantage, scale, scope, and diversity, while
maintaining free operating cash flow to debt above 5%.



ALLIANCE BIOENERGY: Paritz & Company Expresses Going Concern Doubt
------------------------------------------------------------------
Alliance Bioenergy Plus, Inc., reported a net loss of $9.80 million
on $nil in revenues for the year ended Dec. 31, 2014, compared with
a net loss of $2.3 million on $nil of revenues in the same period
last year.

Paritz & Company P.A. expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company has not generated any revenue, has incurred losses since
inception, has a working capital deficiency of $2.34 million and
may be unable to raise further equity.  At Dec. 31, 2014, the
Company had incurred accumulated losses of $12.2 million since
inception.

The Company's balance sheet at Dec. 31, 2014, showed $8.33 million
in total assets, $4.28 million in total liabilities, and
Stockholders' equity of $4.06 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available for free at http://is.gd/kEIumU

West Palm Beach, Fla.-based Alliance Bioenergy Plus, Inc., is a
technology company focused on emerging technologies in the
renewable energy, biofuels and new technologies sectors.


AMERICAN AIRLINES: S&P Assigns 'B+' Rating on 2015 Refunding Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to American Airlines Inc.'s (B+/Positive/--) Trustees of the
Tulsa Municipal Airport Trust Revenue bonds, Refunding Series 2015,
due June 1, 2035.  These bonds are being issued to refund the
existing series 2000A revenue bonds, which, together with certain
other bonds, financed or refinanced the construction or acquisition
and installation of certain improvements and equipment at
American's major aircraft and engine overhaul and maintenance
facility at Tulsa International Airport.  American Airlines Group
Inc., American Airlines Inc.'s parent, guarantees the bonds.

American's rentals under a sublease of the land and facilities from
Tulsa Municipal Airport Trust (TMAT) are sufficient to pay the
bonds' principal and interest.  The bonds are secured by a
leasehold mortgage on the sublease.  S&P believes this puts
bondholders in a potentially better bargaining position with
American Airlines in any future bankruptcy proceedings than if
bondholders were secured solely by the payments.  American assumed
the related sublease in its 2011-2013 bankruptcy reorganization.

RATINGS LIST

American Airlines Inc.
Corporate Credit Rating                      B+/Positive/--

New Ratings

American Airlines Inc.
Tulsa Airport Refunding Bonds Series 2015    B+



AP-LONG BEACH: Plan Scheduled for June 18 Confirmation
------------------------------------------------------
AP-Long Beach Airport LLC is slated to present its reorganization
plan for confirmation at a hearing on June 18, 2015 at 1:30 p.m.

The Debtor has filed a reorganization plan that offers creditors
100 cents on the dollar plus interest and lets the owner retain
control of the Company.

The Debtor at a hearing on April 23 obtained approval of its First
Amended Disclosure Statement, subject to certain modifications
requested by the court.  Accordingly, the Debtor filed its Second
Amended Disclosure Statement and Plan.

Ballots are due May 29, 2015.  Abbey-Properties II LLC, the sole
member of the Debtor, will be the only party that will receive a
ballot as creditors are unimpaired under the Plan.

The confirmation hearing will be held on June 18, 2015 at 1:30 p.m.
at Crtrm 1368, 255 E Temple St., Los Angeles, CA

In full satisfaction of the DIP lender's claims, the DIP loan will
be converted to an exit financing in the amount of $38.5 million,
with interest rate of 10% per annum, and secured by first priority
liens on the Debtor's property.

Holders of general unsecured claims can expect payment on the
effective date of the Plan, which is estimated to be no later than
July 15, 2015, and in the amount of 100% of their allowed claims
plus interest at the federal judgment rate as of the Effective
Date.

Abbey-Properties II LLC's interests in the Debtor will be
transferred to a new company, LB Hangar 3205 LLC.  APII will be the
sole member of LB Hangar and thus will remain the ultimate owner of
100% of the Debtor.

According to the Debtor, the $131,690 held by the receiver, cash
collateral of the DIP Lender, an funds from Mr. Abbey will provide
funding for the payments under the Plan.

                           *     *     *

The Debtor has filed supplements to its motion for approval of the
disclosure statement prior to the April 23 hearing.  The first
supplement contains the First Amended Disclosure Statement ad Plan.
The second supplement attaches exhibits to the plan documents to
reflect two additional claims filed.  The third supplement contains
the Second Amended Disclosure Statement.

A clean copy of the Second Amended Disclosure Statement and Plan is
available for free at:

   http://bankrupt.com/misc/AP_Long_Beach_2nd_Am_DS.pdf

A red-line copy of the Second Amended Disclosure Statement is
available for free at:

   http://bankrupt.com/misc/AP_Long_Beach_2nd_Am_DS_RL.pdf

                         About AP-Long Beach

AP-Long Beach Airport LLC is a property-level subsidiary of The
Abbey Companies LLC.  The Abbey Companies and its more than 60
separate subsidiaries were founded by Donald G. Abbey,

AP-Long Beach Airport LLC is a single asset real estate that owns a
206,945-square foot building at Long Beach Airport, in Long Beach
California, that originally was an airplane hangar.  The building
is owned and operated by the company on land owned by, and leased
from, the City of Long Beach.

AP-Long Beach Airport LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on
Dec. 19, 2014.  The case is assigned to Judge Vincent P. Zurzolo.

The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman,
Esq., at Irell & Manella LLP.

The Debtor disclosed $44.6 million in assets and $34.8 million in
liabilities as of the Chapter 11 filing.


ARIA ENERGY: Moody's Assigns 'Ba3' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned a first time Ba3 Corporate
Family Rating to Aria Energy Operating LLC. Concurrently, Moody's
assigned a Ba3 rating to Aria's proposed senior secured debt
consisting of a $200 million term loan due 2022 and a $70 million
revolving credit facility due 2020. Additionally, Moody's assigned
a Ba3-PD Probability of Default Rating (PDR) and an SGL- 2
Speculative Grade Liquidity rating. Aria's rating outlook is
stable.

The proceeds from this transaction will be used to refinance Aria's
existing debt of $141 million, to fund a distribution to funds
managed by sponsor Ares EIF Management, LLC (Ares), to support
working capital requirements and for general corporate purposes and
to add cash to the balance sheet.

Aria, including Landfill Energy System Projects Holdings LLC
(LESPH), is one of the largest landfill gas (LFG) companies in the
U.S., and owns and operates 44 LFG projects across 16 states. Aria
captures the landfill gas and either uses it to generate
electricity or to produce renewable natural gas and sells the
outputs into the market. Today, Aria has approximately 266 MWe of
net capacity. Aria is owned by private equity investor funds
managed by Ares.

Assignments:

Issuer: Aria Energy Operating LLC

  -- Probability of Default Rating, Assigned Ba3-PD

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Corporate Family Rating, Assigned Ba3

  -- Senior Secured Bank Credit Facility, Assigned Ba3(LGD4)

Outlook Actions:

Issuer: Aria Energy Operating LLC

  -- Outlook, Assigned Stable

Aria's Ba3 CFR reflects the company's stable business model, which
is characterized by visible and predictable cash flow supported by
long-term purchased power contracts, sales of renewable natural gas
and renewable energy credit sales, as well as, operations and
maintenance (O&M) service contracts. Aria's small scale, with
approximately $600 million of total assets, is a constraint to the
rating, but there is some diversification in market exposure and
customer base.

"Aria's cash flow and earnings streams are based on long-term
contracts with mostly fixed prices, resulting in greater
predictability and transparency", said Jairo Chung, Analyst. "The
Ba3 rating and the stable outlook also reflect Aria's small scale
and size of individual projects as well as the company's current
structure."

Aria's power generating facilities exhibit characteristics that are
similar to base load power plants with an average capacity factor
of 90%. Also, variable production costs are significantly lower
when compared to other base load power generating facilities like
nuclear and coal-fired facilities. Aria has long-term contracts for
both landfill gas rights and sale of its output. The company also
benefits from the sale of renewable energy credits and renewable
fuel credits. Approximately, 73% of the company's projected 2015
EBITDA is related to the power segment while 24% is related to the
gas segment. The remaining 3% will be generated from Aria's O&M
contracts.

The Ba3 CFR incorporates a view that Aria, excluding LESPH, will
maintain an average ratio of CFO pre-working capital to debt in the
range of approximately 14%-17% between 2015 and 2017. The ratio of
Retained Cash Flow (RCF) to debt ratio should be in the range of 6%
to 12% and the interest coverage ratio around 3.5x during the same
time frame. At these levels, Aria's financial metrics are
consistent with the Ba-rating guidelines in our Unregulated
Utilities and Unregulated Power Companies rating methodology.
Aria's ability to expand its operations organically with minimal
capital expenditure requirement compared to other base load power
plants and renewables, and macro drivers such as growing support
for environmental compliance policies are credit positives.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectation that Aria will maintain a good liquidity profile over
the next 12 months. We expect Aria to generate enough cash
internally to meet its needs and to maintain an adequate cash
balance. Based on its highly contracted portfolio and Aria's
consistent operating performance, we expect Aria's internally
generated cash flow to be relatively predictable and enough to meet
its debt obligation. With this refinancing, Aria will have a $70
million revolving credit facility available for use. Based on the
level of its internal cash generation, we do not expect Aria to
utilize its credit facility over the next 12 months. On the other
hand, we believe Aria has limited access to alternate or "back
door" sources of liquidity, as its assets are fully encumbered;
with its lenders having a first priority lien on Aria's current and
future assets. In addition, its LFG projects are also individually
relatively small, highly specialized, and widely dispersed.

The stable outlook is based on Aria's predictable cash flow profile
derived from its existing long-term contracts for both LFG rights
and power and renewable natural gas PPAs. It also reflects Moody's
expectation that the company will be successful in renewing or
extending these contracts when they expire. Moody's also expects
Aria to maintain the average capacity factor of the fleet at 90% or
higher and to pursue a conservative growth strategy without adding
a significant amount of debt to its balance sheet.

A rating upgrade could be possible if Aria improves its financial
and credit profile meaningfully such that its CFO pre-working
capital to debt and RCF to debt ratios are above 18% and 13%,
respectively, on a sustained basis.

A rating downgrade could be possible if Aria is unsuccessful in
renewing its current long-term contracts, resulting in a material
negative impact on its financial profile; if its operations
deteriorate significantly, requiring a significant amount of
unexpected capital expenditure and additional leverage; or if its
CFO pre-working capital to debt ratio falls below 13% on a
sustained basis. Also, if Aria increases its dividend distribution
level higher than the current level, further pressuring its RCF to
debt ratio to below 6% on a sustained basis, a rating downgrade
could be considered.

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


ARMADA OIL: Recurring Losses Raise Going Concern Doubt
------------------------------------------------------
Armada Oil, Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the year ended Dec.
31, 2014.

GBH CPAs, PC, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that Armada Oil Inc.
has suffered recurring losses from operations and has a working
capital deficiency.

The Company reported net income of $1.55 million on $4.45 million
of revenues for the year ended Dec. 31, 2014, compared with a net
loss of $11.37 million on $12.44 million of revenues in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $21.3 million
in total assets, $7.3 million in total liabilities and total
stockholders' equity of $14.03 million.

A copy of the Form 10-K is available at:
                              
                       http://is.gd/Btpbxr
                          
Armada Oil, Inc., acquires, drills, develops, produces and
rehabilitates oil and gas properties.  Armada Oil has interests in
the Lake Hermitage Field, Valentine Field, Larose Field, Bay
Batiste Field, and Manila Village Field in Plaquemines and
Lafourche Parishes in Louisiana; the Vernon Field and the
Winterschied Field in Kansas; Carbon County, Wyoming; and Java
Field in New York.

The Company reported a net loss of $278,000 on $412,000 of revenues

for the three months ended Sept. 30, 2014, compared with a net loss

of $197,000 on $3.3 million of total revenues for the same period
in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $36.4 million

in total assets, $18.6 million in total liabilities and total
stockholders' equity of $17.9 million.


ARRIS GROUP: Moody's Affirms 'Ba3' CFR & Secured Debt Ratings
-------------------------------------------------------------
Moody's Investors Service affirmed ARRIS Group, Inc.'s ratings,
including its Ba3 corporate family rating and Ba3 secured debt
ratings, after it agreed to acquire competing set top box maker,
Pace Plc. The ratings outlook has been revised to stable from
positive.

ARRIS is acquiring Pace for $2.1 billion using a combination of
stock and cash. The cash portion will be funded by cash on hand and
newly issued debt. Detailed terms of the post-acquisition debt
structure, including the proportion of secured and unsecured debt
and collateral packages, have not been disclosed. The ratings on
the existing debt could be affected by the terms of the new debt.
At closing, it is anticipated that the corporate family rating will
be transferred to a new UK based entity being set up to effect the
transaction.

The affirmation of the Ba3 corporate family rating reflects the
improved market position and solid capital structure the company is
anticipated to have post closing. Leverage is not expected to be
materially impacted by the transaction. Leverage was 2.6x as of
December 31, 2014. The revision of the ratings outlook to stable
from positive reflects the size and scope of the transaction and
its inherent integration challenges. In addition, some softness is
expected in 2015 as cable industry consolidation uncertainties
dampen near term capital expenditures. Nevertheless, if the company
is successful with the integration and can realize cost and product
synergies, the transaction could materially improve the company's
business and financial profile over the medium term.

The acquisition furthers ARRIS's leadership position selling
customer premise and network equipment to broadband providers. Pace
also brings a leadership position selling equipment to satellite
television providers, a segment in which ARRIS has only a limited
presence. While the combination has significant strategic benefits
and potential cost synergies, the combined company could see some
negative pressure on revenues from overlapping customers who wish
to limit concentration with any one supplier. The transaction is
expected to close in the third quarter, subject to anti-trust
approvals. Pace is often considered a number three or four player
behind industry leaders ARRIS and Cisco.

The SGL-1 liquidity ratings reflect the very good liquidity of the
company based on a $250 million revolver ($247 available as of
December 31, 2014), cash on hand ($565 million as of December 31,
2014 and expected cash in excess of $600 at closing) and expected
free cash flow generation of well over $300 million over the next
year. Though not considered likely, the liquidity rating could be
affected by the final terms of the post-acquisition debt
structure.

Issuer: ARRIS Group, Inc.

  -- Outlook, Changed To Stable From Positive

  -- Probability of Default Rating, Affirmed Ba3-PD

  -- Speculative Grade Liquidity Rating, Affirmed SGL-1

  -- Corporate Family Rating, Affirmed Ba3

  -- Senior Secured Bank Credit Facilities, Affirmed Ba3, LGD3

The principal methodology used in these ratings 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.

ARRIS Group, Inc. is one of the largest providers of equipment to
the broad cable television industry. ARRIS Group had revenues of
$5.3 billion in 2014.


ATLANTIC CITY, NJ: Kevyn Orr to Leave Emergency Management Team
---------------------------------------------------------------
Hilary Russ, writing for Reuters, reported that lawyer Kevyn Orr
will leave Atlantic City's emergency management team, finalizing
his work on the struggling New Jersey gambling hub by the end of
the month, Governor Chris Christie's office said.

According to the report, Jones Day has announced that Mr. Orr, a
corporate bankruptcy attorney, would return to the law firm on May
1 to serve as the partner in charge of its Washington office.  Mr.
Orr left Jones Day in March 2013 when he was tapped by Michigan
Governor Rick Snyder to serve as Detroit's emergency manager, the
report related.

                          *     *     *

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.


AXION POWER: Has Sufficient Capital Only Until Third Quarter
------------------------------------------------------------
Axion Power International, Inc., reported a net loss of $18.7
million on $4.65 million in revenue for the year ended Dec. 31,
2014, compared with a net loss of $12.0 million on $10.2 million of
revenue in the same period last year.

EFP Rotenberg LLP expressed substantial doubt about the Company's
ability to continue as a going concern.  At Dec. 31, 2014 the
Company's working capital was $4.5 million.  However, the financial
resources of the Company will not provide sufficient funds for the
Company's operations beyond the third quarter of 2015.

The Company's balance sheet at Dec. 31, 2014, showed $6.85 million
in total assets, $3.91 million in total liabilities, and
stockholders' equity of $2.94 million.

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

                        http://is.gd/hZJcqj

New Castle, Pa.-based Axion Power International, Inc. is a
development stage company that was formed in September 2003 to
acquire and develop certain innovative battery technology. Since
inception, the Company has been engaged in research and
development of the new technology for the production of lead-acid-
carbon energy storage devices.


BUDD COMPANY: July 10 Status Hearing on Plan Filing
---------------------------------------------------
According to a notice, the status hearing on the filing of a plan
and disclosure statement for The Budd Company will be held on July
10, 2015, at 1:30 p.m. at 219 South Dearborn, Courtroom 682,
Chicago, Illinois.

As reported in the April 2, 2015 edition of the TCR, the Debtor's
exclusive period to propose a Chapter 11 plan expires July 31,
2015, and the period to solicit acceptances of the plan ends Sept.
30, 2015.

In seeking an extension, the Debtor explained that the Company and
its stakeholders have made significant progress in the last several
months towards resolving the complex issues that must be addressed
before the Debtor can exit chapter 11.  Among other things:

     a. the Debtor investigated claims and future rights to payment
that it may hold against its parent, ThyssenKrupp North America,
Inc. (TKNA), under the Oct. 1, 2002 Tax Sharing Agreement among
Budd, TKNA, and other affiliates of Budd ("Tax Sharing
Agreement"); and

     b. the Debtor produced to the Asbestos Committee thousands of
pages of documents potentially relevant to existing and/or future
asbestos claims.

The Debtor said it believes that significant progress will continue
to be made in the next 3 to 4 months, and that such progress will
position the Debtor to develop an (hopefully consensual) exit
strategy.

                        About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has
obligations consisting largely of medical and other benefits to
approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.


CAESARS ENTERTAINMENT: Claimholders Push for Involuntary
--------------------------------------------------------
The Statutory Unsecured Claimholders' Committee in the Chapter 11
cases of Caesars Entertainment Operating Company, Inc., et al.,
asks the Bankruptcy Court to compel the Debtors to consent to the
involuntary Chapter 11 petition.  The UCC has requested a hearing
on the matter on April 29, 2015, at 1:30 p.m.

The Committee said in court documents, "To carry out its statutory
duties to its estate, CEOC must consent to the involuntary petition
and thereby preserve the estate's ability to avoid the lien it
granted against cash less than 90 days before the filing of the
involuntary petition.  If it does not, CEOC's estate loses
approximately $200 [million to] $500 million in cash that is
otherwise available for the benefit of unsecured claim holders . .
CEOC recognizes the likely reason the involuntary petitioners filed
the involuntary petition is 'to preserve potential preference
claims related to liens on certain cash that CEOC perfected in
mid-October.'  Incredibly, CEOC never explains why its statutory
duties to preserve such preference claims for the benefit of its
estate should be ignored, although, CEOC is clearly acting under
the control of its shareholders who get released and receive
favorable settlements of their affiliates' avoidance action
liabilities" if a Chapter 11 plan based on a restructuring support
agreement is confirmed.

"CEOC is neither allowed, nor empowered, to waive that defense in
its voluntary Chapter 11 case.  CEOC does not have the right or
power to discard its preference claim unless the Court grants
approval, which would be unwarranted here.  To add insult to
injury, CEOC is retaining its right to claim it is using
unencumbered cash to pay for its attempt to forfeit its avoidance
action that would create more unencumbered cash," TheStreet quoted
the Committee as saying.

                     About Caesars Entertainment

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

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

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

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

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

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

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

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



CAESARS ENTERTAINMENT: Judge Extends Deadline to Remove Suits
-------------------------------------------------------------
U.S. Bankruptcy Judge Benjamin Goldgar has given Caesars
Entertainment Operating Company Inc. until Aug. 13, 2015, to remove
lawsuits involving the company and its affiliates.

The case brought by creditor John Harvey against the company, which
is currently pending in U.S. District Court for the Northern
District of Mississippi, is not affected by the new deadline.  

Mr. Harvey previously filed an objection, saying there is no basis
for removal of his case, which is a "non-core proceeding" and which
requires final adjudication in the district court.

Meanwhile, the court order set a May 15 deadline for Caesars
Entertainment to remove the two cases involving holders of second
priority notes after the latter opposed the extension.

                    About Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings
(IDR) and issue ratings of Caesars Entertainment Operating Company
(CEOC).  These actions follow CEOC's Chapter 11 filing on Jan. 15,
2015.  Accordingly, Fitch will no longer provide ratings or
analytical coverage for CEOC.

In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reasons.


CAESARS ENTERTAINMENT: US Trustee to Continue Meeting on May 26
---------------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Caesars
Entertainment Operating Company Inc. will continue the meeting of
creditors on May 26, 2015, at 1:00 p.m., according to a filing with
the U.S. Bankruptcy Court for the Northern District of Illinois.

The meeting will be held at the Office of the U.S. Trustee, 8th
Floor, Room 804, 219 South Dearborn, in Chicago, Illinois.

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 Caesars Entertainment

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

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

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

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

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

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

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

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

                         *     *     *

The Troubled Company Reporter, on April 27, 2015, reported that
Fitch Ratings has affirmed and withdrawn the Issuer Default Ratings
(IDR) and issue ratings of Caesars Entertainment Operating Company
(CEOC).  These actions follow CEOC's Chapter 11 filing on Jan. 15,
2015.  Accordingly, Fitch will no longer provide ratings or
analytical coverage for CEOC.

In addition, Fitch has affirmed the IDR and issue rating of
Chester Downs and Marina LLC (Chester Downs) and the ratings have
been simultaneously withdrawn for business reasons.


CAL DIVE: O'Melveny & Myers Approved as Bankruptcy Counsel
----------------------------------------------------------
The Bankruptcy Court authorized Cal Dive International, Inc., et
al., to employ O'Melveny & Myers LLP as counsel, nunc pro tunc to
the Petition Date.

George A. Davis, a senior partner and co-chair of the restructuring
practice of OMM, in an amended declaration, stated that OMM will
provide restructuring-related advice to the Debtors.

The Debtors filed a separate application to employ Richards, Layton
& Finger, P.A. as bankruptcy co-counsel.  OMM will continue to
coordinate with RLF, as well as the other professionals retained by
the Debtors, to ensure a clear delineation of the professionals'
respective roles and duties in these chapter 11 cases so as to
prevent duplication of effort.

OMM's current hourly rates for partners range from $780 to $1,175,
other attorneys’ hourly rates, including counsel positions, range
from $415 to $780, and the hourly rates charged for OMM's legal
assistants range from $175 to $350.

Prepetition, OMM assisted the Debtors in negotiations with key
stakeholders and preparing for filing the Chapter 11 cases.  For
the one year before the Petition Date, OMM has received payment
from the Debtors of $3,094,244 for legal services performed and
expenses incurred in contemplation of, or in connection with, the
Debtors' refinancing and restructuring efforts.  Because of the fee
arrangement, the Debtors provided a discount of $500,000 off of
their invoiced fees, of which they would have been able to recoup
$250,000 if there had been an out-of-court restructuring.

Lisa M. Buchanan, chief administrative officer, executive vice
president, general counsel and secretary to each of the Debtors,
avers that OMM's engagement is fair and reasonable and in the
Debtors' best interest.

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

Robert D. Tomasch, at Kurtzman Carson Consultants LLC, the claims
and noticing agent for the Debtor, said that it has served the
amended declaration of George Davis in support of the Debtors'
application to employ OMM.

                    About Cal Dive International

Cal Dive International, Inc., headquartered in Houston, Texas, is
a marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East,
and Europe, with a diversified fleet of dive support vessels and
construction barges.

Cal Dive had decided not to pay $2.2 million in interest due
Jan. 15, 2015, on its 5.00% convertible senior notes due 2017.

Cal Dive and its U.S. subsidiaries filed simultaneous voluntary
petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3,
2015.
Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.

Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.  The Debtors also
tapped Carl Marks Advisory Group LLC as crisis managers and
appoint F. Duffield Meyercord as chief restructuring officer.

The U.S. Trustee for Region 3 formed a five-member committee of
unsecured creditors in the Chapter 11 case of Cal Dive
International, Inc.



CAL DIVE: Proposes Derrick Offshore as Vessel Appraiser
-------------------------------------------------------
Cal Dive International, Inc., et al., filed an amended motion to
employ Derrick Offshore Ltd., as vessel and equipment appraiser,
nunc pro tunc to April 2, 2015.

Derrick will provide appraisal services for certain vessels,
saturation diving systems, and air dive systems.

The fees and anticipated expenses associated with Derrick's
services as appraiser total GBP850 (approximately $1,300) per
vessel appraised, GBP500 (approximately $800) per SAT System
appraised, and GBP2,500 (approximately $3800) for a summary report
of the expected value range for the Air Dive Systems.  The Debtors
expect to obtain appraisals for at least three vessels and two SAT
Systems, and to have Derrick prepare one summary value report for
Air Dive Systems.  Given its flat fee structure for appraisal, the
Debtors request that Derrick not be required to maintain time
records as it is not Derrick's general practice to keep detailed
time records similar to those kept by attorneys and other of the
retained professionals in these chapter 11 cases.

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

                    About Cal Dive International

Cal Dive International, Inc., headquartered in Houston, Texas, is
a marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East,
and Europe, with a diversified fleet of dive support vessels and
construction barges.

Cal Dive had decided not to pay $2.2 million in interest due
Jan. 15, 2015, on its 5.00% convertible senior notes due 2017.

Cal Dive and its U.S. subsidiaries filed simultaneous voluntary
petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3,
2015.
Through the Chapter 11 process, the Company intends to sell
non-core assets and intends to reorganize or sell as a going
concern its core subsea contracting business.

Cal Dive disclosed total assets of $571 million and total debt of
$411 million as of Sept. 30, 2015.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel,
O'Melveny & Myers LLP, as co-counsel; and Kurtzman Carson
Consultants, LLC, as claims and noticing agent.  The Debtors also
tapped Carl Marks Advisory Group LLC as crisis managers and
appoint F. Duffield Meyercord as chief restructuring officer.

The U.S. Trustee for Region 3 formed a five-member committee of
unsecured creditors in the Chapter 11 case of Cal Dive
International, Inc.



CAMBIUM LEARNING: S&P Affirms 'CCC+' CCR, Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
corporate credit rating on Dallas-based Cambium Learning Group Inc.
The outlook is negative.

At the same time, S&P affirmed its 'CCC+' issue-level rating on the
company's 9.75% senior secured notes due 2017 and revised the
recovery rating on this debt to '3' from '4'.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%;
higher half of the range) recovery for lenders in the event of a
payment default.

"The 'CCC+' corporate credit rating on Cambium Learning reflects
our expectation for the company to have strained liquidity during
the first half of each year because of significant working capital
requirements, weak discretionary cash flow, and a lack of a
revolving credit facility," said Standard & Poor's credit analyst
Thomas Hartman.

The negative outlook reflects S&P's view that operating performance
will remain weak, and the company's minimal discretionary cash flow
and lack of revolving credit facility may pressure liquidity.

S&P could lower its rating if it become convinced that
underperformance will result in negative discretionary cash flow
and a reduction in year-end cash balance to about $25 million.  At
this level of cash, S&P believes the company could have difficulty
working through its seasonal cash low-point during the second
quarter of each year.  This strain on liquidity could affect the
company's ability to refinance its senior secured notes due 2017 in
a timely manner.

S&P could raise the rating if the company's operating performance
stabilizes, resulting in sustainable positive discretionary cash
flow.  An upgrade could also require more than $10 million to $15
million of liquidity at the seasonal low or a comprehensive plan to
address near-term maturities.



CANNABIS SATIVA: Reports $14.4-Mil. Net Loss in 2014
----------------------------------------------------
Cannabis Sativa, Inc., reported a net loss of $14.4 million on
$7,150 in revenue for the year ended Dec. 31, 2014, compared with a
net loss of $32.6 million on $813 of revenues in the same period
last year.

HJ & Associates LLC expressed substantial doubt about the Company's
ability to continue as a going concern citing that the Company has
suffered significant cumulative net losses since inception.

The Company's balance sheet at Dec. 31, 2014, showed $3.68 million
in total assets, $3.96 million in total liabilities, and
stockholders' deficit of $279,615.

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

                         http://is.gd/HoTi92

Mequite, Nev.-based Cannabis Sativa, Inc., is in the business of
developing, manufacturing, and selling legal cannabis products
including plant-derived lotions, creams, and other formulations.
The Company markets its products through direct selling to
retailers and consumers and also through other companies.



CENTRAL OKLAHOMA: Case Reassigned to Judge Tom R. Cornish
---------------------------------------------------------
The Chapter 11 case of Central Oklahoma United Methodist Retirement
Facility, Inc., has been reassigned to Judge Tom R. Cornish,
according to an April 15, 2015 order.  The involvement of Judge
Niles L. Jackson has been terminated.

The case was originally assigned to Judge Sarah A. Hall, who
reassigned the case to Judge Jackson.

When Judge Hall reassigned the case, she also struck the hearing on
the application to approve counsel Gable & Gotwals, P.C.'s
allowance and payment of interim compensation, reimbursement of
expenses.  Judge Hall cited a conflict of interest arose when
attorneys from Mulinix, Ogden, Hall & Ludlam, P.L.L.C., entered
their appearance on creditor and party-in-interest William Hicks'
behalf.

              About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. W.D. Okla. Case No. 14-12995) on July 18,
2014.  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.

The Debtor reported $118 million in assets and $108 million in
liabilities.



CHARLES RIVERS: Moody's Affirms Ba2 CFR, Outlook Positive
---------------------------------------------------------
Moody's Investors Service affirmed Charles Rivers Laboratories
International Inc.'s Ba2 Corporate Family Rating and Ba2-PD
Probability of Default Rating. Moody's also affirmed the
Speculative Grade Liquidity Rating of SGL-1 (signifying very good
liquidity) and assigned a Ba2 rating to the company's new bank
credit facilities. Moody's also changed the outlook to positive
from stable.

The positive rating outlook reflects Charles River's improving
business fundamentals and Moody's expectation for continued organic
growth and margin stability. The positive outlook also reflects
greater business diversification following a number of acquisitions
over the past several years which should help insulate Charles
River from potential volatility in the toxicology business.
Improved diversification is also important because Moody's believes
that the research models and services ("RMS" -- which mainly
supplies rodents for scientific research) business will face
longer-term headwinds. This is because Moody's expects researchers
to reduce their utilization of research models, and pharmaceutical
companies to consolidate their R&D functions, therefore requiring
fewer models. Given these trends, the company has been taking steps
to expand and diversify its breadth of service offerings to ensure
its continued relevance to customers.

Ratings assigned:

  -- $900 million senior secured revolving credit facility
     expiring May 2020 at Ba2 (LGD 3)

  -- $400 million senior secured term loan due May 2020 at Ba2
     (LGD 3)

Moody's affirmed the following ratings:

  -- Corporate Family Rating at Ba2
  
  -- Probability of Default Rating at Ba2-PD

  -- Speculative Grade Liquidity Rating at SGL-1

Outlook Actions:

  -- Outlook, Changed To Positive from Stable

The Ba2 Corporate Family Rating reflects Charles River's leading
competitive position in its core markets, particularly in the RMS
business where it is the largest player globally. The ratings are
also supported by the company's good geographic and customer
diversity. Charles River's leverage is moderate and it generates
strong and consistent free cash flow, allowing for appropriate
reinvestment in the business and credit-enhancing acquisitions. The
ratings are constrained by the company's modest absolute size and
its focus on niche markets, some of which Moody's believes will
face longer-term headwinds due to reduced usage of models in
scientific research and customer consolidation. The ratings are
also constrained by Charles River's vulnerability to reduced R&D
budgets of customers and the negative impact on the company if
funding to biotechnology and small to medium sized pharmaceutical
companies becomes scarce. Further, the ratings reflect the
company's demonstrated appetite for debt funded share repurchases
and acquisitions, although Moody's expects that Charles River's
acquisitions will be mostly of bolt-on nature over the next 1-2
years.

Moody's could upgrade the ratings if the company demonstrates
sustained, organic revenue growth and if Moody's expects debt to
EBITDA to be sustained below 3.0 times and free cash flow to debt
above 20%.

If Charles River experiences declines in profits due to competitive
pressures or overall market contraction, such that Moody's expects
adjusted debt to EBITDA to be sustained above 4.0 times, the rating
agency could downgrade the ratings. Additionally, deterioration in
operating cash flow or a significant increase in capital
expenditures such that free cash flow to debt is sustained below
15% could result in a downgrade.

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.

Charles River Laboratories International, Inc., ("Charles River";
NYSE: CRL) headquartered in Wilmington, MA, is a contract research
organization ("CRO") that provides research tools and services for
drug discovery and development.

The company generates 39% of revenue from the RMS business, which
involves the commercial production and sale of research models
(e.g. rodents) and services to support their use in research; and
42% from the DSA business, which involves the development and
safety testing of drug candidates and 19% from the Manufacturing
Support business, which involves avian vaccine services, endotoxin
and biologics testing. The company reported revenues of
approximately $1.3 billion for the fiscal year ended December 27,
2014.


CHARTER COMMUNICATIONS: Cancelled TWC Deal No Impact on Moody's CFR
-------------------------------------------------------------------
Moody's Investors Service said that Comcast Corporation's (Comcast,
A3 positive) announced cancellation of its proposed acquisition of
Time Warner Cable, Inc. (TWC, Baa2 negative) is credit negative for
Charter Communications Inc. (Charter) but does not impact Charter's
Ba3 Corporate Family Rating (CFR). Charter will no longer achieve
benefits from a material increase in scale while holding ground on
credit metrics, and could become a more aggressive standalone
bidder for TWC. Charter has been incurring interest expense on debt
raised to fund acquisitions associated with the Comcast-TWC deal.

Before Comcast had reached an agreement to acquire TWC, Charter had
failed in its own previous attempts to strike a deal due to
valuation differences. Unless Charter can come to terms directly
with TWC management for a new merger agreement, Charter will lose
the expected benefits of scale it would have gained through
previously agreed upon transactions related to Comcast's
acquisition of TWC. Charter's equity price has risen significantly
in recent fiscal quarters which may help narrow the valuation
differences between the companies in Moody's view. Its proposed
acquisition of Bright House Networks, which Moody's also considered
credit positive due to the significant equity component of the
purchase price as well as the further increase in scale, was also
contingent on the Comcast transactions and therefore will not occur
without a renegotiation. Finally, as Moody's believes Charter will
again seek to acquire TWC on its own or possibly with other
partners, it is reasonably likely lead to an increase in leverage.

Furthermore, Charter has been paying interest expense on debt
incurred to fund the Comcast transactions, now a sunk cost with no
associated cash flow benefit. The company already raised
approximately $7 billion of debt to fund the previously agreed upon
transactions with Comcast whereby Charter would have acquired
approximately 2.9 million former TWC subscribers. Charter would
also have acquired an approximately 33% ownership stake in a new
publicly-traded cable provider (GreatLand) which was to be spun-off
from Comcast serving approximately 2.5 million customers. Moody's
estimates Charter paid about $175 million of interest expense on
this debt so far, which was raised in the third quarter of 2014 and
is currently in escrow and expected to be release due to
termination of the transaction. Charter, however, has refinanced
approximately $2.7 billion worth of debt last week, which Moody's
expects will lower their annual interest expense about $40 million.
In 2014, Charter generated free cash flow of approximately $138
million and paid cash interest of approximately $850 million.

One of the largest domestic cable multiple system operators serving
approximately 4.3 million residential video customers (6.2 million
customers in total), Charter Communications Inc. maintains its
headquarters in Stamford, Connecticut. Its annual revenue is
approximately $9.1 billion.


CHARTER COMMUNICATIONS: S&P Retains 'BB-' CCR on Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Stamford, Conn.-based Charter Communications Inc., including its
'BB-' corporate credit rating on the company, remain on
CreditWatch, where S&P placed them with positive implications on
March 31, 2015.

"The continued CreditWatch listing reflects that a one-notch
upgrade on Charter is still possible over the next few months,
despite Comcast's dropped bid to acquire TWC," said Standard &
Poor's credit analyst Michael Altberg.

The termination of the merger agreement between Comcast and TWC
results in the unwinding of a series of contingent transactions
with Charter, including the acquisition of 1.4 million TWC
subscribers, the exchange of 1.6 million subscribers with Comcast,
and the acquisition of a 33% stake in spin-off GreatLand
Connections Inc.  In addition, Charter will have to potentially
renegotiate its $10.4 billion acquisition of BHN.

In addition to a potential renegotiation with BHN, S&P believes
that Charter will continue to look at alternative options around
consolidation, which could include a second attempt to acquire TWC.


The continued CreditWatch listing reflects the potential for a
one-notch upgrade over the next few months, depending on the terms
and funding mix of potential acquisitions, including but not
exclusive to BHN.  While a potential renegotiation with BHN could
take place over the next 30 days, the timeframe for when and if
Charter pursues additional acquisitions is uncertain.  As a result,
a resolution of the CreditWatch listing could extend beyond S&P's
typical 90-day timeframe.  In addition, if the CreditWatch listing
becomes prolonged because of continued uncertainty around Charter's
acquisition strategy, S&P could choose to affirm all ratings on the
company until additional information becomes available.



CHEMOURS COMPANY: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a first time Ba3 Corporate
Family Rating to The Chemours Company -- the Titanium Technologies,
Fluoroproducts and Chemical Solutions businesses soon to be spun
off as an independent public company from E. I. du Pont de Nemours
and Company (DuPont). Other ratings assigned include the senior
secured bank term loan B rating of Ba1, senior secured bank
revolver rating of Ba1, senior unsecured notes rating of B1 and a
Speculative Grade Liquidity rating of SGL-2. The outlook is
stable.

The ratings incorporate Moody's understanding that Chemours and
DuPont will complete the spin on or about July 1, 2015; (i) that
all intercompany transfers and transactions, including dividends,
capitalization, working capital and cash balances will occur as
management has described to Moody's; (ii) that Chemours will be
capitalized on a standalone basis with no parent guarantees and
will trade as an independent company following the completion of
the spin; and (iii) that Chemours will have balance sheet funded
debt of $4.0 billion, consisting of $2.5 billion of senior
unsecured notes, $1.5 billion of senior secured Term Loan B, and a
$1.0 billion undrawn revolver. The rated debt at Chemours is
expected to benefit from full guarantees from all domestic
subsidiaries (other than unrestricted subs).

"A strong asset base in titanium dioxide pigments and a well
positioned franchise in fluoroproducts provide immediate strengths
to the credit and allow some offset to a financial leverage
position that is initially stressed for the assigned ratings,"
according to Joseph Princiotta, VP -- Senior Analyst at Moody's.

Issuer: Chemours Company (The)

  -- Corporate Family Rating, Assigned Ba3

  -- Probability of Default Rating, Assigned Ba3-PD

  -- Speculative Grade Liquidity Rating, Assigned SGL-2

  -- Senior Secured Bank Credit Facility (Local Currency),
     Assigned Ba1, LGD2

  -- Senior Secured Bank Revolver (Local Currency), Assigned Ba1,
     LGD2

  -- Senior Unsecured Regular Bond/Debenture (Local Currency),
     Assigned B1, LGD5

The Ba3 CFR reflects Chemours position as the leading global
producer in TiO2 pigments, where Chemours scale, technology and ore
flexibility allow for industry leading margins, as evident by the
fact that margins are still strong despite weak industry
conditions. Other strengths include leading market positions across
much of the fluoroproducts branded franchise, which Moody's
believes has good growth opportunities from the new generation of
refrigerant products; and a solid management team as most of the
senior managers have long tenures in their positions while the
business was run as a DuPont segment. In addition, Moody's believes
that Chemours will have significant cost reduction opportunities
once it establishes itself as an independent public company.

The ratings are currently constrained by the high financial
leverage, a high anticipated dividend payout relative to earnings
and cash flow, weak industry conditions currently in TiO2 markets,
which tend to be volatile as well as cyclical, and expectations of
limited free cash flow initially. Other credit weaknesses include
limited diversification as TiO2 and Fluoroproducts account for
roughly 95% of EBITDA, albeit these two segments don't necessarily
move in tandem. The lack of a track record as an independent
company, the challenges associated with transitioning to a
freestanding company, exposure to ongoing environmental costs and
numerous environmental sites; and significant near term litigation
risk stemming from the upcoming personal injury trials associated
with PFOA, all represent additional risks in the credit profile,
according to Moody's.

Chemours metrics will initially be weak for the Ba3 CFR; pro forma
leverage at spin is estimated to be 4.7x (including Moody's
adjustments for pensions and operating leases). Despite reasonable
overall margins (including current TiO2 'trough' or near trough
margins of 24% in 2014), Chemours free cash flow in the near term
is expected to be limited, mainly as a result of the anticipated
high dividend payout ($400 million p.a.) and high capex (roughly
$600 million in 2014, tapering off to roughly $400 million by
2016). Moreover, first quarter 2015 performance chemicals segment
results reported by DuPont show volume and price declines in TiO2,
suggesting further downside to this cycle is possible.
Consequently, Moody's believes Chemours prospects for meaningful
debt reduction are likely to be nil or limited in 2015 and probably
2016 as well.

However, the expectation of topline growth from new and existing
products, combined with cost reduction opportunities over the next
couple of years, are expected to support modest EBITDA growth and
improve metrics by year end 2016 to levels more consistent with or
in better proximity to the assigned ratings, Moody's added.

Among the top growth drivers, in fluorochemicals, the EU mandated
regulations are expected to drive growth in the new generation of
environmentally friendlier automotive refrigerants (HFOs). Chemours
is estimating its new HFO category product -- Opteon YF -- will be
a high growth, high margin product. DuPont reported in its Q1
earnings call that sales of Opteon YF were up over 30% year over
year on continued adoption by automotive OEMs. In addition, the
phase-out of the older generation R22 and R134 refrigerants is
expected to contribute to profitability (as is often the case when
a product is phased out). Other noteworthy opportunities in
fluoropolymers include modest growth of Viton (applications in wire
and cable markets) and growth in high end markets for PTFE resin
which has a variety of end uses.

Growth beyond 2016 is likely to benefit from the mid-2016 start up
of the 200,000 metric tonne TiO2 expansion in Altamira, Mexico.
Even in the absence of better TiO2 industry conditions, Altamira
volumes are expected to contribute to profit growth owing to
superior ore flexibility, technology and scale advantages. The
completion of Altamira, in addition to Chemours plants in Tennessee
and Mississippi, provide Chemours with a formidable lineup of the
three largest chloride-based TiO2 facilities in the world, Moody's
commented.

With respect to the TiO2 cycle, Moody's believes Chemours is
unlikely to benefit from a resurgence in TiO2 markets anytime soon,
possibly at least through the end of 2016. Nonetheless, a cyclical
recovery, when it comes, offers the potential for considerable
upside to Chemours margins and metrics. For perspective, Chemours'
TiO2 EBITDA margin was an industry leading 44% during peak-like
conditions only a few years ago.

On the cost side, Moody's believes that the near term challenges
and costs to establish standalone, public-company-ready functions
-- i.e. legal, IT, finance, IR, HR, sourcing, logistics, etc. --
will yield a sub-optimal cost structure initially. The transition
to a freestanding enterprise represents a near term risk in the
credit profile, notwithstanding Moody's confidence in management's
capabilities. Delays or problems on this front could affect
performance and cash flows. Going forward, Moody's believes that
Chemours will have significant cost reduction opportunities once it
establishes itself as an independent public company.

Chemours faces near term legal challenges associated with
perfluorooctanoic acid (PFOA), processing aids used in the past to
make certain resins at various DuPont sites around the world. In
2012, an independent science panel of experts (the C8 science
panel) concluded that there's a "probable link" between PFOA and
certain illnesses. As of December 31, 2014 there were roughly 2900
lawsuits against Chemours alleging personal injury claims from
exposure to PFOA in drinking water, with two trials, each with one
plaintiff, scheduled for September and November of this year. Four
more such trials are slated for 2016. A pattern of adverse jury
decisions could heighten the risk that a meaningful liability
accrues to Chemours related to this problem.

Chemours SGL-2 rating indicates good liquidity and reflects its
ability to meet 100% of its internal needs from cash and cash flow;
the new $1.0 billion revolver is not expected to be drawn at year
end but will be used for seasonal working capital needs. On a
quarterly basis, working capital consumes cash in the first half of
the year, with a significant source of cash through release of
working capital generated in the second half of the year that may
be applied to TLB reduction. The revolver will have maximum net
debt/EBITDA and minimum fixed charge maintenance covenants. The TLB
will not have Maintenance covenants.

The stable outlook incorporates Moody's expectation that Chemours
credit metrics improve in the medium term (likely by the end of
2016) to levels more consistent with or in better proximity to the
assigned ratings. The stable outlook also assumes that the
accordion feature in the bank facilities will not be utilized and
instead debt reduction will be management's focus going forward.

Moody's could lower the ratings if debt/EBITDA (including Moody's
adjustments to pensions and operating leases) fails to improve on a
sustained basis to under 4.2x, or Retained Cash Flow/ Total Debt
fails to improve to 9%, within a reasonable time period.
Difficulties in transitioning to a freestanding company that cause
a drain on cash and increase leverage could also lead to a
downgrade. Adverse developments in the PFOA litigation that
manifest in a meaningful liability, or that consume significant
cash and impede management's ability to improve metrics, could also
result in a downgrade.

Moody's could raise the ratings if debt/EBITDA (including Moody's
adjustments) were to improve to 3.6x and RCF/TD were to improve to
14%, again both on a sustained basis, but only if there's better
visibility in the potential liability associated with PFOA
litigation.

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

The Chemours Company headquartered in Wilmington, Delaware, is a
leading global provider of performance chemicals through three
reporting segments: Titanium Technologies, Fluoroproducts and
Chemical Solutions. Revenues in 2014 were roughly $6.4 Billion.


CHINA FRUITS: WWC PC Expresses Going Concern Doubt
--------------------------------------------------
China Fruits Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K for the fiscal year ended
Dec. 31, 2014.

WWC P.C., expressed substantial doubt about the Company's ability
to continue as a going concern, citing the Company had incurred
substantial losses in previous years.

The Company reported net income of $1.55 million on $32.6 million
in revenue for the year ended Dec. 31, 2014, compared with net
income of $167,000 on $9.37 million of revenues in the same period
last year.

The Company's balance sheet at Dec. 31, 2014, showed $29.2 million
in total assets, $25.2 million in total liabilities, and
stockholders' equity of $4.03 million.

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

                       http://is.gd/ErvGPV

China Fruits Corp. (CHFR:OTC US) is engaged in the manufacturing,
trading and distributing of fresh tangerines and other fresh fruits
in China.  The Company's primary facility in Nan Feng County, China
has a total land area of 755,228 square feet, including
manufacturing plants of 340,570 square feet and office buildings of
19,267 square feet.


CONGREGATION BIRCHOS: Creditors' Meeting Moved to May 6
-------------------------------------------------------
The U.S. Trustee for Region 2 announced that the meeting of
creditors of Congregation Birchos Yosef has been rescheduled to May
6, 2015, at 1:00 p.m.

The meeting will take place at 300 Quarropas Street, Room 243A, in
White Plains, New York.

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

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

                  About Congregation Birchos Yosef

Congregation Birchos Yosef is a religious corporation which was
formed on Jan. 16, 1985 for the purposes of creating and
maintaining a "House of Worship" in accordance with the traditions
of the Hebrew faith and to serve and advance the affairs of the
surrounding community under the leadership of the Grand Rebbe of
Nikolsburg.  Its principal office is located at 201 Route 306,
Monsey, New York.  It has real properties located in Spring Valley
and Monsey, New York.

Congregation Birchos Yosef sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 15-22254) in White Plains, New York, on Feb. 26,
2015.  Breindy Lebovits signed the petition as vice-president.  The
Debtor estimated assets and debt of $10 million to $50 million.

Douglas J. Pick, Esq., at Pick & Zabicki LLP, in New York,
represents the Debtor as counsel.

The schedules of assets and liabilities are due March 12, 2015. The
Debtor has until June 26, 2015, to exclusively file a Chapter 11
plan and disclosure statement.


CONSTELLATION BRANDS: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
Constellation Brands Inc. (Constellation) and for CIH International
S.a.r.l. at 'BB+'. Fitch has upgraded the senior secured revolver
facility and term loans to 'BBB-' from 'BB+'. Fitch has also
assigned recovery ratings to the various tranches of debt as
discussed further in the release. The Rating Outlook is Stable.

KEY RATING DRIVERS

Leading Market Positions

Constellation's ratings consider the company's leading market
positions and well-known portfolio of wine, spirits and beer
brands. According to the company, Constellation is the third
largest U.S. beer company overall with 50% volume share in the
import segment due to its Mexican beer portfolio that contains five
of the top 15 U.S. imported beers.

Constellation is also one of the world's largest wine producers,
with a good position in growing premium brands, and the producer of
one of the fastest growing premium brand vodkas, Svedka.
Constellation will need to focus though on improving wine growth as
the company's performance declined in fiscal 2015 as the wine
portfolio lagged the overall U.S. category causing wine dollar
market share to erode slightly, driven by competition in the
super-premium price segment. Fitch's forecast assumes modest growth
in wine revenue for fiscal 2016 after a 1.2% decline in fiscal
2015.

Premiumization Driving Growth

The $4.7 billion Modelo acquisition which closed in fiscal 2014,
materially increased Constellation's diversity, scale and exposure
to above average market growth rates in the beer segment. For
fiscal year 2015, Constellation generated 60% of segment operating
income from the beer business compared to approximately 40% in
fiscal 2013 and grew beer depletion volumes by 8.3%. Fiscal year
2016 expectations for beer shipment volume growth is in the 6%
range.

Comparatively, the overall U.S. beer industry increased in the
low-single digits for 2014 after generally experiencing low-single
digit declines during the past several years due to share loss as
the millennial generation shifted preferences into wine and spirits
along with a recessionary macroeconomic environment. As
premiumization continues to affect the beer market, consumers are
trading up for higher-quality, flavorful products in above-premium,
super-premium including hard cider and flavored malt beverages,
craft and import offerings. While several imported beer segments
are experiencing declines, Mexican imports continue to grow and
have been the primary imports growth driver during the past several
years.

As such, Fitch believes Constellation is better positioned to
capture long-term growth in the beer industry due to several
factors including the expected sizeable increase in Hispanic
consumers reaching the legal drinking age. Additionally, the
company expects to grow distribution and expand drinking occasions
by significantly increasing draft and can consumption.
Constellation currently has low single digit penetration in these
packaging formats, substantially lower than industry average.

Thus, Fitch expects Constellation will generate increased cash
flows driven by the above strong underlying fundamentals, further
leverage of new product development innovation, and the potential
for increased cost of goods sold efficiencies as the company brings
expansion capacity on-line. Fitch's forecast assumes gross margin
expansion of 40 basis points in fiscal 2016 and another 70 basis
points in fiscal 2017.

Leverage In-line with expectations, Improvement Anticipated

While total debt levels increased in fiscal 2015 due to sizeable
new capital investment initiatives and the glass plant acquisition,
the effect on leverage remained neutral. Leverage (total
debt-to-EBITDA) was 4.2x at the end of fiscal year 2015, which is
in-line with Fitch's expectations at the time of the Modelo
acquisition closing for leverage at the lower end of the 4.0x-4.5x
range.

Constellation is on-track to further reduce leverage through EBITDA
growth to the upper 3x range during fiscal 2016. The substantial
investments in the beer segment reflect stronger underlying growth
in revenue, profitability and cash flows than previously
anticipated. Lease adjusted funds from operations (FFO) gross
leverage was approximately 5x as of Feb. 28, 2015. Fitch also
expects FFO adjusted leverage to gradually improve over the
forecast to the mid 4x range by fiscal 2017.

Solid Liquidity and Profitability Underpin Financial Profile

Free cash flow (FCF; defined as cash from operations less capital
spending less dividends) for the latest 12 month (LTM) period
ending Feb. 28, 2015 was $362 million which was above Fitch's
expectations of approximately $300 million. Fitch's FCF
expectations in fiscal year (FY) 2016 are for a deficit of $100
million due to the peak in brewery investment for the Nava brewery
and the initiation of a dividend ($240 million in fiscal 2016). In
FY2017, Fitch expects FCF of at least $350 million as expansion
capital spending ramps down.

The company had a cash position of $67 million as of Nov. 30, 2014.
Constellation had approximately $606 million of availability under
its $850 million revolving secured credit facility that matures in
2018 as of Dec. 31, 2014. Constellation also has two accounts
receivable securitization facilities that provide additional
borrowing capacity from $190 million up to $290 million and from
$100 million up to $160 million structured to account for the
seasonality of the company's business. Availability on the
facilities was $275 million and $110 million respectively as of
Nov. 30, 2014.

Upcoming debt maturities in fiscal 2017 include $700 million of
7.25% notes. Annual amortization requirements for the next three
fiscal years are approximately $129 million in FY2016, $172 million
in FY2017 and $172 million in FY2018.

Constellation's profitability metrics are strong and relatively
consistent, reflective of an investment grade profile. Metrics
include FFO margin, EBIT, EBITDAR, FCF margin and profit volatility
although FCF is under substantial pressure in fiscal 2016 before
rebounding in fiscal 2017. Constellation estimates operating
margins within the beer segment will increase to the mid-30s range
from 31.9% for fiscal 2015 as production is consolidated to the
more efficient Nava brewery beginning at the end of 2015 and
continuing through mid-2016. Fitch believes this margin expansion
opportunity is reasonable although timing could vary depending on
execution. Constellation will leverage natural freight cost
opportunities and the decrease in sourcing from non-owned breweries
to better enable the operating leverage inherent within its
fixed-cost structure.

Initiation of Quarterly Dividend

In April 2015, Constellation announced the company's first ever
quarterly dividend. The initial quarterly cash dividend will be
$0.31 per share of class A common stock and $0.28 per share of
class B common stock. Over the longer term, Constellation will
target its dividend payout ratio in the range of 25%-30% of net
income, which Fitch views as an appropriate dividend payout.

Constellation had suspended share repurchases at the time of the
initial announcement of the Modelo transaction to manage the
company's financial metrics post-acquisition. Fitch expects
Constellation will begin repurchasing shares in fiscal 2017 as FCF
generation returns and leverage is less than 4x.

Assignment of Recovery Ratings

Fitch has assigned recovery ratings (RRs) to the various debt
tranches in accordance with criteria, which allows for the
assignment of recovery ratings for issuers with IDRs in the 'BB'
category. Given the distance to default, recovery ratings in the
'BB' category are not computed by bespoke analysis. Instead, they
serve as a label to reflect an estimate of the risk of these
instruments relative to other instruments in the entity's capital
structure.

Fitch has upgraded and assigned recovery ratings on CIH
International's secured Euro term loans at 'BBB-/RR1' and for
Constellation's secured revolving credit facility and term loan A
facilities at 'BBB-/RR2' from 'BB+'. Constellation's bank
obligations and the European borrower's bank obligations are
secured by a 100% pledge of certain material U.S. subsidiaries and
a 65% pledge of certain foreign subsidiaries and foreign holding
companies. The European Borrower's obligations are additionally
secured by a 100% direct pledge of certain other foreign
subsidiaries which includes the Mexican brewery held by CIH
Holdings Mexico and the IP rights at the CI Cerveza subsidiary.

Fitch believes the additional stock pledge for the European
borrower reflects a superior recovery position at 'RR1'. Unsecured
debt will typically achieve average recovery and the senior
unsecured note at Constellation are therefore rated 'BB+/RR4'.

KEY ASSUMPTIONS

Additional key assumptions within Fitch's fiscal 2016 rating case
for the issuer include:

   -- Consolidated revenue growth of almost 5% supported by
      shipment volume growth in the beer segment of approximately
      6% and in the wine and spirits segment of approximately
      0.5%;

   -- Gross margin improving 40 basis points to 44.2% in fiscal  
      2016 and another 70 basis points in fiscal 2017;

   -- Operating income margin improvement for the beer segment of
      approximately 100 basis points to 33%; slight decline in
      operating income margin in the wine and spirits segment to
      the low 23% range;
   -- EBITDA growth of 8% to $1.9 billion;

   -- FCF deficit of approximately $100 million with FCF improving

      in fiscal 2017 to approximately $350 million for a FCF
      margin of approximately 5%;

   -- Total debt to EBITDA leverage of 3.8x-3.9x by the end of
      FY2016 with the potential for further improvement to the mid

      3x range in FY2017 depending on capital allocation
      decisions.

RATING SENSITIVITIES

While a ratings upgrade is not anticipated over the next 12 months,
future developments that may, individually or collectively, lead to
a positive rating action include:

   -- Leverage such that total debt-to-operating EBITDA is under
      3.5x or FFO adjusted leverage is under 4.5x on a sustained
      basis;

   -- Stable volume trends for their primary brands;

   -- Maintain EBIT margin in the mid 20% range and EBITDAR margin

      of at least 30%;

   -- Demonstrated ability to improve and sustain FCF margin above

      3.5%.

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

   -- Deterioration in volume trends leading to market share
      losses;

   -- Significant and ongoing deterioration in profitability due
      to competitive activity;

   -- Increased leverage such that total debt-to-operating EBITDA
      moves above the low 4x range or FFO adjusted leverage that
      moves above the low 5x range on a sustained basis.

Fitch has taken the following actions, including assigning recovery
ratings as follows.

Fitch has affirmed the following ratings:

Constellation (Parent)

   -- Long-term IDR at 'BB+';
   -- Senior unsecured notes at 'BB+/RR4'.

CIH International S.a.r.l. (Wholly Owned Subsidiary)

   -- Long-term IDR at 'BB+'.

Fitch has upgraded the following ratings:

Constellation

   -- $850 million senior secured revolver facility to 'BBB-/RR2'
      from 'BB+';
   -- $477 million senior secured term loan A to 'BBB-/RR2' from
      'BB+';
   -- $243 million senior secured term loan A-1 to 'BBB-/RR2' from

      'BB+';
   -- $624 million senior secured term loan A-2 to 'BBB-/RR2' from

      'BB+.

CIH International S.a.r.l.

   -- $463 million European senior secured term loan A to 'BBB-
      /RR1' from 'BB+;
   -- $985 million European senior secured term loan B-1 to 'BBB-
      /RR1' from 'BB+.



CRAILAR TECHNOLOGIES: Dale Matheson Expresses Going Concern Doubt
-----------------------------------------------------------------
CRAiLAR Technologies Inc. reported a net loss of $14.2 million on
$4.2 million in revenues for the year ended Dec. 27, 2014, compared
with a net loss of $15.2 million on $587,000 of revenues in the
same period last year.

Dale Matheson Carr-Hill Labonte LLP, expressed substantial doubt
about the Company's ability to continue as a going concern, citing
that the Company has incurred losses in developing its business,
and further losses are anticipated in the future.  The Company
requires additional funds to meet its obligations and the costs of
its operations and there is no assurance that additional financing
can be raised when needed.

The Company's balance sheet at Dec. 27, 2014, showed $16.2 million
in total assets, $23.5 million in total liabilities, and a
stockholders' deficit of $7.27 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at http://is.gd/o62I7c

CRAiLAR Technologies Inc., a development stage company, is engaged
in the business of technological development and of natural
sustainable fibers.  It primarily deploys and produces its
proprietary CRAiLAR Flax fibers, as well as CRAiLAR processing
technologies targeted at the natural yarn and textile, and the
cellulose pulp and composites industries.  The company develops
CRAiLAR Fiber for textiles, which is flax, hemp, or other
sustainable bast fiber available in various blends, textures,
colors, and applications; and CRAiLAR technologies for the
processing of cellulose-based fibers in pulp and paper, and high
grade dissolving pulp for use in the additives, ethers, and the
performance apparel industries. It also processes CRAiLAR shive
and seed products.  The company was formerly known as Naturally
Advanced Technologies Inc. and changed its name to Crailar
Technologies Inc. in October 2012.  Crailar Technologies Inc. was
founded in 1998 and is headquartered in Victoria, Canada.



CREEKSIDE ASSOCIATES: April 29 Hearing on JV Owner's Dismissal Bid
------------------------------------------------------------------
Creekside Associates, Ltd., is telling the Bankruptcy Court that
the motion by its lender to dismiss the Debtor's Chapter 11 case
should be denied because it is "drastic" and "unwarranted."

The Debtor explained that it filed the case to achieve a valid
bankruptcy purpose and not merely to obtain a litigation advantage
against secured lender and with the sewer authority.  The Debtor
has two significant, interlocking disputes, neither of which has
been resolved outside of bankruptcy, nor would any non-bankruptcy
resolution be a complete resolution.

The Court will convene a hearing on April 29, 2015, at 1:30 p.m.,
to consider lender Creekside JV Owner, LP's motion to dismiss the
Debtor's case.

JV Owner requested for the dismissal of the Debtor's case on these
grounds:

   i) the case has not been filed in good faith;
  ii) the Debtor is unable to confirm a plan; and
iii) the interests of creditors and the Debtor would be better
served by the dismissal.

The Buck County Water and Sewer Authority joined JV Owner in its
motion to dismiss.

JV Owner is represented by:

        John C Goodchild, III
        MORGAN LEWIS & BOCKIUS LLP
        1701 Market Street
        Philadelphia, PA 19103
        Tel: (215) 963-5000
        E-mail: jgoodchild@morganlewis.com

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor disclosed $93,352,652 in assets and $88,100,436 in
liabilities.

The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.


CREEKSIDE ASSOCIATES: Granted Exclusivity Extension Only Until June
-------------------------------------------------------------------
The Bankruptcy Court granted Creekside Associates, Ltd., an
extension of its exclusive period to file a Chapter 11 plan until
June 22, 2015, and the period to solicit acceptances for that plan
until Aug. 21.

The Debtor had asked the Court to extend its exclusive periods to
file a plan until Aug. 18, 2015, and solicit acceptances for that
plan until Oct. 19, 2015.

Lender Creekside JV Owner, LP, sole creditor of the Debtor, opposed
to the exclusivity extension, stating that there is no reason to
leave creditors hostage to the desires of the Debtor's equity
holder.  JV Owner says that the Court must deny the motion and
permit the lender to file a plan that pays all creditors
immediately and in full.  Additionally, according to JV Owner, the
Debtor has not shown that it can successfully reorganize.

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor disclosed $93,352,652 in assets and $88,100,436 in
liabilities.

The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.


CREEKSIDE ASSOCIATES: Lukens Wolf Okayed as Real Estate Appraiser
-----------------------------------------------------------------
Creekside Associates, Ltd., received bankruptcy court approval to
employ Valbridge Property Advisors/Lukens & Wolf, LLC, as real
estate appraiser, nunc pro tunc to April 9, 2015.

Valbridge is expected provide appraisal of the property known as
Creekside Apartments, which is 1,000+ unit complex located at 2500
Knights Road, in Bensalem, Pennsylvania.

Richard F. Wolf, managing director of Valbridge with office at 150
S. Warner Road, Suite 440, King of Prussia, Pennsylvania, told the
Court that Valbridge will receive a flat fee of $7,000 for the
appraisal.

To the best of the Debtor's knowledge, Valbridge does not have
interest adverse to the Debtors or party-in-interest.

Lender Creekside JV Owner expressed that it has no objection to the
motion.

                    About Creekside Associates

Creekside Associates, Ltd., owns and operates the Creekside
Apartments, a 1000+ unit apartment complex located at 2500 Knights
Road, Bensalem, Pennsylvania.

Creekside Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19,
2014.  The case is assigned to Judge Stephen Raslavich.  The
Debtor disclosed $93,352,652 in assets and $88,100,436 in
liabilities.

The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys
and Kaufman, Coren & Ress, P.C., as special counsel.


CROWN EUROPEAN: Moody's Assigns Ba2 Rating to EUR600MM Unsec. Notes
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior unsecured notes of Crown European Holdings S.A., a
subsidiary of Crown Holdings, Inc. In addition, Crown Holdings,
Inc.'s Ba2 corporate family, Ba2-PD probability of default, and
other instrument ratings are unchanged. The ratings outlook is
stable. The proceeds of the new EUR600 million senior unsecured
notes due 2025 will be used to refinance the existing $675 million
senior secured term loan B due February 2022.

Crown European Holdings S.A.

  -- Assigned new EUR600 million senior unsecured notes due 2025,
     Ba2 (LGD 3)

The following ratings are unchanged:

Crown Holdings, Inc.

  -- Corporate Family Rating, Ba2

  -- Probability of Default Rating, Ba2-PD

  -- Speculative Grade Liquidity Rating, SGL-2

Crown Americas, LLC

  -- $450 million US Revolving Credit Facility due December 2018,
     Baa3 (LGD 2)

  -- $875 million senior secured term loan A due December 2018,
     Baa3 (LGD 2)

  -- $362 million senior secured term loan A due December 2019,
     Baa3 (LGD 2)

  -- $675 senior secured term loan B due February 2022, Baa3
     (LGD2) (to be withdrawn at the close of the transaction)

  -- $700 million senior unsecured notes due February 2021, Ba3
     (LGD 5)

  -- $1,000 million senior unsecured notes due January 2023, Ba3
     (LGD 5)

Crown Cork & Seal Company, Inc.

  -- $63.5 million senior unsecured notes due December 2096, B1
     (LGD 6)

  -- $350 million senior unsecured notes due December 2026, B1
     (LGD 6)

Crown European Holdings S.A.

  -- $700 million European revolving credit facility due December
     2018, Baa3 (LGD 2)

  -- EUR700 million senior secured Term Loan A due December 2018,
     Baa3 (LGD 2)

  -- EUR650 million senior unsecured notes due July 2022, Ba2
    (LGD 3)

Crown Metal Packaging Canada LP

  -- $50 million Canadian revolving credit facility due December
     2018, Baa3 (LGD 2)

The ratings outlook is stable.

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

Crown's Ba2 Corporate Family Rating reflects the company's position
in an oligopolistic industry, relatively stable end markets and
improved profitability. The rating is also supported by the high
percentage of business under contract with strong raw material cost
pass-through provisions, higher margin growth projects in emerging
markets and good liquidity. Crown's broad geographic exposure,
including a high percentage of sales from faster growing emerging
markets, is both a benefit and a source of some potential
volatility.

The rating is constrained by the company's concentration of sales,
exposure to weak international markets, especially Europe, and
risks inherent in its strategy to grow in emerging markets. The
rating is also constrained by the ongoing asbestos liability and
the integration risk inherent from two recent, sizeable
acquisitions. The company has exposure to segments which can be
affected by weather and crop harvests and to mature industry
sectors like carbonated soft drinks. Approximately 50% of sales
stem from the sale of beverage cans. Crown is also completely
concentrated in metal packaging, which may be subject to
substitution with other substrates in certain markets depending on
relative pricing and new technologies.

The ratings outlook is stable. The stable outlook reflects an
expectation that Crown will dedicate sufficient free cash flow to
debt reduction to improve credit metrics to a level commensurate
with the rating category over the intermediate term.

The ratings could be downgraded if Crown fails to improve credit
metrics over the intermediate term, there is a deterioration in the
cushion under existing financial covenants, and/or a deterioration
in the competitive or operating environment. Additionally, a
significant acquisition or change in the asbestos liability could
also trigger a downgrade. Specifically, the rating could be
downgraded if adjusted debt to EBITDA remained above 4.5 times,
EBIT interest coverage remained below 3.5 times and/or free cash
flow to debt declined below 8.0%.

The ratings could be upgraded if Crown achieves a sustainable
improvement in credit metrics within the context of a stable
operating and competitive environment and maintains adequate
liquidity including sufficient cushion under existing covenants.
Specifically, the ratings could be upgraded if adjusted debt to
EBITDA declined to below 3.8 times, EBIT interest coverage improves
to over 3.7 times, the EBIT margin remains in the double digits,
and free cash flow to total debt remains over 9%.

Crown Holdings, Inc. ("Crown"), headquartered in Philadelphia,
Pennsylvania, is a global manufacturer of steel and aluminum
containers for food, beverage, and consumer products. Revenues were
approximately $9.1 billion in 2014.

The principal methodology used in this rating was Global Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
June 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.


CYBERGY HOLDINGS: Reports $221 Million Net Loss in 2014
-------------------------------------------------------
Cybergy Holdings, Inc., reported a net loss of $221 million on
$32.01 million in revenue for the year ended Dec. 31, 2014,
compared with a net loss of $590,000 on $nil of revenues in the
same period last year.

Mayer Hoffman McCann P.C., expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred losses from operations, has negative working
capital, and is in need of additional capital to grow its
operations so it can become profitable.

The Company's balance sheet at Dec. 31, 2014, showed $11.0 million
in total assets, $456 million in total liabilities, and a
stockholders' deficit of $445 million.

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

                       http://is.gd/9QJUJP

Englewood, Colo.-based Cybergy Holdings, Inc., formerly Mount
Knowledge Holdings, Inc., is an investment company engaged in
providing assistance and advisory services and products to the
federal Government, state Governments and private clients.


DUCK NECK: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Duck Neck Campground LLC
        500 Double Creek Rd
        Chestertown, MD 21620

Case No.: 15-15973

Chapter 11 Petition Date: April 27, 2015

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Alan M. Grochal, Esq.
                  TYDINGS & ROSENBERG, LLP
                  100 E. Pratt Street., Fl. 26
                  Baltimore, MD 21202
                  Tel: 410-752-9700
                  Fax: 410-727-5460
                  Email: agrochal@tydingslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wilson Reynold, sole member.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-15973.pdf


ECOTALITY INC: Reorganization Plan Deemed Effective
---------------------------------------------------
BankruptcyData reported that ECOtality's Joint Plan of
Reorganization became effective, and the Company emerged from
Chapter 11 protection.

According to BData, citing court documents, "The Plan provides that
all existing stock in ECOtality, Inc. shall be cancelled effective
as of the Effective Date. The Plan furthermore provides that on the
Effective Date of the Plan, new stock in the Reorganized ECOtality
will be issued 50% to Blink UYA, LLC and 50% to Stock Trust, which
stock shall be held by the Stock Trust for the benefit of the
Qualified Creditor Stock Beneficiaries. As a result of their
beneficial interest in the Stock Trust, Qualified Creditor Stock
Beneficiaries may receive distributions arising from distributions
on account of the Qualified Creditor Stock or distributions
pursuant to the Tax Sharing Agreement among the Reorganized Debtors
and the Stock Trust. The Plan also provides for Minimum
Distributions to the Stock Trust for the benefit of Qualified
Creditor Stock Beneficiaries of no less than $725,000, to be paid
in full or in part by the Plan Contributor in the event that the
Qualified Creditor Stock Beneficiaries have not received at least
$925,000 on or prior to the third anniversary of the Effective Date
on account of their Qualified Creditor Stock or the Tax Sharing
Agreement....Distributions to holders of Allowed Claims (including
Compensation Claims) contemplated under the Plan shall be funded by
the proceeds of Liquidating Trust Assets."

                          About Ecotality Inc.

Headquartered in San Francisco, California, ECOtality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com/-- is a provider of    

electric transportation and storage technologies.

ECOtality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

ECOtality estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.  Unlike most companies in
bankruptcy, ECOtality has no secured debt.  It simply ran out of
money.  There's $5 million owing on convertible notes, plus
liability on leases.  Part of pre-bankruptcy financing took the
form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when
$84.8 million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared ECOtality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EFACTOR GROUP: MaloneBailey Expresses Going Concern Doubt
---------------------------------------------------------
EFactor Group Corp. reported a net loss of $28.3 million on $1.63
million in revenue for the year ended Dec. 31, 2014, compared with
a net loss of $5.95 million on $742,000 of revenues in the same
period last year.

MaloneBailey LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company had
incurred recurring losses and has a working capital deficit.

The Company's balance sheet at Dec. 31, 2014, showed $27.4 million
in total assets, $9.02 million in total liabilities, and
stockholders' equity of $18.4 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at http://is.gd/bOc61E

EFactor Group Corp. owns and operates a social networking site for
entrepreneurs.  It operates EFactor.com, a platform that enables
access to a network of contacts, registration for networking
events, advisory consulting, and various business tools, as well as
a range of services and information.  The Company also provides key
support services in the areas of funding, knowledge, cost savings,
and business development, as well as offers public relations and
advertising services.  It operates in the United States, the United
Kingdom, India, China, and the Netherlands.  The Company is based
in San Francisco, California.



ENDEAVOUR INT'L: Amends Schedule of Unsec. Non-Priority Claims
--------------------------------------------------------------
Endeavour International Corporation filed with the Bankruptcy Court
its second amended schedules of assets and liabilities to disclose
that claims of creditors holding unsecured non-priority claims
(Schedule F) now total $839,334,137.  A copy of the document is
available for free at   
http://bankrupt.com/misc/EndeavourInt_517_2ndA_SAL.pdf

                   About Endeavour International

Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
series c convertible preferred stock, and a $41.5 million
stockholders' deficit.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates.  The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A.  Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.

                        *     *     *

U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.

The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6).  The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.

The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.


ENDEAVOUR INTERNATIONAL: Panel Wants Challenge Period Extended
--------------------------------------------------------------
The U.S. Bankruptcy Court will convene a hearing on March 11, 2015,
at 2:00 p.m., to consider the motion of the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Endeavour Operating
Corporation, et al., to extend the challenge period termination
date.

The Committee sought to adjourn the challenge period to the first
business day after the conclusion of any continued plan
confirmation hearing.  The Committee explained that it sought for
the relief so that it may continue its investigation of the liens
and security interests of the term loan secured parties and avoid
the loss of its right to challenge the liens and security interests
during the pendency of the investigation.

That deadline was scheduled to run on Feb. 10.  However, the
confirmation of the Plan has been delayed and the Debtors have
notified that they may modify the Plan.

In a separate filing, the Debtors informed parties-in-interest that
the Court adjourned certain deadlines related to confirmation of
the Debtor's Amended Joint Plan of Reorganization dated Dec. 23,
2014, to a date to be determined.

According to the Debtors, as a result of the decline in oil and gas
prices and the implications of the decline on the Debtors' Plan,
the Debtors have engaged in discussions with certain of the
Consenting Creditors and their advisors and the advisors to the
Committee concerning the impact of the price declines on the
Plan and potential amendments to the Restructuring Support
Agreement and the Plan.

                   About Endeavour International

Houston, Texas-based Endeavour International Corporation (OTC:
ENDRQ) (LSE: ENDV) is an oil and gas exploration and production
company focused on the acquisition, exploration and development of
energy reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.7 million in
series c convertible preferred stock, and a $41.5 million
stockholders' deficit.

Endeavour Operating Corporation, in its schedules, disclosed
$808,358,297 in assets and $1,242,480,297 in liabilities as of the
Chapter 11 filing.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors in the Chapter 11 cases
of Endeavour Operating Corporation and its debtor affiliates.  The
Committee is represented by David M. Bennett, Esq., Cassandra
Sepanik Shoemaker, Esq., and Demetra L. Liggins, Esq., at Thompson
& Knight LLP, and Neil B. Glassman, Esq., Scott D. Cousins, Esq.,
and Evan T. Miller, Esq., at Bayard, P.A.  Alvarez & Marsal North
America, LLC, serves as financial advisors to the Committee, while
UpShot Services LLC serves as website administrator.

                        *     *     *

U.S. Bankruptcy Judge Kevin J. Carey in of Delaware, on Dec. 22,
2014, approved the disclosure statement explaining Endeavour
Operating Corporation, et al.'s joint plan of reorganization.

The Amended Plan, dated Dec. 19, 2014, provides that it is
supported by creditors who collectively hold 82.99% of the March
2018 Notes Claims (Class 3), 70.88% of the June 2018 Notes Claims
(Class 4), 99.75% of the 7.5% Convertible Bonds Claims (Class 5),
and 69.08% of the Convertible Notes Claims (Class 6).  The Amended
Plan also provides that holders of general unsecured claims will
recover an estimated 15% of the total claims amount, which is
estimated to be $6,000,000.

The hearing to consider confirmation of the Amended Joint Plan of
Reorganization, dated Dec. 23, 2014, of Endeavour Operating
Corporation and its affiliated debtors, including Endeavour
International Corporation, has been adjourned to a date to be
determined.


EOS PETRO: Has $78.8M Loss in 2014; $350K Notes in Default
----------------------------------------------------------
Eos Petro, 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.

Weinberg & Company P.A. expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company had a stockholders' deficit of $20.5 million, and for the
year ended Dec. 31, 2014, reported a net loss of $78.8 million and
had negative cash flows from operating activities of $2,136,741.
Furthermore, $350,000 of notes payable were in default.  In
addition, subsequent to Dec. 31, 2014 the Company may have become
obligated to a $5.5 million termination fee due under the Dune
Acquisition Agreement and $4 million that may be due under a
structuring fee with a warrant holder.

The Company reported a net loss of $78.8 million on $760,000 in
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $27.1 million on $596,000 of revenues in the same period last
year.

The Company's balance sheet at Dec. 31, 2014, showed $1.41 million
in total assets, $21.9 million in total liabilities, and a
stockholders' deficit of $20.5 million.

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

                         http://is.gd/opvbq7

Los Angeles-based Eos Petro, Inc., formerly Cellteck, Inc., is
presently focused on the exploration, development, mining,
operation and management of medium-scale oil and gas assets.


ESH HOSPITALITY: Moody's Assigns 'B2' CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a corporate family rating of B2
to ESH Hospitality, Inc. ("ESH") and a senior unsecured rating of
B3 to its proposed debt offering currently being marketed. The
rating outlook is stable. This is the first time Moody's has rated
ESH.

The following ratings were assigned with a stable outlook:

  -- ESH Hospitality, Inc. - corporate family rating at B2;
     senior unsecured rating at B3.

The B2 corporate family rating reflects ESH Hospitality's moderate
leverage and good market position in mid-price extended stay
lodging segment. The REIT also benefits from the less
operating-intensive nature of this lodging segment that results
from longer average length of stay and lower levels of service.
With 682 properties at the end of FY2014, ESH enjoys a wide
geographic footprint encompassing 44 states across the United
States and a presence in Canada. These positive factors are offset
by the intense competition from a number of lodging chains owned by
well capitalized leading hotel operators with vast marketing
expertise and resources. Importantly, nearly all of ESH assets are
encumbered either under the CMBS structure or pledged to the senior
secured credit facility, and this is a primary key rating
constrain. The significant share of secured debt in the REIT's
capital structure and heavy CMBS debt maturity tower in 2019 are
also key rating concerns. Furthermore, almost all ESH properties
(632 of 682 hotels as of December 31, 2014) are managed under a
single brand - Extended Stay America, creating a concentration
risk. The rest of the ESH's assets are managed under the brands of
Extended Stay Canada and Crossland Economy Studios that are also
owned by the REIT's parent.

Senior unsecured notes are rated one notch below the corporate
family rating because substantially all assets are pledged to the
REIT's CMBS structure and senior secured credit facility.

The stable rating outlook incorporates Moody's expectation that ESH
will maintain sound liquidity as it continues to invest in
renovating its properties. Moody's also anticipates that the REIT
will retain if not strengthen its debt protection metrics and
proactively address its debt maturities.

Positive rating movement would depend on establishment and
maintenance of an unencumbered portfolio such that unencumbered
assets represent more than 30% of gross assets and reducing
reliance on secured debt. Good liquidity would also be a predicate
for an upgrade.

Downgrade pressure would occur from any operational set-backs or
liquidity challenges such that RevPAR ("Revenue per Available Room)
falls below $40 (below FY2013 levels), as well as deterioration in
leverage such that net debt/EBITDA increases over 6x. Any shifts
toward a more aggressive acquisition-oriented growth strategy would
also be viewed negatively, as would an increase in debt-financed
shareholder initiatives.

ESH Hospitality, Inc. is a REIT subsidiary of Extended Stay
America, Inc. ("STAY") headquartered in Charlotte, NC. For the year
ended December 31, 2014, ESH and STAY had revenues of approximately
$684 million and $1.2 billion and net income of approximately $247
million and $151 million, respectively.

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


EVEREST HOLDINGS: S&P Affirms 'B-' CCR & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B-' corporate credit rating, on Everest Holdings LLC (d/b/a
Eddie Bauer).  S&P also revised the outlook to stable from
positive.

"The outlook revision reflects our view that the current credit
measures are stable and will likely remain at or near current
levels over the next several quarters.  Eddie Bauer has embarked on
a rebranding strategy and has implemented cost saving initiatives
to improve operating margins," said credit analyst Anita Ogbara.
"Still, we expect debt to EBITDA to remain above 5x and funds from
operations (FFO) to debt to be in the high-single-digit percent
area."

The stable outlook reflects S&P's view that credit protection
measures will remain at or near current levels over the next 12 to
18 months.  S&P expects the company to continue implementing its
strategic and rebranding initiatives to generate additional EBITDA
growth.  Still, S&P expects both revenue and gross margin to be
flat year over year.

S&P could lower the ratings if merchandising missteps or
weaker-than-expected operating performance cause credit protection
measures to weaken resulting in debt to EBITDA above 5.5x and FFO
to debt in the mid-single-digit percent area, or if cash flow turns
negative and liquidity becomes constrained.  S&P could also lower
the ratings if it believes Golden Gate's strategy will be to keep
leverage above 5.5x with additional debt-financed dividends.

Although less likely, S&P could raise its rating if the company can
continue growing EBITDA and demonstrate a sustained improvement in
credit protection measures resulting in debt to EBITDA below the
mid 4.0x area.  Given Eddie Bauer's financial sponsor ownership,
S&P would also need to believe the risk of leveraging beyond 5x to
finance additional debt-financed dividends is low.  An upgrade
would occur if S&P would revise its financial policy assessment to
FS-5 under that scenario.



EXIDE TECHNOLOGIES: Kelvin Chia OK'd as Committee's Foreign Counsel
-------------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of Unsecured
Creditors in the Chapter 11 case of Exide Technologies to retain
Kelvin Chia Partnerhip to provide foreign services nunc pro tunc to
March 3, 2015.

As reported in the Troubled Company Reporter on April 13, 2015,
Kelvin Chia is expected to:

   (a) assist with the Letters Rogatory in connection with issues
       related to the 2004 Orders; and

   (b) perform such other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, Bankruptcy Rules or other
       applicable law (collectively, the "Foreign Services").

The current hourly rates (in Singapore Dollars) charged by Kelvin
Chia for attorneys employed in its offices are:

       Senior Partner                    S$900
       Partner/Associates                S$250-S$800
       Thio Ying Ying, Senior Partner    S$900
       Gerald Kuppusamy, Partner         S$800
       Jolyn Khoo, Associate             S$250

Kelvin Chia  will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Thio Ying Ying, partner of Kelvin Chia, 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.

                      About Exide Technologies

Headquartered in Milton, Ga., Exide Technologies (NASDAQ: XIDE) --
http://www.exide.com/-- manufactures and   distributes lead acid  
batteries and other related electrical energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002, and exited bankruptcy two years
after.

Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones
LLP represented the Debtors in their successful restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl
& Jones LLP as counsel; Alvarez & Marsal as financial advisor;
Sitrick and Company Inc. as public relations consultant and GCG as
claims agent.  Schnader Harrison Segal & Lewis LLP was tapped as
special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants
and financial advisors.  Geosyntec Consultants was tapped as
environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXTENDED STAY: S&P Raises Corp. Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Charlotte, N.C.-based Extended Stay America Inc.
to 'BB-' from 'B+.'  The outlook is stable.

At the same time, S&P raised its issue-level rating on ESH
Hospitality Inc.'s senior secured term loan to 'BB+' (two notches
above the corporate credit rating) from 'B+' and revised S&P's
recovery rating on the term loan to '1' from '3.'  The '1' recovery
rating indicates S&P's expectation for very high (90% to 100%)
recovery for lenders in the event of a payment default.  S&P also
assigned the company's proposed $500 million senior unsecured notes
issuance due 2025 S&P's 'BB-' issue-level rating (the same as the
corporate credit rating) and '3' recovery rating, indicating S&P's
expectation for meaningful (50% to 70%; lower half of the range)
recovery for lenders in the event of a default.

The favorable revision of the term loan recovery rating reflects
anticipated CMBS debt repayment using proposed notes proceeds.
Given that CMBS lenders have a priority claim to ESH Hospitality's
collateral value, a reduction in the level of CMBS debt results in
a greater level of residual collateral value to cover the secured
term loan, resulting in a higher recovery value for lenders in the
event of a default.

"The upgrade reflects our expectation for sustained improvement in
total adjusted debt to EBITDA below 5x and funds from operations to
total adjusted debt above 12% through 2016," said Standard & Poor's
credit analyst Carissa Schreck.

S&P expects a continuation of good operating fundamentals in the
lodging industry and expected returns from renovation capital
spending at Extended Stay will drive a moderate increase in revenue
and EBITDA, resulting in a good cushion compared to S&P's 5x
adjusted debt to EBITDA and 12% FFO to total debt thresholds for
the "aggressive" financial risk assessment by 2016.  S&P
incorporates into these credit measures our expectation for the
company to continue to invest a significant amount of capital in
hotel reinvestment, maintenance spending, and IT-related projects
over the next two years.

The stable outlook reflects S&P's expectation for sustained
improvement in operating performance that enables the company to
sustain total adjusted debt to EBITDA below 5x and FFO to total
adjusted debt above 12% over the next two years.  In addition, S&P
expects EBITDA coverage of interest expense to remain good, above
4x, over the same period.

S&P could lower the rating if operating performance is materially
worse than S&P's current expectation because of a substantial
decline in RevPAR performance or renovation efforts that do not
generate a meaningful return, resulting in debt to EBITDA above 5x
and FFO to total debt below 12% on a sustained basis.  Although
unlikely given the company's improving hotel portfolio and
receptive capital markets, if S&P begins to believe that Extended
Stay will have unexpected difficulty refinancing a significant
amount of CMBS debt over the next several years, S&P could lower
the rating.

An upgrade is unlikely given Extended Stay's public leverage target
of 4x.  However, S&P could raise the rating if the company sustains
total adjusted debt to EBITDA and FFO to total adjusted debt below
4x and above 20%, respectively.



FALCON STEEL: Modifies Confirmed Reorganization Plan
----------------------------------------------------
Falcon Steel Company and New Falcon Steel, LLC, sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to modify their Amended First Joint Plan of Reorganization
that was previously confirmed by the Court on April 1, 2015.

In their April 6 motion, the Debtors said the Plan has not been
substantially consummated and that the proposed changes to the Plan
do not materially impact creditors, other than Western
Technologies, Inc.

James T. Taylor, the president and CEO of the Debtors, explained
that the plan modification was proposed to further compromise the
claim and plan treatment for the allowed general unsecured claim
held against both Debtors held by WesTech in the amount of
$500,000.  Pursuant to the plan modification, WesTech will be paid
in cash on the Effective Date in the amount of $185,000 in full
satisfaction of its allowed claim.  As a result of the
modification, WesTech has submitted a revised ballot showing that
it's in favor of the Plan.

Bill Roberts, the CFO, said that projections have been updated to
take into consideration the payment of $185,000 to WesTech.  He
attested that the payment does not materially impact the Debtors'
cash flows during the three months subsequent to the Effective
Date.  The Debtors had $3.574 million in cash as of March 31, 2015,
and have a deal with a significant customer that would accelerate
cash collections during the three months subsequent to the
Effective Date in an amount exceeding $500,000.

                    About Falcon Steel Company

Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11
protection in the U.S. Bankruptcy Court for the Northern District
of Texas, Fort Worth Division (Case Nos. 14-42585 and 14-42586) on
June 29, 2014.  Falcon Steel claims to be the only American-owned
company that builds steel lattice towers for high electrical
transmission lines.

Falcon Steel was formed in 1963 and has operated continuously
since
that time as a manufacturer engaged in fabricating and galvanizing
structural steel for customers in the United States.  New Falcon,
a
subsidiary, suspended operations in June 2013 and is being held
for
sale.

Falcon has three manufacturing plants in the DFW area in Texas,
with one facility in Haltom City, another in Euless, and the third
facility in Kaufman, Texas.  The company's corporate headquarters
is located at its Haltom City plant.  It currently employs
approximately 255 employees.

Bankruptcy Judge D. Michael Lynn, in an amended order, directed
the
joint administration of the case of Falcon Steel Company and New
Falcon Steel, LLC (Lead Case No. 14-42585).

Falcon Steel estimated assets and debt of $10 million to $50
million.

The Debtors have tapped Forshey & Prostok, LLP, as general counsel
and employ Decker, Jones, McMackin, McClane, Hall & Bates, P.C. as
special corporate counsel.  Ryan LLC acts as property tax
consultant.  The Debtors also tapped Western Operations LLC as
financial consultant, and Rylander, Clay & Opitz, LLP, as
accountants.

The U.S. Trustee has appointed a five-member panel to serve as the
official unsecured creditors committee in the Debtors' cases.  The
Committee has tapped McCathern, PLLC, as counsel.

Falcon Steel Co., filed a plan to emerge from bankruptcy
protection, saying it has secured new orders and reached a deal to
refinance a $17.5 million bank loan.


FINDEX.COM INC: D. Brooks Expresses Going Concern Doubt
-------------------------------------------------------
FindEx.com, Inc., reported a net loss of $1.39 million on $177,000
in revenue for the year ended
Dec. 31, 2014, compared with a net loss of $617,000 on $158,000 of
revenue in the same period last year.

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's balance sheet at Dec. 31, 2014, showed $1.99 million
in total assets, $1.85 million in total liabilities, and
stockholders' equity of $146,000.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available for free at http://is.gd/1LPjjc

Headquartered in Omaha, Nebraska, FindEx.com, Inc., develops,
publishes, markets, and distributes and directly sells consumer
and business software products for PC, Macintosh(R) and Mobile
devices.  The Company develops its software products through in-
house initiatives supplemented by outside developers.  The Company
markets and distributes its software products principally through
direct marketing and Internet sales programs, but also through
retailers and distributors.



FLEXPOINT SENSOR: Posts $979K Net Loss in 2014
----------------------------------------------
Flexpoint Sensor Systems, Inc., reported a net loss of $979,000 on
$270,000 of engineering, contract and testing revenue for the year
ended Dec. 31, 2014, compared to a net loss of $960,000 on $101,000
of engineering, contract and testing revenue in 2013.

Sadler, Gibb & Associates, LLC, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has an accumulated deficit of $21.4 million as of Dec.
31, 2014.

The Company's balance sheet at Dec. 31, 2014, showed $5.32 million
in total assets, $1.66 million in total liabilities, and
stockholders' equity of $3.66 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/voRzjt
                          
Flexpoint Sensor Systems, Inc. has developed and patented the Bend
Sensor technology. The Bend Sensor is a technological breakthrough
that offers a superior solution for applications that require
accurate measurement and sensing of deflection, acceleration and
range of motion. Global market opportunities include automotive,
medical, industrial controls, government, health and fitness,
security, computer, aerospace, transportation and consumer
products.

The Company reported a net loss of $232,000 on $124,000 of revenue

for the three months ended Sept. 30, 2014, compared with a net loss

of $188,000 on $33,400 of total revenue for the same period in
2013.

The balance sheet at Sept. 30, 2014, showed $5.35 million in total
assets, $1.52 million in total liabilities, and a stockholders'
equity of $3.84 million.


FOODS INC: Taps Craig Hilpipre and EMA to Sell Vehicles
-------------------------------------------------------
Foods, Inc. doing business as Dahl's Foods, asks the U.S.
Bankruptcy Court for permission to employ Craig Hilpipre and
Equipment Marketers & Appraisers as auctioneers.

Contemporaneous with the application to employ, Food Mart has filed
a motion to sell property of the bankruptcy estate at public
auction.

EMA, with principal headquarters are located in Cedar
Falls/Waterloo, Iowa, will sell the remaining vehicle assets in the
best and most cost-effective method for liquidation of the
vehicles.

To that end, EMA is prepared to conduct an auction, including
webcast bidding of the vehicles in West Des Moines, Iowa at a
rental property located at 111 11th St., West Des Moines, Iowa.

The auctioneers will be paid $75 per vehicle plus expenses.
Expenses would include, but not be limited to advertising costs
(estimated to be $1,500), and rental of the building for 30 days at
a cost of $2,000.  The buyer of each vehicle would pay a buyer's
premium of 4% to EMA, and will be collected on the gross bid amount
per vehicle sold.  All amounts are to be paid to EMA and withheld
from the total gross auction proceeds, with the net proceeds
remitted to the Debtor together with an itemized accounting, and
the Debtor to subsequently file a Report of Auction Sale with the
Court.

                        About Foods Inc.

Dahl's Foods owns and operates 10 full-line grocery stores in and
around the Des Moines, Iowa area.  Since the 1970s, Dahl's has
been
employee owned pursuant to an ESOP with 97% of the ownership held
by the ESOP.  The remaining 3% is owned by certain past and
present
members of management and other former employees.

Individual grocery store square footage ranges from 28,820 to
70,000 and averages 55,188.  Dahl's employs over 950 people.  For
the 52 weeks ended June 28, 2014, Dahl's generated sales of $136.8
million.

Foods, Inc. dba Dahl's Foods, Dahl's Food Mart, Inc., and Dahl's
Holdings I, LLC, sought bankruptcy protection (Bankr. S.D. Iowa
Lead Case No. 14-02689) in Des Moines, Iowa on Nov. 9, 2014, with
a
deal to sell to Associated Wholesale Grocers Inc. for $4.8
million.

The Debtors have tapped Bradshaw, Fowler, Proctor & Fairgrave,
P.C., as bankruptcy counsel, Crowe & Dunlevy, P.C., as special
reorganization and conflicts counsel, and Foods Partners, LLC as
financial advisor and investment banker.

The U.S. Trustee for Region 12 appointed four creditors of Foods,
Inc. to serve on the official committee of unsecured creditors.
The Committee is represented by Freeborn & Peters LLP; and O'Keefe
& Associates Consulting, LLC serves as its financial advisor.


FREDERICK'S OF HOLLYWOOD: Has Interim OK to Pay $650,000 to Vendors
-------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court in Delaware gave
Frederick's of Hollywood, Inc., et al., interim authority to pay
lien claims up to an aggregate amount of $100,000 and critical
vendor claims up to an aggregate amount of $650,000.

The Debtors are authorized to condition the payment of a Vendor
Claim on the agreement of the Vendor to continue supplying goods
and services to the Debtors on the customary trade terms or other
trade terms as are agreed to by the Debtors and the Vendor.

The final hearing on the Motion will be held on May 18, 2015, at
1:00 p.m. (Eastern Time).  Any objections must be filed on or
before May 11.  In the event no objections to entry of a final
order on the Motion are timely received, the Court may enter a
final order without need for the final hearing.

                         About Frederick's

Frederick's of Hollywood Group Inc., sells women's apparel and
related products under its proprietary Frederick's of Hollywood
brand.  Frederick's had more than 200 brick-and-mortar stores at
its peak. At present it sells its products at its online shop at
http://www.fredericks.com/  

On April 19, 2015, Frederick's of Hollywood and five affiliates
each filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  The cases are pending approval to
be jointly administered under Case No. 15-10836 before the
Honorable Kevin Gross (Bankr. D. Del.).

The Company disclosed $36.5 million in assets and $106 million in
debt as of the bankruptcy filing.  The material debt obligations
principally consist of $33 million in loans under a secured credit
agreement, $16.2 million in unsecured promissory notes, and $56.7
million in trade debt and liabilities to landlords.

The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as
bankruptcy counsel; Richards, Layton & Finger, P.A., as local
counsel; Consensus Advisory Services LLC as investment banker and
financial advisor; and Kurtzman Carson Consultants LLC, as claims
and noticing agent.


FREDERICK'S OF HOLLYWOOD: U.S. Trustee Forms 7-Member Committee
---------------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court in Delaware that he has appointed seven members to
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Frederick's of Hollywood, Inc., and its debtor
affiliates.

The Committee members are:

   (1) Longray Intimates LLC
       Attn: Lauren Jia Tan
       1450 Dorothea Rd.
       LaHabra Heights, CA 90631
       Phone: 626-808-1197

   (2) Montelle Intimates Inc.
       Attn: William Haddad
       9250 av du Parc Suite 550
       Montreal, Quebec
       Canada H2N 1Z2
       Phone: 514-383-3739
       Fax: 514-383-2699

   (3) GGP Limited Partnership
       Attn: Julie Minnick Bowden
       110 N. Wacker Dr.
       Chicago, IL 60606
       Phone: 312-960-2707
       Fax: 312-442-6374

   (4) National Corset Supply House
       Attn: Kirk Schlobohm
       3240 East 26th St.
       Vernon, CA 90058
       Phone: 323-261-0265
       Fax: 323-261-3866

   (5) Ascension Lingerie & Swimsuit
       Attn: Nicolas Attard
       3520 NW 46th St.
       Miami, FL 33142
       Phone: 305-531-2929 x 305
       Fax: 305-636-0900

   (6) Wonder Form Imports Inc.
       Attn: Gerry Petriello
       90 Blvd. St. Laurent
       Montreal, Quebec
       Canada, H2N 1M7
       Phone: 514-388-5010
       Fax: 514-388-7195

   (7) Simon Property Group
       Attn: Ronald M. Tucker
       225 West Washington
       Indianapolis, IN 46204
       Phone: 317-263-2346
       Fax: 317-263-7901

                         About Frederick's

Frederick's of Hollywood Group Inc., sells women's apparel and
related products under its proprietary Frederick's of Hollywood
brand.  Frederick's had more than 200 brick-and-mortar stores at
its peak. At present it sells its products at its online shop at
http://www.fredericks.com/  

On April 19, 2015, Frederick's of Hollywood and five affiliates
each filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code.  The cases are pending approval to
be jointly administered under Case No. 15-10836 before the
Honorable Kevin Gross (Bankr. D. Del.).

The Company disclosed $36.5 million in assets and $106 million in
debt as of the bankruptcy filing.  The material debt obligations
principally consist of $33 million in loans under a secured credit
agreement, $16.2 million in unsecured promissory notes, and $56.7
million in trade debt and liabilities to landlords.

The Debtors tapped Milbank, Tweed, Hadley & McCloy LLP, as
bankruptcy counsel; Richards, Layton & Finger, P.A., as local
counsel; Consensus Advisory Services LLC as investment banker and
financial advisor; and Kurtzman Carson Consultants LLC, as claims
and noticing agent.


FRIENDSHIP VILLAGE: S&P Alters Ratings Outlook to Stable
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB-' long-term rating on Franklin
County, Ohio's $14.5 million series 1998 bonds issued for
Friendship Village of Columbus (FVC).

"The outlook revision reflects our view of FVC's improved operating
performance and balance sheet over the past 18 months mainly driven
by management's ongoing efforts to control costs and improve
occupancy rates," said Standard & Poor's credit analyst Brian
Williamson.



GEOFFREY EDELSTEN: Firm's Mortgaged Advice Bankruptcy Ex-Doctor
---------------------------------------------------------------
Law360 reported that the bankruptcy trustee for Geoffrey Edelsten
filed a malpractice suit in Florida federal court against the
disgraced Australian ex-doctor's former attorneys and their former
firm, alleging they conspired to negligently represent him in
connection with his business relationships involving $30 million in
assets, driving him into bankruptcy.

According to the report, Chapter 7 Trustee Soneet Kapila is seeking
monetary damages for a series of alleged wrongful acts by law firm
Archer Bay PA -- which appears is no longer active -- Springer
Brown LLC and attorney Jay Christopher Robbins.


GIGGLES N HUGS: De Joya Griffith Express Going Concern Doubt
------------------------------------------------------------
Giggle N Hugs, Inc., reported a net loss of $2.36 million on $3.34
million in revenues for the year ended Dec. 28, 2014, compared to a
net loss of $1.56 million on $2.26 million of revenues in the same
period last year.

De Joya Griffith LLC expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
Company has has incurred losses from operations.

The Company's balance sheet at Dec. 28, 2014, showed $2.62 million
in total assets, $2.82 million in total liabilities, and
stockholders' deficit of $150,608.

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

                        http://is.gd/w7AUGp

Los Angeles, Calif.-based Giggle N Hugs, Inc., owns and operates a
kid-friendly restaurant named Giggles N Hugs in the Westfield Mall
in Century City, as well as the new Westfield Topanga Shopping
Center location in Woodland Hills, California and owns the
intellectual property rights for Giggles N Hugs facilities in the
future.



GRAND CENTREVILLE: Wells Fargo Amends Chapter 11 Plan & Outline
---------------------------------------------------------------
Secured creditor Wells Fargo Bank, N.A. amended its proposed
Chapter 11 plan and disclosure statement for Grand Centreville,
LLC.  

Wells Fargo's disclosure statement was amended ahead of the April
28 hearing on the disclosure statements explaining the competing
Chapter 11 plans filed in the Debtors' cases.  

Secured creditor Wells Fargo Bank, N.A.'s Plan proposes to leave
Wells Fargo's existing loan documents in place and bars Wells Fargo
from exercising its remedies under the loan documents for a period
of one year.  If the Debtor's shopping center is not sold prior to
the one-year deadline, the Wells Fargo Plan provides that Wells
Fargo will take immediate transfer of title to and ownership of the
Shopping Center.  Under the Wells Fargo Plan, only Wells Fargo,
which will have an allowed claim of at least $28.9 million, is
impaired.

Holders of general unsecured claims and equity interests are
unimpaired, and thus not entitled to vote on the Plan.  The Plan
provides for the prompt and full payment of all administrative and
unsecured claims and the marketing and sale of the assets of Grand
Centreville, and distributions to the Debtor's creditors.  Full
payment to unsecured creditors will occur no later than 30 days
following the Effective Date of the Plan and is not contingent on
the sale of the Debtor's assets.

A copy of Wells Fargo's Amended Disclosure Statement is available
for free at:

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

                         Kang Trustee's Plan

The secured creditor and the Chapter 11 trustee named in the
separate bankruptcy case of the Debtor's owners have filed
competing Chapter 11 plans.

Raymond A. Yancey, Chapter 11 trustee for the bankruptcy estates of
Min Sik Kang and Man Sun Kang, filed a plan that contemplates a
sale of the Debtor's shopping center in Fairfax County, Virginia,
to JBG Associates, L.L.C., for $55,500,000 in cash.  In the event
an entity with standing to object to the Plan files an objection to
the Plan on account of a binding irrevocable higher offer to
purchase the Shopping Center, the Debtor will hold an auction,
provided that a competing bid must provide for a purchase price
that's at least $250,000 higher than JBG's offer.  Under the
Trustee Plan, Wells Fargo's claim is unimpaired, and Wells Fargo on
the Effective Date will receive full payment for the portion of the
secured claim that is not in dispute.  Holders of general unsecured
claims will recover 100 cents on the dollar.  The Kang Trustee will
hold and retain 100% of the membership interest in the Debtor.

                     About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represent the Debtor as counsel.

The Debtor owns the real property located in Fairfax County,
Virginia, commonly known as the Old Centreville Crossing Shopping
Center, together with a 171,631 square foot building thereon. In
its schedules, the Debtor disclosed that its assets total
$40,550,046 and liabilities total $26,247,602 as of the Petition
Date.

Grand Centreville's chapter 11 proceeding is related to the
Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D.
Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010.  Prior to March
16, 2009, the Kangs indirectly owned 100% of the economic
interests in the Debtor and, through their 100% ownership of Grand
Formation, controlled all management rights with respect to Grand
Centreville.  On Jan. 7, 2013, the Court entered an Order
directing the United States Trustee to appoint a chapter 11
trustee for the Kangs' case.  On the same date, the U.S. Trustee
appointed Raymond A. Yancey as chapter 11 trustee for the Kangs'
case, which appointment the Court approved on Jan. 16, 2013.

Wells Fargo Bank N.A., the secured creditor, is represented by
William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman
LLP.

Special Counsel to Raymond A. Yancey, Chapter 11 Trustee in the
Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at
Whiteford Taylor & Preston, L.L.P.  Counsel for Yeon K. Han is
Timothy J. McGary, Esq.  Counsel for James Y. Sohn is James R.
Schroll, Esq., at Bean, Kinney & Korman, P.C.


HARROGATE INC: Fitch Affirms BB+ Rating on $11.3MM Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Harrogate, Inc. (Harrogate):

   -- $11,360,000 of New Jersey Economic Development Authority
      revenue refunding bonds, series 1997.

The Rating Outlook is Stable

SECURITY

The bonds are secured by mortgage on certain property and equipment
and a debt service reserve fund.

KEY RATING DRIVERS

SOLID LIQUIDITY: Harrogate's liquidity remained strong at 278 days
cash on hand (DCOH), 102.6% cash-to-debt and 9.4x cushion ratio at
Dec. 31, 2014. Fitch notes that Harrogate's liquidity metrics fell
in 2014 due to increased capital expenditures. Still, liquidity has
historically been solid for the rating level, and remains a primary
credit strength.

WEAK OPERATING PROFITABILITY: Harrogate's operating profitability
was very light with adjusted net operating margin (NOM) of 5.4% in
2014, weaker than the 7.4% in 2013. Additionally, Harrogate's
operating ratio increased to 110.9% in 2014, above 104.2% in 2013,
reflecting pressured occupancy and limited pricing power in a
competitive environment.

CHALLENGED ILU OCCUPANCY: Harrogate's independent living unit (ILU)
occupancy fell to 76% in 2014 from 77.5% in 2013. The decline in
occupancy is attributed to lower than expected move-ins (26) and
high attrition rates in 2014. Management is budgeting for 40
move-ins in 2015, which Fitch notes is above historical levels, but
may be feasible given the addition of a third sales counselor.

MANAGEABLE DEBT BURDEN: Harrogate's debt burden remains manageable
with maximum annual debt service (MADS) at 7.6% percent of 2014
revenue. However, MADS coverage of 1.2x in 2014 was weak compared
to Fitch's below investment grade (BIG) median of 1.6x, reflecting
challenged operations and weaker entrance fee receipts.

FUTURE CAPITAL PLANS: Average age of plant remained significantly
elevated at 22.2 years in 2014, and is indicative of deferred
capital spending. Harrogate is in the process of developing a
master facilities plan (MFP), which could include a replacement of
its health care center, as well as possible apartment
consolidations and additions. The plan is in the early development
phase and no time frame has been established.

RATING SENSITIVITIES

OPERATING IMPROVEMENT NECESSARY: Harrogate's liquidity position
provides some cushion against operating volatility at the current
rating. However, Harrogate will need to meet budgeted expectations
for better core operating profitability, improved occupancy and net
entrance fee receipts in order to generate debt service coverage
levels which are more consistent with the current rating.

CREDIT PROFILE

Harrogate is a type 'A' continuing care retirement community (CCRC)
located in Lakewood, New Jersey with 266 ILUs and 68 skilled
nursing facility (SNF) beds. Harrogate is managed by Life Care
Services (LCS). Total revenues in 2014 were $17.5 million.

SOLID LIQUIDITY

Harrogate's unrestricted cash and investments of $12.6 million at
Dec. 31, 2014, while down from the prior period due to increased
capital spending, still equated to a robust 278 DCOH, 102.6%
cash-to-debt and a 9.4x cushion ratio, comparing well to BIG
medians of 233 days, 36.7% and 4.9x, respectively. Liquidity has
remained relatively stable over the last few years and is
considered a key credit strength at the 'BB+' rating level,
providing a strong financial cushion against poor operating
profitability. Fitch does not anticipate further declines in
liquidity over the near term.

WEAK OPERATING PROFITABILITY

Harrogate's NOM of negative 10.2% in 2014 was weaker than negative
2.1% in the prior year, indicative of soft occupancy and a
challenging competitive environment. NOM-adjusted of 5.4% in 2014
was also lower than 7.4% in the prior year, as well as the BIG
median of 14.5%, reflecting weaker core operating profitability.
Entrance fee receipts were slightly improved in 2014 at $2.3
million.

Light profitability and modest entrance fee receipts resulted in a
stressed 1.2x MADS coverage in 2014. According to Harrogate's
covenant calculation under the Master Trust Indenture (MTI), the
LCS management fees are subordinate to the bonded debt and are
added back to income available for debt service. Coverage under the
MTI was 1.41x in 2014. Fitch believes it will be necessary for
Harrogate to have stable entrance fee receipts, and improved
operating profitability, in order to make timely debt service
payments over the near- to medium-term.

CHALLENGED ILU OCCUPANCY

2014 was challenged by high attrition rates and a low number of
move-ins, as 44 vacancies against 26 move-ins resulted in a low ILU
occupancy of 76%. Management attributes occupancy issues to the
lack of a third sales counselor through most of 2014. A new sales
counselor was hired in the first quarter of 2015, and management is
budgeting to have an improved 40 move-ins this year. Fitch views
this as feasible given the increased salesforce, coupled with
consolidation of certain apartments into larger, more desirable,
units. Year-to-date 2015, Harrogate has generated four move-ins.
Fitch expects Harrogate's sales initiatives to improve occupancy
and to generate improved entrance fee receipts and operating cash
flow in order to support adequate debt service coverage going
forward.

MANAGEABLE DEBT BURDEN

Harrogate's debt is fixed rate with level debt service through
maturity. The debt burden is manageable with MADS as a percent of
revenue of 7.6%, favorable to Fitch's BIG median of 11.1%. Debt to
net available of 7.5x was higher than 2.9x in 2013, reflecting
increased operating losses, but remained consistent with the 7.8x
median. There is no additional debt expected over the near term,
though Harrogate's longer-term capital plans may require debt
financing.

FUTURE CAPITAL PLANS

Harrogate's high average age of plant of 22.2 years remains a
credit concern. Capital spending was elevated at $3.6 million in
2014 and included renovations to the pool deck and an outdoor
meeting space, the installation of video surveillance capabilities,
and the consolidation of several apartments into larger units. The
capital budget for 2015 remains above depreciation at $2.2 million,
and includes sidewalk and asphalt renovations and the
implementation of an electronic medical record. The capital budget
does not incorporate any additional apartment consolidations that
may take place in 2015.

Harrogate's longer term capital plans will be incorporated in its
MFP. Future plans may include the construction of a new health
center and the expansion and renovation of current ILUs.
Harrogate's medium- to long-term plans are not incorporated in the
current rating and will be reviewed when more clarity and certainty
about the size and scope of the projects becomes available.



HICKS FARMS: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Hicks Farms Services, L.L.C.
        2124 S Grove Rd
        Saint Johns, MI 48879-9550

Case No.: 15-02527

Chapter 11 Petition Date: April 27, 2015

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

Judge: Hon. John T. Gregg

Debtor's Counsel: Gary Douglas Huggins, Esq.
                  BANKRUPTCY CENTER OF MICHIGAN, LLP
                  4084 Okemos Rd. #B
                  Okemos, MI 48864
                  Tel: 517-332-3390
                  Email: hugginsgaryd@yahoo.com

Total Assets: $0

Total Liabilities: $11.2 million

The petition was signed by Thomas W. Hicks, manager/member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/miwb15-02527.pdf


HIGH RIDGE MANAGEMENT: Seeks to Employ KapilaMukamal as Accountants
-------------------------------------------------------------------
High Ridge Management Corp., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Florida, Fort
Lauderdale Division, to employ Soneet Kapila, CPA, and
KapilaMukamal, LLP, as accountants and financial advisors.

The Debtors seek to employ KM to render the following professional
services:

   (a) Assist the Debtors in the preparation of its schedules and
statements;

   (b) Review of financial information prepared by the Debtors or
their accountants, including, but not limited to, a review of the
Debtors' financial information as of the Petition Date, their
assets, and their secured and unsecured creditors;

   (c) Review and analyze the organizational structure of, and
financial interrelationships among the Debtors and their affiliates
and insiders, including a review of the books of those companies or
persons as may be requested;

   (d) Review and analyze transfers to and from the Debtors to
third parties, both prepetition and postpetition;

   (e) Attend meetings with the Debtors, their creditors, the
attorneys of those parties, and with federal, state, and local tax
authorities, if requested;

   (f) Review the books and records of the Debtors for potential
preference payments, fraudulent transfers, or any other matters
that the Debtors may request;

   (g) Render other assistance in the nature of accounting
services, financial consulting, valuation issues, or other
financial projects as the Debtors may deem necessary; and

   (h) Prepare estate tax returns.

KM has agreed to perform the services at the ordinary and usual
hourly billing rates of its members who will perform services in
the matter.  The current hourly rates for the professionals at KM
range from $120 to $530.  KM will incur out-of-pocket disbursements
in the rendition of the services, for which it will seek
reimbursement.

As of the Petition Date, KM. has received the following retainer
payments:

   Date Received   Entity                    Amount Received
   -------------   ------                    ---------------
       3/31/15     Hollywood Pavillion          $11,666.68
       3/31/15     Hollywood Hills Rehab Ctr    $11,666.66
       3/31/15     Highridge Mgmt Corp          $11,666.66

The $35,000 Retainer is held in segregated retainer accounts to be
applied against prepetition fees and costs of KM.

Mr. Kapila, a founding partner of KapilaMukamal LLP, assures the
Court that his firm neither holds nor represents any interest
adverse to the estates and is otherwise disinterested as required
by Section 327(a) of the Bankruptcy Code.

                         About High Ridge

High Ridge Management Corp., Hollywood Pavilion and Hollywood
Hills
Rehabilitation Center LLC, sought Chapter 11 protection (Banrk.
S.D. Fla. Lead Case No. 15-16388) in Fort Lauderdale, Florida, on
April 8, 2015.  Judge John K Olson presides over the jointly
administered cases.

High Ridge estimated $10 million to $50 million in assets and
debt.
High Ridge owns real property located at 1200 North 35th Avenue
and 1201 North 37th Avenue, Hollywood, Florida, and is the
landlord
of Pavilion and Hollywood Hills.  Before executing a management
agreement with Larkin Community Hospital, Pavilion was operating a
50-bed Florida-licensed mental health hospital on the real
property.  Before the appointment of a receiver, Hollywood Hills
operated a 152-bed Florida-licensed nursing home on the real
property.

High Ridge is the 100 percent owner of the membership interests in
Hollywood Hills and Pavilion.  Prior to Jan. 14, 2014, when a
receiver was appointed, High Ridge managed the operations for
Pavilion and Hollywood Hills.

Timothy R Bow, Esq., and Grace E. Robson, Esq., at Markowitz
Ringel
Trusty + Hartog, P.A., in Fort Lauderdale, Florida, serve as the
Debtors' counsel.


HIGH RIDGE MANAGEMENT: Seeks to Hire Markowitz Ringel as Counsel
----------------------------------------------------------------
High Ridge Management Corp., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of Florida, Fort
Lauderdale Division, to employ Grace E. Robson, Esq., and the law
firm Markowitz Ringel Trusty & Hartog, P.A., as bankruptcy
counsel.

The professional services that Ms. Robson and MRTH will render are
summarized as follows:

   (a) To give advice to the Debtors with respect to its powers and
duties as debtors-in-possession and the continued management of
their business operations;

   (b) To advise the Debtors with respect to their responsibilities
in complying with the United States Trustee's Operating Guidelines
and Reporting Requirements and with the rules of the court;

   (c) To prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;

   (d) To protect the interest of the Debtors in all matters
pending before the court; and

   (e) To represent the Debtors in negotiation with their creditors
in the preparation of a plan of reorganization.

The current hourly rates for the attorneys at MRTH range from $250
to $625.  The current hourly rates for legal assistants and
paralegals range from $125 to $175.

Ms. Robson, a partner of Markowitz Ringel Trusty &Hartog, PA,
assures the Court that she nor her firm has any connection with the
creditors or other parties in interest or their respective
attorneys and neither she nor MRTH represent any interest adverse
to the Debtors.  Ms. Robson further assures the Court that her firm
is a "disinterested person" within the scope of Section 101(14) of
the Bankruptcy Code.

Ms. Robson discloses that in the one year prior to the Petition
Date, MRTH received a security retainer in the aggregate amount of
$75,000 from Leonore Kallen, a director and the sole voting equity
security holder of High Ridge Management Corp.  MRTH allocated
$25,000 to each Debtor as a security retainer.  MRTH and applied
$56,834 towards fees and $5,931 towards costs.

                         About High Ridge

High Ridge Management Corp., Hollywood Pavilion and Hollywood
Hills
Rehabilitation Center LLC, sought Chapter 11 protection (Banrk.
S.D. Fla. Lead Case No. 15-16388) in Fort Lauderdale, Florida, on
April 8, 2015.  Judge John K Olson presides over the jointly
administered cases.

High Ridge estimated $10 million to $50 million in assets and
debt.
High Ridge owns real property located at 1200 North 35th Avenue
and 1201 North 37th Avenue, Hollywood, Florida, and is the
landlord
of Pavilion and Hollywood Hills.  Before executing a management
agreement with Larkin Community Hospital, Pavilion was operating a
50-bed Florida-licensed mental health hospital on the real
property.  Before the appointment of a receiver, Hollywood Hills
operated a 152-bed Florida-licensed nursing home on the real
property.

High Ridge is the 100 percent owner of the membership interests in
Hollywood Hills and Pavilion.  Prior to Jan. 14, 2014, when a
receiver was appointed, High Ridge managed the operations for
Pavilion and Hollywood Hills.

Timothy R Bow, Esq., and Grace E. Robson, Esq., at Markowitz
Ringel
Trusty + Hartog, P.A., in Fort Lauderdale, Florida, serve as the
Debtors' counsel.


HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDRs)
of Houghton Mifflin Harcourt Publishers Inc. (HMH) and its
subsidiaries. Fitch has also affirmed HMH's senior secured term
loan at 'BB+/RR1'. The Rating Outlook is Stable. The affirmation
reflects HMH's announced acquisition of Scholastic Corp.'s
Educational Technology and Services (EdTech) business for $575
million in cash, HMH's upsized term loan, and an increase in share
repurchase authorization. A full list of rating actions follows at
the end of this release.
KEY RATING DRIVERS

HMH announced that they had entered into an agreement to purchase
the assets of the EdTech business for $575 million in cash, subject
to regular working capital adjustments. The transaction is expected
to close in the second quarter, and there is a $28.8 million
termination fee payable to the seller under certain circumstances.
Fitch believes the acquisition fits within HMH's operational and
capital allocation strategies. The EdTech business focuses on
intervention technologies, with READ 180 as its strongest
offering.

Fitch's rating has consistently incorporated its belief that HMH's
prior capital structure was not permanent, and that the company
would increase leverage to fund an acquisition or capital returns.

HMH will fund a portion of the acquisition with proceeds from a new
$500 million 6 year senior secured term loan. Fitch expects to rate
the new term loan at the same rating as the current term loan. On
April 23, HMH entered into an amendment to its revolver, allowing
for aggregate indebtedness up to $500 million under the term loan
(approximately $259 million in incremental debt from fiscal year
end (FYE) 2014).. Concurrently, HMH announced that its board had
approved an incremental $100 million share repurchase, bringing the
total authorization to $200 million.

HMH expects $10 million-$20 million in annual cost synergies
(starting in 2016), $10 million-$20 million in transaction costs in
2015, and $200 million in tax savings over 10-15 years. During the
LTM period ended Feb. 28, 2015, the EdTech business generated $232
million in revenues and $23.9 million of operating income. Fitch
believes HMH can leverage EdTech's products across its larger
salesforce to generate growth.

Strength in HMH's billings for FY2014, up 16%, drove a $229 million
increase in deferred revenue, resulting in free cash flow (FCF) of
$308 million for the year. Pro forma for the incremental debt and
purchase price, Fitch calculates cash of approximately $138
million, providing for sufficient liquidity to fund the share
repurchases over the next two years, within the context of the
current rating.

HMH continues to be a leader in the K-12 educational material and
services sector. Fitch believes investments made into digital
products and services will position HMH to take a meaningful share
of the rebound in the K-12 educational market. Fitch expects HMH
will be able to, at a minimum, maintain its market share. Fitch's
base case model assumes flat-to-up net revenue growth driven by new
adoptions, and offset by increases in deferred revenue as digital
sales become a larger proportion of the sales mix.

HMH continues to have financial flexibility to invest into digital
content and new business initiatives. These investments into
international markets and adjacent K-12 educational material
markets may provide diversity away from highly cyclical state and
local budgets.

Leverage and Liquidity

Fitch calculates pro forma post-plate unadjusted gross leverage of
2.9x (up from 1.7x at FYE 2014) and pro forma post-plate adjusted
gross leverage of 3.2x (Pro forma liquidity is supported by
approximately $140 million in cash and cash equivalents and $220
million in borrowing availability under the $250 million
asset-backed revolver, due 2017. HMH also had $287 million in
short-term investments as of FYE 2014.

Fitch calculates FCF of $308 million for 2014. Fitch expects HMH to
continue to deploy cash (organically and through acquisitions)
towards share repurchase, digital investments and adjacent K-12
educational material markets.

The Recovery Rating analysis reflects a restructuring scenario
(going-concern) and an adjusted, distressed enterprise valuation of
$1.4 billion using a 6x multiple. Given the strong recovery
prospects, the $500 million senior secured term loan and the $250
million asset-backed credit facility are notched up to 'BB+/RR1'.

KEY ASSUMPTIONS

   -- Flat to slightly up GAAP revenues,
   -- Potential leveraging transactions to fund acquisitions or
      capital returns,
   -- Continued increase is the mix of digital sales.

RATING SENSITIVITIES

Negative Rating Actions: Revenue declines in the mid- to
high-single digits and/or consistent negative FCF generation (which
would be contrary to Fitch's expectations), and/or a leveraging
return of capital to shareholders that increased leverage over the
4.0x-4.5x range (with some tolerance above that range for a
leveraging strategic acquisition with a credible plan to delever)
could result in rating pressures.

Positive Rating Actions: Long-term, meaningful diversification into
international markets and into new business initiatives could lead
to positive rating actions. Also, positive rating actions may be
considered if a clear financial policy that is commensurate with a
higher rating is communicated, which could include leverage below
3.5x and strategy around shareholder policy in terms of dividends
and share buybacks.

Fitch has affirmed the following ratings:

HMH

   -- IDR at 'B+';
   -- Senior secured term loan at 'BB+/RR1';
   -- Senior secured asset backed revolver at 'BB+/RR1'.

Houghton Mifflin Harcourt Publishing Company

   -- IDR at 'B+'.

HMH Publishers LLC

   -- IDR at 'B+'.

The Rating Outlook is Stable.



HYLAND SOFTWARE: Moody's Affirms B2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed Hyland Software, Inc.'s B2
corporate family rating, B2-PD probability of default and B2
ratings on Hyland's increased senior secured credit facilities.
Hyland's term loan will be increased by $100 million to $570
million and their revolver by $20 million to $40 million, which
will be undrawn at closing. Proceeds from the increase in the term
loan together with existing cash on hand at Hyland will fund a $150
million dividend.

Hyland's B2 corporate family rating is characterized by the
company's high business risks resulting from its modest operating
scale relative to some of its competitors and its limited product
portfolio focused on a niche segment within the ECM software
market. The rating also incorporates potential for periodic
increases in debt to fund shareholder returns.

The B2 CFR is supported by Hyland's competitive market position in
the mid-market segment, and its well-regarded industry
verticals-focused product offerings in a growing ECM software
market. The company derives about 56% of its revenues under
maintenance and subscription contracts that are highly recurring in
nature and it has low customer revenue concentration. The rating
incorporates Hyland's healthy revenue growth prospects and our
expectation that Hyland will lever up periodically, but then
delever quickly. Pro forma LTM 3/31/15 for this increase in their
credit facilities, Hyland's debt to EBITDA will increase to 5.6x
(Moody's adjusted) from approximately 4.7x. Moody's expects that
the company will manage its leverage below 6x and continue to
generate robust levels of free cash flow (low teen percentages of
total debt) driven by revenue growth.

The stable outlook reflects Hyland's good liquidity and Moody's
view that the company should generate organic revenue growth in the
high single digit percentages over the next 12 to 18 months. The
outlook accommodates periodic moderate increases in leverage to
fund shareholder distributions.

Given Hyland's limited operating scale and product portfolio and
its high financial risk tolerance under financial sponsors, a
ratings upgrade is not expected in the next 12 to 18 months.
However, Hyland's ratings could be upgraded over time if it
demonstrates a meaningful increase in profits and operating cash
flow, and if we believe that the company will maintain leverage
below 5.0x.

We could downgrade Hyland's ratings if the company's operating
performance deteriorates as evidenced by weak license sales and
operating cash flow generation. Hyland's ratings could be
downgraded if we believe that the company's Total Debt-to-EBITDA
(Moody's adjusted) leverage is expected to remain above 6.5x or its
free cash flow remains in the low single digit percentages of total
debt for an extended period of time. Additionally, deterioration in
liquidity, or a material degradation in the company's business or
financial risk profile resulting from a large, transformative
acquisition could trigger a downgrade.

Issuer: Hyland Software, Inc.

  -- Corporate Family Rating -- Affirmed, B2

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

  -- $570 Million Senior Secured First Lien Term Loan due 2021 --
     Affirmed, B2 (LGD4)

  -- $40 Million Senior Secured Revolving Credit Facility due
     2017 -- Affirmed, B2 (LGD4)

  -- Outlook -- Stable

Headquartered in Westlake, OH, Hyland Software, Inc. provides
Enterprise Content Management software solutions to enterprise
customers. Private equity firm Thomas Bravo owns a majority equity
interest in the company.

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


HYLAND SOFTWARE: S&P Affirms B Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Westlake, Ohio-based Hyland Software
Inc.  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's $470 million first-lien term loan ($570 million total
with new $100 million tack-on) and $20 million revolver ($40
million total with $20 million increase).  The recovery rating
remains '3', indicating S&P's expectation for meaningful (50%-70%;
lower half of the range) recovery in the event of payment default.

"The ratings affirmation reflects the company's pro forma leverage
for the transaction at 5.7x, which is within the mid-6x level
threshold we established for the company at our 'B' corporate
credit rating," said Standard & Poor's credit analyst Peter
Bourdon.

The stable outlook reflects S&P's expectation that the company will
continue to experience revenue growth while maintaining its current
profitability levels, leading to solid FOCF generation. However,
the current ownership structure will preclude sustained leverage
below 5x.

S&P could lower the rating if the company's financial policy
becomes more aggressive, with leverage increasing above the mid-6x
level.

S&P could raise the rating if the company and its financial sponsor
demonstrate a financial commitment to reduce debt leverage to below
the mid-4x level.



IGATE CORP: S&P Puts 'BB' CCR on Watch Positive
-----------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB'
corporate credit rating and 'BB' issue-level rating on Bridgewater,
N.J.-based IGATE Corp. on CreditWatch with positive implications.
The CreditWatch listing means S&P could affirm or raise the ratings
following the close of the transaction.

"The CreditWatch placement follows IGATE's announcement that it
entered into a definitive merger agreement with Cap Gemini under
which Cap Gemini will acquire IGATE for $4.3 billion," said
Standard & Poor's credit analyst Peter Bourdon.

Cap Gemini, a provider of consulting, technology, outsourcing
services, and local professional services, has publically commented
that it will assume IGATE's outstanding debt.  Standard & Poor's
lowered its rating on Cap Gemini to 'BBB' on April 27, 2015 upon
announcement of the primarily debt-financed acquisition of IGATE.

S&P will resolve the CreditWatch once the merger transaction
between IGATE and Cap Gemini is closed, which S&P expected to occur
in the second half of 2015, and withdraw the corporate credit
rating on IGATE at that time.



INSTITUTIONAL SHAREHOLDER: Moody's Revises Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service revised Institutional Shareholder
Services, Inc.'s ("ISS") ratings outlook to negative from stable.
Moody's affirmed all the company's ratings, including its B3
Corporate Family Rating, B3-PD Probability of Default Rating, B2
rating on the $187 million first lien credit facility, and Caa2
rating on the second lien term loan.

The change in outlook to negative from stable reflects meaningful
deterioration in ISS's credit metrics and liquidity followings its
spin-off from MSCI in early 2014. Despite ISS's good year-over-year
revenue growth in 2014, estimated at around 7%, earnings declined,
mainly as a result of higher than expected operating expenses. At
December 31, 2014, debt/EBITDA increased from its LBO levels by
about one turn to 7.5 times, and cushion under its net leverage
covenant was tight at around 10%. Higher than expected levels of
capital spending and separation costs that ensued from the spinoff
have contributed to weak cash flow generation and covenant
tightness.

Moody's is concerned about ISS's prospects for earnings improvement
in the near term, in the context of low single digit revenue growth
and the company's need to bolster its liquidity. With covenants
steadily stepping-down through December 2018, any substantial
operating underperformance may lead to a further reduction in
covenant headroom. Moody's expects only minimal earnings growth and
modest debt repayment over the next 12 to 18 months.

Moody's took the following rating actions on Institutional
Shareholder Services, Inc.

  -- Corporate-Family Rating, affirmed at B3

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

  -- $20 million first-lien senior secured revolving credit
     facility due 2020, affirmed at B2 (LGD3)

  -- $167 million first-lien senior secured term loan due 2021,
     affirmed at B2 (LGD3)

  -- $73 million second-lien senior secured term loan due 2022,
     affirmed at Caa2 (LGD5)

  -- Outlook, changed to negative from stable

ISS's B3 CFR is weakly positioned as a result of the company's high
leverage and tight covenant cushion following its spin-off from
MSCI in early 2014. Moody's expects earnings to grow very modestly
over the next 12-18 months, and, as such, leverage is expected to
remain elevated. Top-line growth will be limited (2-3% annually),
while nearly all revenue growth is expected to come from corporate
executive-compensation consulting services. Growth in this segment
has been driven primarily by "say-for-pay" mandates prescribed
under the Dodd-Frank Act, passed in 2011. The rating is further
constrained by the company's small scale with revenues under $150
million, limited operating history as a standalone company as well
as highly competitive niche market for corporate governance
solution and proxy services.

At the same time, ISS benefits from its leading market position,
particularly in proxy research and voting, fundamentally stable
demand for corporate-governance services from a diverse
institutional and corporate client base with high retention rates.
The company's subscription-driven model accounts for more than 90%
of revenues allows for a predictable revenue stream. The rating is
also supported by Moody's expectation that the company will
maintain at least adequate liquidity profile.

The negative outlook reflects the risk that liquidity may weaken
and leverage may remain elevated in the near term. Moody's could
stabilize ISS's ratings outlook if the company achieves earnings
growth and improves its liquidity profile such that free cash flow
grows to mid-to-high single digit percentages of total debt and
debt/EBITDA sustained below 6.5 times.

The ratings could be downgraded if the company experiences
declining revenue or tightening operating margins, or if liquidity
deteriorates due to weaker covenant cushions or free cash flow
falling to breakeven levels.

A ratings upgrade is unlikely in the near term given current
liquidity concerns. Over the longer term, ratings could be revised
upward if revenues can grow in the mid-to upper-single-digit
percentages, leverage is sustained below 5.0 times and the company
maintains a good liquidity profile.

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.

Based in Rockville, MD, ISS is a leading, global provider of
corporate governance services (such as facilitating the voting of
proxies) for institutional investors, and for public corporate
clients looking to improve their governance practices. ISS
generated revenues of approximately $128 million in 2014.


INSTITUTO MEDICO: UST Again Objects to Roth Hiring
--------------------------------------------------
Guy G. Gebhardt, the Acting U.S. Trustee for Region 21, conveyed
objections to Instituto Medico Del Norte Inc.'s latest application
to employ Robert L. Roth, Esq., at Hooper, Lundy & Bookman, P.C.,
as special counsel.

According to the U.S. Trustee, the process to approve the
application to employ special counsel has been extensive.  In light
of this, the Court and  the U.S. Trustee have invested their
resources reviewing a professional's retention process that has not
been forthcoming, seems not to take into consideration that the
Debtor is in bankruptcy, and that statutory requirements have to be
met.

On July 21, 2014, nine months after the petition was filed, the
Debtor filed an application to employ Mr. Roth as special counsel.
The U.S. Trustee objected to the application.  On Sept. 11, 2014,
the Debtor filed its reply to the objection and withdrew the first
application.  On Dec. 10, 2014, the Debtor filed another
application to employ Mr. Roth.  The U.S. Trustee filed an
objection to the second application mainly based on the same
provision of a non-refundable retainer.  On March 2, 2015, the
Debtor filed another application to employ Mr. Roth as special
counsel.

U.S. Bankruptcy Judge Enrique S. Lamoutte Inclan gave the Debtor 14
days to state its position as to the U.S. Trustee's objection.

                      U.S. Trustee Objection

Guy G. Gebhardt, the United States Trustee for Region 21, objected
to the compensation provisions of the second application that
attempts to establish that any fee or retainer disbursed will be
regarded as non-refundable; earned upon receipt, not to be
property of the estate and not applied to interim billing.

According to the U.S. Trustee, the fee or retainer cannot cease to
be property of the estate and cannot be regarded as non-refundable
or earned upon receipt in contravention of Section 330 of the
Bankruptcy Code, which provides that professional fees are not
earned without prior approval of the court.  Therefore, by
operation of Section 330 in the event the fee or retainer is not
used up as payment for the services provided the balance of
unearned monies must be returned to Debtor, the U.S. Trustee
points out.

The U.S. Trustee added, as to the $5,000 fee or retainer which is
to be disbursed post-petition to the proposed professional, the
post-petition disbursement is not in the ordinary course of the
Debtor's business and can only be allowed, if the circumstances so
warrant it.

                      About Instituto Medico

Instituto Medico del Norte, Inc. -- aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez -- sought protection under Chapter
11 of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20,843,692 in total assets and $20,107,642
in total liabilities.  The Debtor, however, said its real property
has a book value of $16,000,000 and personal property is worth
$6,105,979.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.



JADE WINDS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------
Debtor: Jade Winds Association, Inc.
        1700 NE 191st Street
        North Miami Beach, FL 33179

Case No.: 15-17570

Chapter 11 Petition Date: April 27, 2015

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

Judge: Hon. Robert A Mark

Debtor's Counsel: Bradley S Shraiberg, Esq.
                  SHRAIBERG, FERRARA, & LANDAU P.A.
                  2385 NW Executive Center Dr. #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801
                  Fax: (561) 998-0047
                  Email: bshraiberg@sfl-pa.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cristina D. Moinelo, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb15-17570.pdf


JAGUAR MINING: KPMG LLP Expresses Going Concern Doubt
-----------------------------------------------------
Jaguar Mining Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 6-K for the fiscal year ended
Dec. 31, 2014.

KPMG LLP, expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company will need
to obtain additional financing in order to discharge its
liabilities.

The Company reported net income of $131 million on $116 million in
revenue for the year ended Dec. 31, 2014, compared with a net loss
of $249 million on $134 million of revenues in the same period last
year.

The Company's balance sheet at Dec. 31, 2014, showed $195 million
in total assets, $93.7 million in total liabilities, and
stockholders' equity of $102 million.

A copy of the Form 6-K is available at:

                        http://is.gd/BU6YIc

Toronto-based Jaguar Mining Inc. -- http://www.jaguarmining.com/--
is a gold mining company engaged in gold production and in the
acquisition, exploration, development and operation of gold mineral
properties in Brazil.


LIONS GATE: S&P Retains 'BB-' Rating on 2nd Lien Debt Due 2022
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level rating
on Santa Monica, Calif.-based independent film studio Lions Gate
Entertainment Corp.'s senior secured second-lien term facility due
2022 remains 'BB-' with a recovery rating of '4', following the
company's announcement that it has upsized the facility by an
additional $25 million to $400 million.  The company originally
issued the facility on March 13, 2015.  The '4' recovery rating
reflects S&P's expectation for average (30%-50%; lower half of the
range) of principal in the event of a payment default.

The company plans to use the incremental $25 million for general
corporate purposes.

S&P's corporate credit rating on Lions Gate remains 'BB-' with a
stable outlook.

RATINGS LIST

Lions Gate Entertainment Corp.
Corporate Credit Rating                         BB-/Stable/--
  Senior Secured
   $400 mil. second-lien term facility due 2022  BB-
    Recovery Rating                              4



MAGINDUSTRIES CORP: Expects to File Financial Statements by June 1
------------------------------------------------------------------
MagIndustries Corp. is providing this bi-weekly default status
report in accordance with National Policy 12-203 respecting Cease
Trade Orders for Continuous Disclosure Defaults.  On March 24,
2015, the Company announced that the filing of the Company's
audited annual financial statements, related management's
discussion and analysis and accompanying CEO and CFO certifications
for the financial year ended December 31, 2014 would not be
completed by the prescribed period for the filing of such documents
under Parts 4 and 5 of National Instrument 51-102 respecting
Continuous Disclosure Obligations and pursuant to National
Instrument 52-109 respecting Certification of Disclosure in
Issuer's Annual and Interim Filings, namely within 90 days of the
year-end, being March 31, 2015.

As a result of this delay in the filing of the Required Filings,
the Ontario Securities Commission granted a temporary management
cease trade order on April 13, 2014 against the Company's Chief
Executive Officer and Chief Financial Officer, as opposed to a
general cease trade order against the Company.  The MCTO prohibits
all trading in securities of the Company, whether directly or
indirectly, by the Company's Chief Executive Officer and Chief
Financial Officer.  The MCTO does not affect the ability of other
shareholders to trade their securities.  However, the applicable
Canadian securities regulatory authorities could determine, in
their discretion, that it would be appropriate to issue a general
cease trade order against the Company affecting all of the
securities of the Company.

The Company's Board of Directors and management confirm that they
are working expeditiously to meet the Company's obligations
relating to the filing of the Required Filings no later than
June 1, 2015.

Pursuant to the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203, the Company
reports that since the Company's press release dated April 13,
2015:

  -- The investigation announced January 29, 2015 is proceeding
expeditiously.  The duration and findings of the investigation may
affect the nature of and prolong, beyond June 1, 2015, the duration
of the work needed to complete our financial statement audit.  The
Company is communicating regularly with the auditors to facilitate
the audit;

-- There have been no failures by the Company to fulfill its
stated intentions with respect to satisfying the provisions of the
alternative reporting guidelines;

-- There has not been, nor is there anticipated to be, any
specified default subsequent to the default which is the subject of
the Default Announcement; and

-- There is no other material information respecting the Company's
affairs that has not been generally disclosed.

Until the Required Filings have been filed, the Company intends to
continue to satisfy the provisions of the alternative information
guidelines specified in Section 4.4 of NP 12-203 by issuing
bi-weekly default status reports in the form of further press
releases, which will also be filed on SEDAR.  The Company expects
to file, to the extent applicable, its next default status report
on or about May 11, 2015.

Should the Company fail to file the Required Filings by June 1,
2015 or fail to provide bi-weekly status reports in accordance with
NP 12-203, the OSC can impose a cease trade order on MagIndustries,
such that all trading in securities of the Company cease for such
period as the OSC may deem appropriate.

                  About MagIndustries Corp.

MagIndustries -- http://www.magindustries.com/-- is a Canadian
company whose common shares are listed on the Toronto Stock
Exchange and trade in Canadian currency under the symbol "MAA".
The Company has 755,942,674 common shares outstanding.
MagIndustries is focused on the development of its potash assets in
the Republic of Congo.


MECKLERMEDIA CORP: Marcum Expresses Going Concern Doubt
-------------------------------------------------------
Mecklermedia Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.

Marcum LLP expressed substantial doubt about the Company's ability
to continue as a going concern, citing that the Company has had
recurring net losses and continues to experience negative cash
flows from operations.

The Company reported a net loss of $3.8 million on $3.56 million of
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $5.7 million on $2.81 million of revenues in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $4.01 million
in total assets, $1.82 million in total liabilities and total
stockholders' equity of $2.19 million.

A copy of the Form 10-K is available at:
                              
                       http://is.gd/xfJOTx
                          
Mecklermedia Corporation is a Norwalk, Connecticut-based Internet
media company that provides services for social media, traditional
media and creative professionals.  The Company also produces 3D
printing and Bitcoin trade shows.


METHES ENERGIES: Incurs $1.48-Mil. Net Loss in Q1 of 2015
---------------------------------------------------------
Methes Energies International Ltd. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
disclosing a net loss of $1.48 million on $378,000 of net revenue
for the three months ended Feb. 28, 2015, compared with net income
of $55,940 on $884,000 for the same period during the prior year.

The Company's balance sheet at Feb. 28, 2015, showed $9.00 million
in total assets, $4.86 million in total liabilities and total
stockholders' equity of $4.14 million.

As at Feb. 28, 2015, due in large part to the funds spent to
develop and build its Sombra facility as well as minimal sales of
biodiesel, the Company had an accumulated deficit of $22.2 million
and significant losses and negative cash flows from operations in
prior periods.  In addition, as of Feb. 28, 2015, the Company had
working capital deficiency of $1.20 million.

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

                        http://is.gd/bWUlzf

Methes Energies International Ltd. offers a range of products and
services for biodiesel fuel producers in the United States.  This
Las Vegas-based renewable energy company also markets and sells its
products in Canada.


MICRON TECHNOLOGY: Moody's Rates 2 New Sr. Notes Tranches 'Ba3'
---------------------------------------------------------------
Moody's Investors Service rated Micron Technology, Inc.'s two new
tranches of Senior Notes ("Senior Notes") due 2024 and 2026 at Ba3.
Micron's Ba2 Corporate Family Rating (CFR), the Ba3 rating on its
existing senior unsecured notes and the stable outlook are
unchanged . Proceeds of the Senior Notes will be used to build
Micron's pool of liquidity for retirement of convertible notes and
other debt and for general corporate purposes.

Issuer: Micron Technology, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3, LGD4

The issuance of the Senior Notes will initially increase debt by
about 14%, leading to a modest increase in debt to EBITDA (Moody's
adjusted) to about 1.3x from about 1.1x currently (latest twelve
months ended March 5, 2015). Nevertheless, Moody's expects Micron
will continue to reduce debt over the next year given Micron's
strong free cash flow generation and cash balance ($3.5 billion at
March 5, 2015 and $6.3 billion including short and long term
marketable investments).

While debt to EBITDA is low relative to many other companies at the
Ba rating level, leverage metrics can increase considerably during
a cyclical downturn or a heavy capital program. Indeed, with the
migration of the memory industry to three dimensional NAND
technology, we expect that capital expenditures will increase over
the next few years for Micron and its competitors.

Moreover, since we anticipate that Micron will continue to
refinance the convertible debt in order to reduce share dilution,
the market value of the convertible debt is relevant in assessing
Micron's financial profile. Assuming the full market value of the
convertible debt, debt to EBITDA (LTM March 5, 2015, Moody's
adjusted) is over 1.7x.

Still, Micron has good liquidity, based mostly on its significant
cash and marketable securities position, which provides the ability
to maintain capital expenditures and to make opportunistic
acquisitions during industry downturns.

The stable outlook reflects our expectation that Micron will
continue to maintain financial leverage below 1.5x (Moody's
adjusted) and improve financial flexibility as revenue and EBITDA
increase due to strong end-market demand, disciplined market
pricing, and Micron's improved operating efficiencies. We expect
that Micron will manage the DRAM production node transitions and
both the NAND node transition and the technology transition to 3D
NAND without material disruption to output levels.

The rating could be upgraded as Micron both increases gross profit
margin, indicating greater market pricing power, and shows evidence
of improved operational efficiency, such that we expect that
operating margins (Moody's adjusted) will be sustained above the
low digit teens percent through the cycle. We would expect these
improvements to occur within a market environment of continued
stable market pricing and core growth in demand for DRAM and NAND.
Maintenance of very strong liquidity, through access to cash and
generally positive free cash flow, and for Micron to maintain a
financial policy balancing the interests of creditors and
shareholders would also be important considerations for any
possible upgrade.

The ratings could be downgraded if Micron does not execute
successfully on its node transitions in DRAM and NAND, or in its
transition to mass production of 3D NAND. The ratings could also
come under pressure if industry pricing volatility returns to
patterns experienced prior to the industry consolidation in 2013.
If we expect leverage to be sustained above 2.0x EBITDA (Moody's
adjusted), the rating could be downgraded.

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.

Micron Technology, Inc., based in Boise, Idaho, manufactures and
markets semiconductor devices, principally DRAM, NAND Flash and NOR
Flash memory, as well as other innovative memory technologies,
packaging solutions and semiconductor systems.


MICRON TECHNOLOGY: S&P Assigns 'BB' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '3' recovery rating to Boise, Idaho-based
semiconductor solutions provider Micron Technology Inc.'s senior
unsecured notes due 2024 and 2026.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%; lower half of
the range) recovery in the event of a payment default.  S&P expects
net proceeds from the new notes to be used for general corporate
purposes, including refinancing a portion of the company's existing
convertible senior notes.

S&P's corporate credit rating on Micron remains 'BB' with a stable
outlook.

Ratings List

Micron Technology Inc.
Corporate Credit Rating                     BB/Stable/--
  Senior Unsecured notes due 2024 and 2026   BB
   Recovery Rating                           3L



MOBIQUITY TECHNOLOGIES: Incurs $10.5 Million Net Loss in 2014
-------------------------------------------------------------
Mobiquity Technologies, Inc., reported a net loss of $10.5 million
on $3.26 million in revenue for the year ended Dec. 31, 2014,
compared with a net loss of $6.09 million on $3.16 million of
revenue in the same period last year.

Sadler Gibb & Associates LLC expressed substantial doubt about the
Company's ability to continue as a going concern citing that the
Company has recurring losses, an accumulated deficit, and negative
cash flow from operations.

The Company's balance sheet at Dec. 31, 2014, showed $2.83 million
in total assets, $3.88 million in total liabilities, and
Stockholders' deficit of $1.04 million.

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

                        http://is.gd/dsClpG

Garden City, N.Y.-based Mobiquity Technologies, Inc., is an
advertising technology company focusing on connecting "fans" and
"brands" through a single platform utilizing online, social and
mobile.



MORTGAGE GUARANTY: Moody's Lifts Financial Strength Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the insurance financial strength
of Mortgage Guaranty Insurance Corporation (MGIC) and MGIC
Indemnity Corporation (MIC) to Ba1 from Ba3; the senior debt of the
parent, MGIC Investment Corporation (NYSE: MTG) to B2 from B3; and
the junior subordinated debt of MTG to B3(hyb) from Caa1(hyb), and
changed the outlook of these ratings to positive from stable.

These rating actions follow the release of the final private
mortgage insurer eligibility requirements (PMIERs) from Fannie Mae
and Freddie Mac on April 17, 2015. Among other requirements, the
PMIERs establish minimum capital standards for mortgage insurers
that insure loans purchased by Fannie Mae and Freddie Mac. Under
the PMIERs, an insurer's available assets must exceed minimum
required assets, as defined by the rules.

Moody's upgraded MGIC's financial strength by two notches to Ba1
based on the expectation that the company will readily comply with
the PMIERs by the effective date of 31 December 2015. The company
estimates a shortfall in required assets of $230 million as of 31
March 2015, without giving credit for reinsurance or liquid assets
at the holding company. Moody's expects that the combination of
earnings over the next three quarters, $45 million of approved
dividends from insurance affiliates, and qualifying reinsurance
will put MGIC comfortably above the minimum requirements.

MGIC's upgrade also reflects its return to profitability after the
2008-09 financial crisis as incurred losses continue to fall with
delinquent loan inventories. In 2014, the group reported an annual
profit for the first time since the financial crisis.

The positive outlook reflects Moody's view that results will
continue to improve as pre-2009 vintage loans burn out and claim
payouts fall.

Moody's upgraded MIC's financial strength by two notches to Ba1 in
lockstep with MGIC's rating. MIC is a subsidiary of MGIC that was
capitalized in 2012 but stopped writing new business in 2013, after
MGIC shored up its capital and was allowed to write new business in
all jurisdictions once again. At year end 2014, MIC carried
significant amounts of excess capital with $469 million of
statutory surplus and minimal risk-in-force on its books. While
management remains open to options for MIC, ranging from
repatriating capital to MGIC to exploring new business
opportunities, Moody's expects MIC to remain well-capitalized for
its risks.

Moody's upgraded the debt ratings at the parent company by one
notch. The release of the final PMIERs makes clear that the parent
will not have to downstream substantial liquid assets for MGIC to
achieve compliance. As of March 31, 2015, the parent company has
$494 million of cash and investments, sufficient to pay down $62
million of senior notes due in November 2015 and meet annual debt
service of $66 million in 2015 and $62 million in 2016.

Moody's noted, however, that the company has $345 million of
convertible senior notes coming due in 2017 (convertible to common
shares at holders' option but currently not in the money) and an
overhang from a significant IRS tax dispute that is in litigation.
MGIC stated that the tax dispute could result in $132 million in
penalties (net of the $65 million already paid), $172 million or
more in owed interest, and $48 million in related state back taxes
and interest.

Current holding company liquidity may have to be augmented by other
means to meet the 2017 debt maturity and potential tax penalties,
stated Moody's. Management may have to seek approval from MGIC's
state regulators to allow an extraordinary dividend at some point
given that MGIC has no unrestricted dividend capacity for the
foreseeable future.

Moody's noted that the following factors could lead to a further
upgrade: (1) certain and comfortable compliance with the PMIER
requirements when they become effective at year-end 2015; (2) more
clarity about the range of potential outcomes in the group's tax
dispute with the IRS; (3) convertible noteholders convert their
notes to common shares; (4) better alignment of the debt maturity
profile to MGIC's expected dividend capacity; (5) continued
improvement in profitability; (6) increased demand for mortgage
insurance; (7) positive operating cash flows.

The following factors could lead to a downgrade: (1) significant,
adverse development in the insured mortgage portfolio; (2)
inability to meet PMIER requirements by year end 2015; (3) a
deterioration in the parent company's ability to meet its debt
service requirements over the next few years; and (4) inability of
the group to earn its cost of capital.

The following ratings have been upgraded, with positive outlook:

* Mortgage Guaranty Insurance Corporation -- insurance
   financial strength to Ba1 (from Ba3);

* MGIC Indemnity Corporation (MIC) -- insurance financial
   strength to Ba1 (from Ba3);

* MGIC Investment Corporation -- senior unsecured to B2 (from
   B3); junior subordinated debt to B3(hyb) (from Caa1(hyb)).

MGIC Investment Corporation is the parent company of Mortgage
Guaranty Insurance Corporation (MGIC) and other US mortgage
insurance operations. At March 31, 2015, the consolidated group had
$5.3 billion of total assets and $1.2 billion of shareholders'
equity. At March 31, 2015, MGIC had $166.1 billion of primary
insurance in force covering approximately one million mortgages.

The principal methodology used in these ratings was Mortgage
Insurers published in April 2015.


NICHOLS CREEK: Withdraws $14.9-Mil. Sale of Property
----------------------------------------------------
Nichols Creek Development, LLC, notified the U.S. Bankruptcy Court
that it has withdrawn the motion for authorization to sell property
pursuant to Section 363 of the Bankruptcy Code.  The Debtor, in its
objection to Whitney Bank's motion to dismiss the Debtor's Chapter
11 case, had asked the court to deny dismissal as it is selling its
property to a third party for $14,900,000.  The buyer deposited
$75,000 in escrow, and the sale was scheduled to close March 23,
2015.

A hearing on the dismissal motion is scheduled for June 10, 2015
10:00 a.m.  Whitney Bank, formerly known as Hancock Bank, is asking
the Court to dismiss the Chapter 11 case, as a bad faith filing; or
in the alternative, grant relief from the automatic stay.  Whitney
Bank, as assignee of FDIC as receiver for People's First Community
Bank, said that the real property of the Debtor subject to the
mortgage is underdeveloped real property owned located in Duval
County, Florida.  Whitney Bank also said that the Debtor is a
single assets real estate with no hope or ability proposing a
viable, confirmable plan of reorganization.

                      About Nichols Creek

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

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

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



OAS SA: Noteholders Object to Injunction Request
------------------------------------------------
Aurelius Capital Management, LP, and several other noteholders
object to the motion of Renato Fermiano Tavares, as purported
foreign representative for the Brazilian bankruptcy proceedings of
OAS S.A. and its affiliates for provisional relief pursuant to
Section 1519 of the U.S. Bankruptcy Code, complaining that the
Debtors seek to obtain a sweeping injunction on less than two days
notice to some parties-in-interest and no notice to numerous
others.

According to the noteholders, the claimed emergency is an illusory
one of the Debtors' own making, as the Debtors and their
co-obligors have been in payment default on many of their debts
since January 2015.  The Debtors' request for a preliminary
injunctions on virtually no notice flies in the face of the vitally
important procedures and safeguards mandated by Section 1519(e) and
the Federal Rules of Bankruptcy Procedure: to protect due process
rights, a complaint and the commencement of an adversary proceeding
are required to afford potential objectors the opportunity to take
discovery and fully brief their objections.

The other noteholders are entities Aurelius Capital manages,
including Aurelius Investment, LLC, and Huxley Capital Corporation;
and Alden Global Capital LLC on behalf of entities it manages,
including Alden Global Adfero BPI Fund, Ltd., Alden Global
Opportunities Master Fund, L.P., Alden Global Value Recovery Master
Fund, L.P., and Turnpike Limited.  These noteholders are holders or
managers of entities that hold beneficial interests in certain
8.00% Senior Notes due 2021 issued by OAS Finance Limited and
guaranteed by OAS S.A., OAS Investimentos S.A. and Construtora OAS
S.A.; and/or certain 8.25% Senior Notes due 2019 issued by OAS
Investments GmbH and guaranteed by OAS S.A., OAS Investimentos S.A.
and Construtora OAS S.A.; and/or certain 8.875% Perpetual Notes
issued by OAS Finance Limited and guaranteed by OAS S.A., OAS
Investimentos S.A. and Construtora OAS S.A.

The Noteholders are represented by:

         Allan S. Brilliant, Esq.
         Craig P. Druehl, Esq.
         Stephen M. Wolpert, Esq.
         DECHERT LLP
         1095 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 698-3500
         Fax: (212) 698-3599
         Email: allan.brilliant@dechert.com
                craig.druehl@dechert.com
                stephen.wolpert@dechert.com
                
                     About OAS S.A.

The OAS Group is among the largest and most experienced
infrastructure companies in Brazil, focusing on heavy engineering
and equity investments in infrastructure projects located in and
outside Brazil and abroad for both public and private clients. The
OAS Group provides services in 22 countries in Latin America, the
Caribbean and Africa.

Based in Sao Paulo, Brazil, OAS S.A. is the holding company at the
apex of the OAS Group. Its share capital is divided between CMP
Participacoes Ltda. (owned by Mr. Cesar de Araujo Mata Pires),
which has a 90% stake, and LP Participacoes e Engenharia Ltda
(owned by Mr. Jose Adelmario Pinheiro Filho, which has a 10%
stake.

Amid an investigation into alleged corruption and money
laundering, and missed interest payments, OAS S.A. and its
affiliates Construtora OAS S.A., OAS Investments GmbH, and OAS
Finance Limited on March 31, 2015, commenced judicial
reorganization proceedings before the First Specialized Bankruptcy
Court of Sao Paulo pursuant to Federal Law No. 11.101 of
February 9, 2005 of the laws of the Federative Republic of Brazil.

On April 15, 2015, OAS S.A., et al., filed Chapter 15 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 15-10937) in Manhattan,
in the United States to seek U.S. recognition of the Brazilian
proceedings. Renato Fermiano Tavares, as foreign representative,
signed the petitions. The cases are assigned to Judge Stuart M.
Bernstein. White & Case, LLP, serves as counsel in the U.S. cases.

OAS S.A. listed at least US$1 billion in assets and liabilities.


OMAGINE INC: Auditor Expressess Going Concern Doubt
---------------------------------------------------
Omagine, Inc., reported a net loss of $6.83 million on $nil in
revenues for the year ended Dec. 31, 2014, compared to a net loss
of $2.68 million on $nil of revenues in the same period last year.

Michael T. Studer CPA P.C. expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
negative working capital of the Company of $521,000 as of Dec. 31,
2014. Further, the Company incurred net losses of $6.77 million and
$2.64 million for the years ended Dec. 31, 2014 and Dec. 31, 2013
respectively.

The Company's balance sheet at Dec. 31, 2014, showed $1.16 million
in total assets, $1.64 million in total liabilities, and a
stockholders' deficit of $479,000.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at http://is.gd/qg6079

New York City-based Omagine, Inc., is a holding company.  The
Company conducts substantially all its operations through its
wholly owned subsidiary, Journey of Light, Inc. (JOL), and its
60%-owned subsidiary, Omagine LLC.  The Company focuses on real
estate development, entertainment and hospitality ventures and on
developing, building, owning and operating tourism and residential
real estate development projects, primarily in the Middle East and
North Africa (the MENA Region).


ONE SOURCE: Hearing on Bank's Stay Relief Motion Reset to May 13
----------------------------------------------------------------
The Bankruptcy Court rescheduled until May 13, 2015, at 1:30 p.m.,
the hearing to consider creditor Texas Capital Bank's motion for
relief from stay in the Chapter 11 case of One Source Industrial
Holdings, LLC.  The hearing was previously scheduled for Feb. 18.

The Bank in its motion to lift the stay asserted that the Debtors
are in arrears on monthly direct and trustee payments for the
October 2014 payment and every payment thereafter in the total
amount of $51,486.

The Debtor, in its response, stated that the motion must be denied
because:

   1. The Bank is adequately protected by insuring and maintaining
the equipment based upon the substantial equity in the equipment;

   2. If required to provide adequate protection to the Bank, the
Debtors are willing to make such periodic adequate protection
payments to the Bank as may be ordered by the Court;

   3. the equipment is necessary for the Debtors' reorganization;
and

   4. the Bank has failed to show cause to modify the stay.

   5. The equipment has a value far in excess of the remaining
debt.

The Bank is represented by:

         Sidney H. Scheinberg, Esq.
         Jenny Martinez, Esq.
         GODWIN LEWIS PC
         1201 Elm Street, Suite 1700
         Dallas, TX 75270
         Tel: (214)939-4501
         Fax: (214)527-3116
         E-mail: Sid.Scheinberg@GodwinLewis.com

The Debtors' attorneys can be reached at:

         J. Robert Forshey, Esq.
         Suzanne K. Rosen, Esq.
         FORSHEY & PROSTOK LLP
         777 Main St., Suite 1290
         Fort Worth, TX 76102
         Tel: (817) 877-8855
         Fax: (817) 877-4151
         E-mail: bforshey@forsheyprostok.com
                 srosen@forsheyprostok.com

                    About One Source Industrial

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

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

One Source Holdings sought Chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 14-44996) in Ft. Worth, Texas, on
Dec. 16, 2014.  One Industrial sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 15-400038) on Jan. 4, 2015.
Holdings' case is assigned to Judge Russell F. Nelms.

The Debtor disclosed $12,036,897 in assets and $15,890,063 in
liabilities as of the Chapter 11 filing.

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

No creditor's committee has been appointed in the cases.  Further,
no trustee or examiner has been requested or appointed in the
Debtors' Chapter 11 cases.



ORGENESIS INC: Reports $790K Net Loss for Quarter Ended Feb. 28
---------------------------------------------------------------
Orgenesis Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $790,000 for the three months ended Feb. 28, 2015, compared with
a net loss of $709,000 for the same period in 2013.

The Company's balance sheet at Feb. 28, 2015, showed $1.23 million
in assets, $4.85 million in total liabilities, and a stockholders'
deficit of $3.62 million.

The Company's continuation as a going concern is dependent on its
ability to obtain additional financing as may be required and
ultimately to attain profitability.

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

                        http://is.gd/d4TZeS

Orgenesis Inc., a development stage company, is engaged in research
and development in the biotechnology field in Israel.  It intends
to develop a technology for regeneration of functional
insulin-producing cells thus enabling normal glucose regulated
insulin secretion through cell therapy.  The company was formerly
known as Business Outsourcing Services, Inc. and changed its name
to Orgenesis Inc. in August 2011.  Orgenesis Inc. was founded in
2008 and is based in White Plains, New York.



ORLANDO GATEWAY: Section 341(a) Meeting Set for May 18
------------------------------------------------------
There will be a meeting of creditors in the bankruptcy cases of
Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
on May 18, 2015, at 11:00 a.m. at Orlando, FL (687) Suite 1203B,
George C. Young Courthouse, 400 West Washington Street.  Creditors
have until Aug. 3, 2015, to file their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                       About Orlando Gateway
   
Nilhan Hospitality, LLC, and Orlando Gateway Partners, LLC
commenced Chapter 11 bankruptcy cases (Bankr. M.D. Fla. Case No.
15-03447 and 15-03448, respectively) in Orlando, Florida on
April 20, 2015.  Chittranjan Thakkar, the manager, signed the
petitions.

Orlando Gateway, Orlando Sentinel states, is a $500 million retail
and residential complex -- which includes two restaurants, a
Bonefish Grill and Carraba's, and plans for additional commercial
and residential build out -- near Orlando International Airport.

Nilhan estimated $1 million to $10 million in assets and $10
million to $50 million in debt while Orlando Gateway estimated at
least $10 million in assets and debt.

The Debtors are represented by Kenneth D Herron, Jr., Esq., at
Wolff, Hill, McFarlin & Herron, P.A.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due Aug. 18, 2015.


PEACHTREE CASUALTY: A.M. Best Cuts Issuer Credit Rating to 'ccc'
----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C
(Weak) from C++ (Marginal) and the issuer credit rating to "ccc"
from "b" of Peachtree Casualty Insurance Company (Peachtree)
(Longwood, FL).  Both ratings have been removed from under review
with negative implications and assigned a negative outlook.

The rating downgrades are the result of the reduction in
Peachtree's risk-adjusted capitalization following recent
volatility in its underwriting performance.  Significant
underwriting losses in 2014 have contributed to a sharp decline in
Peachtree's policyholder surplus, which resulted in elevated
underwriting leverage measures and risk-adjusted capitalization
that is no longer supportive of its previous rating level.

This recent deterioration was driven by rapid new premium growth in
Texas, adverse loss experience in Florida, Texas and Georgia, as
well as increased claims overhead and underwriting expenses.

In response to the 2014 underwriting results and weakened capital
position, management has taken corrective actions, which include
reductions in certain unprofitable auto programs, significant rate
increases, tightening of underwriting guidelines, producer
terminations and better control of claims overhead and underwriting
expenses.  Furthermore, Peachtree recently received a capital
infusion from its parent company, in the form of a surplus note.

The negative outlook further reflects the potential for continued
operating losses and the uncertainty that management's initiatives
will return the company to operating profitability over the
intermediate term.

There is potential for further negative rating action if Peachtree
fails to improve its operating performance, along with its
policyholders' surplus and risk-adjusted capitalization, as
measured by Best's Capital Adequacy Ratio.  Stabilization of the
outlook is contingent upon consistent and improved operating
performance.


PG&E CORP: Ordered to Pay $1.6 Billion for Deadly Gas Blast
-----------------------------------------------------------
Mark Chediak, writing for Bloomberg News, reported that California
regulators imposed the largest penalty for a U.S. natural-gas
utility, ordering PG&E Corp. to pay $1.6 billion for failures that
led to a deadly 2010 natural gas pipeline explosion in a San
Francisco suburb.

According to the report, a faulty weld on the pipeline caused an
explosion and fire rupture that killed eight people and destroyed
38 homes in San Bruno, California.  PG&E, owner of the state's
largest utility, committed 2,425 violations of safety rules in the
decades leading up to the incident and still faces as much as $1.13
billion in federal criminal fines for the blast and has committed
to spend $2.8 billion to improve pipeline safety, the Bloomberg
report said.

The San Francisco-based company had warned that an earlier
staff-proposed fine of $2.25 billion would push it to the edge of
bankruptcy, the Bloomberg report noted.

PG&E Corporation is a holding company that conducts its business
through Pacific Gas and Electric Company (Utility). The
Utility's revenues are generated mainly through the sale and
delivery of electricity and natural gas to customers.


PORT AGGREGATES: May 20 Fixed as Claims Bar Date
------------------------------------------------
The Bankruptcy Court established May 20, 2015 at 4:30 p.m., as the
deadline for any individual or entity to file proofs of claim
against Port Aggregates, Inc.  

                      About Port Aggregates

Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. La. Case No. 14-51580) in Lafayette, Louisiana, on
Dec. 19, 2014, without stating a reason.  The Debtor disclosed
$34,145,728 in assets and $15,720,035 in liabilities as of the
Chapter 11 filing.  

The case is assigned to Judge Robert Summerhays.  The Debtor has
tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam,
Duplantis & Eagan LLC, as counsel.

The petition was signed by Andrew L. Guinn, Sr., president.

The Debtor recently submitted amended schedules.  Copies are
available for free at:

   http://bankrupt.com/misc/PortAggregates_148_amendedSAL_D.pdf  
   http://bankrupt.com/misc/PortAggregates_147_amendedSAL_A.pdf

Douglas S. Draper was appointed as examiner for the Debtor's case.



PREFERRED PROPPANTS: Moody's Lowers CFR to 'Caa2', Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded Preferred Proppants, LLC's
Corporate Family Rating to Caa2 from Caa1, the Probability of
Default Rating to Caa2-PD from Caa1-PD, and the $350 million senior
secured term loan rating to Caa1 from B3. The ratings outlook is
stable.

The following ratings actions were taken:

  -- Corporate Family Rating, downgraded to Caa2 from Caa1;

  -- Probability of Default, downgraded to Caa2-PD from Caa1-PD;

  -- $350 million senior secured term loan, downgraded to Caa1,
     LGD-3 from B3, LGD-3;

  -- The outlook is stable.

The ratings downgrade reflects Moody's expectation that key credit
metrics will deteriorate in 2015 and that Preferred Proppants'
enterprise value vis-a-vis its total debt claims has diminished.
Moody's believes EBITDA will decline from 2014, stemming from
weakness in the oil and natural gas industry which is impacting the
company's customer base and demand for proppant despite
proppant-intensive hydraulic fracturing techniques. Moody's also
expects balance sheet debt to increase through Preferred Proppants'
employment of its payment-in-kind ("PIK") interest feature in its
2nd Lien Notes.

The number of land-based drilling rigs has dropped approximately
50% since November 2014 and many energy companies are preserving
capital by delaying well completion. As a result the number of
drilled but uncompleted wells is rising and that is expected to
continue until completion-services costs decline, or oil and
natural gas prices improve. This market dynamic translates into
even worse demand for proppants than the decline in rig count would
suggest. In Moody's view, the rise in proppant-intensive fracking
techniques will not be enough to offset rig count decline and the
build-up of uncompleted wells in 2015. As a result, we expect
Preferred Proppant's earnings and profit margins to suffer.

Preferred Proppants' Caa2 Corporate Family Rating reflects the
company's small scale, high and increasing debt leverage, limited
amount of northern white frac sand reserves, end market
concentration in the cyclical oil and gas industry, and weak free
cash flow. The ratings also reflect Preferred Proppants's new
capital structure. In particular, the $300 million 2nd Lien Notes
provide for a payment-in-kind ("PIK") interest option which offers
liquidity flexibility. However, adjusted debt-to-EBITDA will
increase should the company avail itself of this option, which we
believe it will. Beyond the PIK feature, we believe overall
liquidity is likely to diminish with prolonged weakness in the oil
and natural gas end markets. The ratings consider weakness in the
oil and natural gas market, Preferred's unique resin-coated sand
product, the company's high customer concentration, and the
company's private ownership by a combination of management and
private equity.

Moody's indicated that the ratings are not likely to experience
upward movement in the near-term. However, the ratings would be
considered for an upgrade if the company reduced adjusted
debt-to-EBITDA and generated free cash flow such that
EBIT-to-interest coverage inclusive of non-cash interest was 1.0x
or greater.

The company's ratings could face downward pressure if liquidity
weakens or the company's enterprise value compared to its total
debt claims weakens further.

The principal methodology used in these ratings was Building
Materials Industry published in September 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.


PRESTIGE BRANDS: Moody's Rates New $853MM Term Loan B-3 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Prestige Brands,
Inc.'s proposed new $853 million Term Loan B-3. Proceeds of the new
term loan will be used to refinance the company's existing $218
million Term Loan B-1 and $660 million Term Loan B-2. Upon closing
of the new Term Loan B-3, Moody's expects to withdraw ratings on
the Term Loans B-1 and B-2. All other ratings are unchanged. The
outlook is stable.

Prestige Brands, Inc.

  -- $853 million senior secured term loan B-3 due 2021 at B1,
     LGD 3

  -- The outlook is stable.

Prestige's B2 Corporate Family Rating (CFR) reflects the stable
cash flow generated from the company's portfolio of mature niche
branded OTC healthcare products, offset by high pro forma leverage,
aggressive financial policies, and ongoing acquisition event risk.
The company has good brand names, but operates in categories with
flat to low single digit growth and high price elasticity. Prestige
is building its portfolio largely through acquisitions, and
demonstrates good execution investing in product development,
distribution and marketing to stabilize the market share of those
brands. But its small scale and OTC business focus create greater
relative exposure than its more broadly diversified consumer
product peers to category competition, concentrated retail
distribution, product recalls and possible legal liability.

Prestige's stable rating outlook reflects Moody's view that the
company will generate flat to low single digit organic revenue
growth and more than $130 million of annual free cash flow by
continuing to reinvest in marketing and product development.
However, Moody's does not expect the company to delever
sufficiently to warrant an upgrade over the next 12-18 months.
Moody's also anticipates that Prestige will continue to complete
modestly sized acquisitions and maintain good liquidity.

Prestige's ratings could be downgraded if its financial performance
deteriorates as a result of market share erosion, lengthy product
interruptions/recalls, increased promotional spending, or the
completion of debt-financed acquisitions or shareholder
distributions. Specifically, if debt-to-EBITDA remains above 6.5
times for a sustained period, ratings could be downgraded. A
deterioration of liquidity could also result in a downgrade.

For an upgrade, Prestige would need to profitably increase its
scale and diversity, sustain steady organic growth, and commit to a
more conservative financial profile such that debt-to-EBITDA is
sustained below 5.0x and EBIT-to-interest is sustained above 2
times factoring in potential acquisitions. Prestige would also need
to maintain a good liquidity position to be considered for an
upgrade.

Prestige Brands, Inc., headquartered in Tarrytown, New York, is a
leading marketer of a broad portfolio of branded over-the counter
("OTC") healthcare and household cleaning products. Key brands
include Beano, Monistat, EPT, Compound W, Chloraseptic, Clear Eyes,
Luden's, Dramamine, BC, and Goody's. Revenues for the 12 months
ending December 31, 2014 were approximately $672 million.

The principal methodology used in this rating was Global Packaged
Goods published in June 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


PTC SEAMLESS: Files for Ch. 11 Amid Dispute with Contractor
-----------------------------------------------------------
PTC Seamless Tube Corp., a unit of PTC Group Holdings Corp., sought
bankruptcy protection following cost overruns involving the
construction of its plant in Kentucky and a dispute with the
primary contractor, Robinson Mechanical Construction, Inc.

The Debtor contracted Robinson to convert a Croatian manufacturing
facility into a state-of-the-art pipe mill in Hopkinsville,
Kentucky, on a "time and materials" basis.  But the project is
substantially over budget and eight months behind schedule.

Based upon a competitive bidding process, it is estimated that
completing the Project will cost between $13 million to $22 million
and take approximately seven months once work on the project is
restarted, according to a court filing by the Debtor.

"The Debtor commenced this Chapter 11 Case to provide breathing
room while it pursues additional financing to enable it to complete
construction of the plant to enable it to produce tube or,
alternatively, to sell substantially all of its assets through a
Section 363 sale.  The Debtor's objective is to develop a strategy
that allows it finance the construction of the project pending
formulation of a plan of reorganization, whether as a standalone or
through a sale process designed to maximize recovery for its
creditors," Peter Whiting, CEO, explained in a court filing.

The Debtor has secured obligations in excess of $160 million: (i)
$43.8 million in outstanding principal obligations under a
revolving credit facility ("ABL Credit Facility") provided to the
Debtor and certain PTC subsidiaries, and payable to lenders led by
Wells Fargo Bank, National Association, as administrative agent,
(ii) $117 million owing under a term loan provided to the Debtor's
parent and guaranteed by the Debtor and payable to certain lenders
for which Credit Suisse AG, Cayman Islands Branch serves as
administrative and collateral agent, and (iii) certain capital
leases.  The Debtor also has more than $100 million owing to
unsecured creditors.

The Debtor is still negotiating with potential lenders regarding
funding for the Chapter 11 effort.  As the Debtor has no liquidity
to fund operations during this time, PTC Group has agreed to extend
limited bridge financing on an unsecured basis to the Debtor in the
principal amount of $650,000.

                      Dispute with Contractor

PTC viewed the seamless tube market as a potential area of growth
for its business.  In June 2012, Seamless purchased a dormant steel
tube plant in Croatia for $6.3 million.  In connection therewith,
it developed a strategy for dismantling, refurbishing, relocating,
and installing the seamless plant in North America.  The
dismantling, refurbishing, and relocating process took nearly a
year.  Seamless estimated that the total cost of this project would
be $68 million and that Seamless would produce tubes in September
2014.

Seamless selected a site in Hopkinsville, Kentucky, where PTC
formerly operated a facility dedicated to making specialty welded
tubes for the automobile industry.  A complete overhaul of the
Hopkinsville site was needed to accommodate the seamless mill
equipment.  Seamless solicited bids for the renovation of the
Hopkinsville plant and, in the May of 2013, signed a contract with
Robinson.

However, the construction and installation of the plant faced
overruns in the cost and delays.  The overruns are the subject of a
breach of contract suit filed by Seamless against Robinson, as the
primary contractor, which is currently pending in this District at
Case No. 2:15-cv-00433-MRH (the "District Court Action").

Robinson's initial renovations for the plant were satisfactory, as
a result, it was awarded a contract for Phase I of the project,
which encompassed substantially all equipment installations needed
to produce seamless tube.  Robinson estimated that its work on
Phase I would cost Seamless approximately $25 million through
completion and that the project would be completed by Sept. 16,
2014.

After construction commenced, Robinson failed to perform as
promised.  Robinson represented that it had the requisite skill and
manpower to complete the project.  Seven months after the target
completion date, Robinson is significantly over budget and Phase I
still is not complete.

Consequently, the Debtor recently solicited competing bids to
complete installation for one piece of equipment within Robinson's
existing scope of work, the pilger mill.  The bidders on the pilger
mill installation estimated the work would take significantly less
time and money than Robinson has estimated for the same scope of
work.

On March 11, 2015, Seamless notified Robinson that, in accordance
with certain provisions in the parties' agreement, it disputed the
amounts Robinson has invoiced Seamless and that Seamless was
exercising its audit rights under the contract.  In the Chapter 11
proceeding and the District Court Action, Seamless seeks to remedy
the excessive billing to date and recover the damages sustained as
a result of Robinson's conduct.  As of the Petition Date,
Robinson's invoices disputed by Seamless total more than $14
million.

The delays and cost overruns caused by Robinson have created
liquidity issues for Seamless.  Although Robinson has provided
estimates for the remaining costs and time required to complete the
project, Robinson's estimates have been unreliable.  Seamless
currently estimates that it could take an additional three months
until Phase I construction is completed; however, more time is
needed to confirm the accuracy of its estimates.  Likewise,
Seamless needs additional time to evaluate how much additional
investment is needed to complete Phase I.

Under the circumstances, neither Seamless's parent, PTC Group, nor
its ABL Lender was willing to make additional advances to Seamless
to complete construction of the plant.

The significant cost overruns caused by Robinson together with
Seamless' limited liquidity and inability to produce income have
left Seamless with insufficient funds to pay its debts as they come
due.

In an effort to address the financial challenges that it faces, the
Debtor has undertaken significant efforts to reduce expenses.  In
February 2015, the Debtor reduced its work force.  Since that time,
the Debtor has reduced its work force further.  All work on the
project has been idled.  The Debtor also solicited alternative bids
for the completion of Phase I of the project on a fixed-sum, rather
than time and materials basis, to provide the Debtor with certainty
as to the cost of the remaining work.

The Debtor, accordingly, commenced a Chapter 11 case to provide
breathing room while it pursues additional financing to enable it
to complete construction of the plant or, alternatively, to sell
substantially all of its assets through a 11 U.S.C. Section 363
sale.

                         First Day Motions

The Debtor on the Petition Date filed motions to:

   -- pay prepetition wages and benefits;
   -- pay prepetition taxes and fees;
   -- prohibit utilities from discontinuing service;
   -- obtain relief from deposit requirements;
   -- obtain unsecured bridge financing; and
   -- make installment payments under insurance policies.

A copy of the affidavit in support of the first day motions is
available for free at:

  http://bankrupt.com/misc/PTC_Seamless_1st_Day_Affidavit.pdf

                        About PTC Seamless

PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC.  Seamless's executive and financial operations are based
in Wexford, Pennsylvania.  Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.

PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products, fabricated
parts, and precision components.  PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc.  PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.

Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.
Judge Carlota M. Bohm presides over the case.  PTC Group and
Alliance have not commenced Chapter 11 cases.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015.  The deadline for
governmental entities to file claims is Oct. 23, 2015.

The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.

The Debtor disclosed $99,347,576 in total assets and   $280,030,034
in liabilities in its schedules.


PTC SEAMLESS: Files Schedules of Assets & Liabilities
-----------------------------------------------------
PTC Seamless Tube Corp. filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,460,000
  B. Personal Property           $93,887,576
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $178,113,826
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $244,685
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $101,671,522
                                 -----------      -----------
        TOTAL                    $99,347,576     $280,030,034

A copy of the schedules is available for free at:

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

                        About PTC Seamless

PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC.  Seamless's executive and financial operations are based
in Wexford, Pennsylvania.  Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.

PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products, fabricated
parts, and precision components.  PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc.  PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.

Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.
Judge Carlota M. Bohm presides over the case.  PTC Group and
Alliance have not commenced Chapter 11 cases.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015.  The deadline for
governmental entities to file claims is Oct. 23, 2015.

The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.


PTC SEAMLESS: Proposes $650,000 Bridge Financing From Parent
------------------------------------------------------------
PTC Seamless Tube Corp. is asking the U.S. Bankruptcy Court for the
Western District of Pennsylvania for authority to obtain up to
$650,000 in bridge financing from its parent, PTC Group Holdings
Corp.

The Debtor and its financial advisor, Candlewood Partners, LLC, are
soliciting from potential DIP lenders.  While the Debtor has been
negotiating terms of a potential DIP facility with several
potential lenders, the Debtor has not completed solicitation of and
negotiation with potential lenders and, therefore, is unable to
seek approval of a DIP facility at this time.  The Debtor may need
up to two weeks to complete this process, but the Debtor has no
liquidity to fund operations during this time.

Under these circumstances, PTC Group has agreed to extend limited
bridge financing on an unsecured basis to the Debtor, provided that
such financing is entitled to administrative priority treatment
under Section 503(b)(1) of the Bankruptcy Code in accordance with
Section 364(b).

The outstanding loans and other obligations under the Bridge
Facility will bear interest at the rate of 2% per annum, payable in
cash at maturity.  The term of the Bridge Facility will extend
until the earliest to occur of (x) the date the Debtor receives the
proceeds of a DIP facility approved by final order of the Court or
(y) one year after the commencement of the Chapter 11 Case.  The
Debtor agreed to a waiver of discharge, i.e. the Bridge Obligations
will not be discharged under any Chapter 11 plan confirmed in the
Debtor's Chapter 11 Case.

Joseph D. Filloy, Esq., at Reed Smith LLP, attests that approval of
the Bridge Facility will not impair any rights of the Debtor's
creditors.  Consistent with the Bankruptcy Code and Congressional
intent, loans under the Bridge Facility will receive the same
treatment as any other postpetition expense that preserves the
estate.  And, according to Mr. Filloy, because the Bridge Facility
will be made as an unsecured loan, it will not impair the liens of
any secured creditors.

                        About PTC Seamless

PTC Seamless Tube Corp. was created by PTC Group Holdings Corp. to
enter into the seamless tube market, a new type of manufacturing
for PTC.  Seamless's executive and financial operations are based
in Wexford, Pennsylvania.  Seamless has a single plant located in
Hopkinsville, Kentucky, which is under construction.

PTC Group and its subsidiaries are leading manufacturers and
marketers of steel tubing, tubular shapes, bar products, fabricated
parts, and precision components.  PTC Group was formed in 2000 by
the merger of the Pittsburgh Tube Company and J.H. Roberts
Industries, Inc.  PTC Group has two direct subsidiaries: Seamless
and PTC Alliance Corp.

Seamless sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa.
Case No. 15-21445) in Pittsburgh, Pennsylvania, on April 26, 2015.
Judge Carlota M. Bohm presides over the case.  PTC Group and
Alliance have not commenced Chapter 11 cases.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Aug. 24, 2015.  The deadline for
governmental entities to file claims is Oct. 23, 2015.

The Debtor tapped Reed Smith, LLP as counsel; Candlewood Partners,
LLC as investment banker and financial advisor; and Logan &
Company, Inc., as claims, noticing, and balloting agent.

The Debtor disclosed $99,347,576 in total assets and   $280,030,034
in liabilities in its schedules.


QUICKEN LOANS: Moody's Assigns First-Time 'Ba2' Corp. Family Rating
-------------------------------------------------------------------
Moody's Investors Service assigned a first-time Ba2 corporate
family rating to Quicken Loans Inc. and a Ba2 unsecured debt rating
to the company's planned $1,250 million senior unsecured bond
offering. The outlook is stable.

The ratings reflect the company's solid profitability and strong
capital position. The ratings also reflect the company's strong
market position in the US mortgage market as the 3rd largest US
mortgage originator and the 10th largest US mortgage servicer.
Offsetting these positives is the company's moderate liquidity
position due to its reliance on short-term secured repurchase
facilities to fund its mortgage originations, all of which mature
within a year. Quicken is currently the highest rated US specialty
mortgage finance company that Moody's rates.

On April 27, 2015, the company announced its intention to issue
$1,250 million senior unsecured debt. The company is planning to
distribute $1 billion of the proceeds to shareholders with the
remaining being used for general corporate purposes.

The stable outlook reflects Moody's expectation that Quicken will
be able to maintain its solid profitability and capital position as
well as maintain its strong market positioning as a leading US
mortgage originator,

The company's ratings could be upgraded in the event that it
strengthens its liquidity profile while it continues to maintain
its strong financial profile and strong franchise position with net
income to assets consistently above 5% and tangible common equity
(TCE) as a percent of tangible managed assets (TMA) above 25%.
Furthermore, a reduction in the company's secured debt to gross
tangible assets ratio to less than 50%, a lengthening of the
maturities of the company's repurchase facilities, and a more even
distribution of unsecured debt maturities, would be viewed
positively.

The company's ratings could be downgraded if its financial profile
or franchise position weaken. Negative ratings pressure may develop
if 1) its market share falls below 3.5%, 2) profitability weakens
with net income expected to be less than 3.5% of average total
assets for a sustained period, 3) TCE to TMA falls lower than 15.0%
in 2015 or 17.5% thereafter or 4) an increase in the percent of
non-GSE and non-government loans originated to more than 20%
without a commensurate increase in alternative liquidity sources
and capital to address the risker liquidity and asset quality
profile that such an increase would entail.

The principal methodology used in these ratings was Finance Company
Global Rating Methodology published in March 2012.


QUICKEN LOANS: S&P Assigns 'BB' Issuer Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' issuer
credit rating to Quicken Loans Inc.  The outlook is stable. S&P
also assigned its 'BBB-' issue rating to the company's $1.25
billion senior unsecured notes.  S&P assigned a recovery rating of
'1' to Quicken's senior unsecured notes.  S&P's '1' recovery rating
indicates its expectation of a "very high" (90%-100%) recovery in a
default scenario.

Detroit-based Quicken is the largest online-based retail mortgage
lender in the U.S., originating mortgages via the internet in all
50 U.S. states.  In 2014, Quicken was the second-largest retail
originator of mortgages by unpaid principal balance (UPB), second
to Wells Fargo.  Since 2009, the company has also grown a
significant mortgage servicing operation.

"We expect Quicken will operate with a net debt to EBITDA ratio of
between 1.0x and 1.5x and an interest coverage ratio between 6.0x
and 7.0x," said Standard & Poor's credit analyst Stephen Lynch.  In
addition to the $1.25 billion of senior unsecured notes, Quicken's
only other material recourse debt was a $100 million line of
credit.  Quicken will use $1.0 billion of the proceeds of the
senior unsecured notes to fund a distribution to shareholders. The
net remaining amount will be used for general corporate purposes.
The company also has a $125 million mortgage servicing rights
(MSR)-financing facility, which is currently undrawn.  Pro forma
for the planned $1 billion distribution, Quicken would have had
$1.47 billion of tangible equity at the end of 2014 with a debt to
adjusted total equity ratio below 1.0x.  Most of the company's
equity is tied to the company's $1.2 billion of MSRs, which are
considered a level 3 asset and valued using third-party market
assumptions.

S&P's assessment of Quicken's business risk profile balances the
company's leading market position as a mortgage originator against
the firm's narrow business focus.  S&P views Quicken's origination
volume and the broader residential real estate market as largely
dependent on interest rates and the underlying health of the U.S.
economy, resulting in cyclicality and earnings volatility.  Over
the past five years, Quicken's market position has grown rapidly
due, in part, to the marketwide demand for mortgage refinancings.
S&P believes that given the firm's rapid growth over the past five
years there is not enough evidence to assess how volume, or the
company's market position, would be affected through the trough of
a full real estate and interest rate cycle.  Although the company's
current leverage is favorable to the rating, volatility in the
broader industry could negatively affect the company's longer-term
leverage profile.

The stable outlook reflects Standard & Poor's belief Quicken will
maintain its leading market position and that Quicken's loan
origination volumes will move in line with wider industry-level
trends.  S&P believes Quicken's growing mortgage servicing
portfolio will help dampen the revenue volatility of the firm's
origination platform as rates rise.

S&P could lower the rating if it expects earnings to deteriorate
materially or if S&P believes that the company is pursuing a more
aggressive growth strategy.  Specifically, S&P could lower the
rating if it believes net debt to EBITDA were to rise above 1.5x on
a sustained basis.  Additionally, if Quicken is unable to
successfully resolve its legal matters, specifically with regard to
the Department of Justice and the Department of Housing and Urban
Development, such that the company incurs a substantial monetary
penalty, significant damage to its brand, or a reduction in product
offerings, S&P may lower the rating.

As a result of S&P's expectation that industrywide mortgage
origination volumes will remain relatively flat for 2015 compared
with 2014 volumes and the high likelihood of a decline in mortgage
originations during 2016, coupled with a sizable increase in
Quicken's debt load, S&P believes that an upgrade is unlikely in
the foreseeable future.



QUICKSILVER RESOURCES: Reports $103M Net Loss in 2014
-----------------------------------------------------
Quicksilver Resources Inc. reported a net loss of $103.1 million on
$569.43 million of total revenue for the year ended Dec. 31, 2014,
compared with net income of $161.62 million on $561.56 million of
total revenue in 2013.

Ernst & Young LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
filed a voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code on March 17, 2015.

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

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/Secl0m
                          
                         About Quicksilver

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

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

The Company disclosed $1,214,302,000 in assets and $2,352,173,000
in liabilities as of Dec. 31, 2014.

On March 17, 2015, Quicksilver Resources Inc. and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of title 11 of the United States Code in Delaware.  The Debtors are

seeking joint administration under the main case, In re
Quicksilver Resources Inc. Case No. 15-10585.  Quicksilver's
Canadian subsidiaries were not included in the chapter 11 filing.

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


ROC FINANCE: Moody's Alters Outlook to Stable & Affirms Caa1 CFR
----------------------------------------------------------------
Moody's Investors Service revised ROC Finance LLC's rating outlook
to stable from negative. At the same time, Moody's affirmed the
company's Caa1 Corporate Family Rating, its Caa1-PD Probability of
Default Rating, Caa2 rating on its second lien notes, and the B2
rating on its first lien revolver and term loan.

The revision of the rating outlook to stable is prompted by ROC
Finance's announcement that it plans to refinance its unrated $112
million FF&E facility due March 2018. On March 30, 2015 ROC Finance
signed definitive agreements with Pennant Financial, LLC -- a
related party ultimately owned by Dan Gilbert -- for a $65 million
secured FF&E loan and a $49 million unsecured loan. The proceeds of
the unsecured loan will be contributed by ROC Finance's parent to
the company as equity. The proceeds of the secured FF&E loan and
the equity contribution will be used to refinance the existing FF&E
facility in full. Moody's expects the refinancing will close on May
1, 2015.

The stable rating outlook contemplates that if the refinancing
occurs as proposed, ROC Finance's short-term liquidity will
improve. While the refinancing does not materially improve ROC
Finance's leverage or interest coverage, the company will benefit
from the elimination of maintenance financial covenants and all
required amortization under the FF&E facility. Under the current
FF&E agreement, ROC Finance faced tight covenants -- and in Moody's
view -- the likelihood of a violation as early as the March 31,
2015 testing period.

While ROC Finance's short-term liquidity improves as a result from
this refinancing, the company's Caa1 Corporate Family Rating
reflects the longer-term issues the company still faces. ROC
Finance's three casinos in Ohio have reported negative year over
year gaming revenue trends over the past year due to increased
competition in Cleveland and Cincinnati -- the only markets in
which it operates. Slower than expected ramp up at its properties
has resulted in high leverage -- 9.6x at December 31, 2014 -- which
could create difficulties when ROC Finance looks to refinance
maturing debt at a rate and with terms that provide the long-term
financial flexibility.

While ROC Finance has no material debt maturities prior to the
March 2018 maturity of its existing FF&E facility, the company has
announced it intends to spend approximately $70 million on
enhancements to its Thistledown racino over the next year. Moody's
expects that when the company's second lien notes are callable in
September 2015 the company will look to refinance the notes with
lower cost debt and also address the capital needs at Thistledown.

The ratings could be lowered if gaming revenues in Ohio experience
a sustained decline, if operating margins drop or if the company's
liquidity outlook deteriorates. The ratings could be upgraded when
debt/EBITDA declines toward 6.5 times and the company's liquidity
position further improves.

Ratings affirmed:

  -- Corporate Family Rating at Caa1

  -- Probability of Default Rating at Caa1-PD

  -- $507 million (outstanding) first lien senior secured term
     loan due June 2019 at B2 (LGD2)

  -- $35 million first lien senior secured revolver expiring in
     June 2018 at B2 (LGD2)

  -- $380 million 12.125% second lien notes due September 2018 at
     Caa2 (LGD5)

ROC Finance LLC is owned by Rock Ohio Caesars LLC, which is in turn
owned by Rock Ohio Ventures LLC. The principal investor in Rock
Ohio Ventures LLC is Dan Gilbert, chairman and founder of Quicken
Loans and majority owner of the Cleveland Cavaliers NBA franchise.
Through various subsidiaries, ROC Finance owns the Horseshoe Casino
Cleveland which opened in May 2012 and Horseshoe Casino Cincinnati
which opened in March 2013 and Thistledown, a racetrack and racino
just outside of Cleveland which opened in April 2013.

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


RXI PHARMACEUTICALS: Has $8.8-Million Net Loss in 2014
------------------------------------------------------
RXi Pharmaceuticals Corporation reported a net loss of $8.8 million
on $71,000 of grant revenues for the year ended Dec. 31, 2014,
compared to a net loss of $20.9 million on $399,000 of grant
revenues in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $9.19 million
in total assets, $1.33 million in total liabilities, $5.11 million
in convertible preferred stock and total stockholders' equity of
$2.74 million.

The Company expects to continue to incur significant research and
development expenses, which may make it difficult for the Company
to attain profitability, and may lead to uncertainty as to its
ability to continue as a going concern.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/onqdTe
                          
RXi Pharmaceuticals Corporation, a biotechnology company, focuses
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology.  The company develops therapies
based on siRNA technology and immunotherapy agents.  Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma.  The
company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring.  Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma.  The company was
incorporated in 2011 and is headquartered in Marlborough,
Massachusetts.


SAMUEL WYLY: SEC & IRS Block Sale of Woody Creek Ranch
------------------------------------------------------
The Hon. Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas will hold a hearing on May 12, 2015, at
1:30 p.m. (prevailing central time) to consider Alco Stores Inc.,
et al.'s motion for orders approving bid procedures and authorizing
the sale of claims against Mastercard and Visa.

Judge Jernigan approved the Debtors' proposed bid procedures and
the sale of claims against Mastercard and Visa on April 14, 2015.

The Debtors said in a motion filed on April 2, 2015, that while
they were operating, the Debtors accepted various forms of payments
for retail sales at their stores, including payments made with
MasterCard and Visa credit cards.  In connection with payments made
with MasterCard and Visa credit cards, the Debtors paid certain
fees or commissions to MasterCard and Visa.  Over the past several
years, Debtors have paid substantial fees or commissions to
MasterCard and Visa.  Several lawsuits have been commenced by
various vendors against MasterCard and Visa, including class action
proceedings against Visa, MasterCard, and other defendants.  To
date, the Debtors have not joined any of this litigation.  The
Debtors have instead been discussing with potential acquirers a
sale of the Debtors' claims against MasterCard and Visa.

The Bid Deadline was April 16, 2015, at 4:00 p.m. (prevailing
Central Time).  The auction, if necessary under the Bid Procedures,
was set for 10:00 a.m. (prevailing Central Time) on April 20, 2015.
The deadline for the objections to the sale transaction was April
24, 2015, at 4:00 p.m. (prevailing Central Time).  The sale
hearing, at which the Debtors will seek approval of the successful
bid, will be held on May 12, 2015, at 1:30 p.m. (prevailing Central
Time).

                         About ALCO Stores

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

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

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

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

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

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

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

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

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


SANTANDER ASSET: S&P Puts 'BB' Longterm CCR on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'BB'
long-term counterparty credit rating on Jersey-based Santander
Asset Management Investment Holdings Ltd. (SAM) on CreditWatch with
negative implications.  S&P also placed its issue ratings on the
company's senior secured debt on CreditWatch with negative
implications.

The proposed merger between SAM and Pioneer Investments has the
potential to be supportive of SAM's business risk profile.  The
completion of the transaction would create one of the largest
Europe-based global asset managers with EUR353 billion in assets
under management (AUM) as at end-2014.  The combined business would
have strengthened retail distribution capabilities in Europe and
Latin America and broader diversity of products and capabilities,
in S&P's view.  Nevertheless, the CreditWatch placement reflects
downside risk to the rating from:

   -- Uncertainty on the financing structure and risk of SAM
      materially re-leveraging.  S&P's current assessment of SAM's

      financial risk profile as "aggressive" assumes that debt-to-
      EBITDA (by S&P's measures) will be around 4.0x over the one-
      year outlook horizon.  While S&P's assessment factors in the

      risk of additional leverage (in part, reflecting its private

      equity ownership), S&P do not have sufficient information at

      this time to arrive at a definitive conclusion.

   -- The complex transaction structure introduces UniCredit SpA
      as the fourth joint owner (in addition to Banco Santander
      and private equity sponsors Warburg Pincus and General
      Atlantic).  The lack of a track record in managing a larger,

      more complex business under joint ownership could
      potentially be a credit-negative factor.

   -- The transaction would be transformative with execution risks

      in operational integration, realization of synergies, and
      making the local asset management businesses across the two
      companies work as a cohesive enterprise.  The near-term
      transition risks could weigh on any potential longer-term
      benefits of the merger.

Under the proposed structure, Pioneer's businesses in the United
States will not be part of the new company.  They will be in a
separate company jointly owned by UniCredit (50%) and Warburg
Pincus and General Atlantic (50%) with no direct involvement from
Banco Santander.

S&P intends to resolve the CreditWatch upon signing of final terms
and receipt of regulatory approvals.  At the time of the
resolution, S&P will assess the financing structure and the degree
to which any additional debt is factored into the current rating
level.  S&P will also assess management and governance under the
new structure and integration risks associated with the merger.



SEARS METHODIST: SDI Satisfies Indebtedness to Lender CVF Beadsea
-----------------------------------------------------------------
Senior Dimensions, Inc., debtor-affiliate of Sears Methodist
Retirement System, Inc., et al., notified the Bankruptcy Court of
the $1.29 million loan repayment amount, and satisfaction in full
all of its indebtedness and other obligations.

On July 21, 2014, SDI entered into a Senior Secured Super-Priority
Debtor-in-Possession Loan Agreement with CVF Beadsea LLC or its
designee.  On Aug. 11, 2014, the Court entered a final order (I)
authorizing SDI to obtain postpetition financing in the form of a
revolving loan in a principal amount of up to $1.50 million with
superpriority claims and first priority liens.

On Dec. 10, 2014, the DIP Lender sold and assigned all of its
rights and obligations as DIP Lender under the DIP Documents to
CVF Beadsea Issuer LLC.  As of Dec. 24, 2014, the indebtedness and
other obligations of SDI to assignee under the DIP Documents,
including all accrued interest, was $1.29 million.

In consideration of the assignee's receipt of the loan repayment
amount:

   1) the obligations under the DIP Documents owed by SDI to the
assignee or the DIP Lender have been satisfied, other than the
continuing obligations;

   2) the DIP Credit Agreement, the DIP Documents and all
documents, agreements and instruments giving rise to any
obligations thereunder are terminated;

   3) the assignee's or the DIP Lender's liens on SDI's assets
securing its obligations under the DIP Documents are of no further
force or effect; and

   4) SDI and its designee are authorized, at their sole expense,
to file releases and termination statements of all personal
property financing statements filed by the assignee or the
DIP Lender showing SDI as borrower and the assignee or the DIP
Lender as a secured party.

                      About Sears Methodist

Sears Methodist Retirement System Inc. provides luxurious residency
to seniors.  The system includes: (i) eight senior living
communities located in Abilene, Amarillo, Lubbock, Odessa and
Tyler, Texas; (ii) three veterans homes located in El Paso,
McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc.,
pursuant to contracts between SDI and the Veterans Land Board of
Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior
Living Assurance, Inc. ("SLA") and Southwest Assurance Company,
Ltd. ("SWAC"), which provide, as applicable, management and
insurance services to the System.  Sears Methodist Senior Housing,
LLC, is the general partner of, and controls .01% of the interests
in, Canyons Senior Living, L.P. ("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-32821)
on June 10, 2014.  The cases are assigned to Judge Stacey G.
Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The Debtors'
financial advisor is Alvarez & Marsal Healthcare Industry Group,
LLC, while the Debtors' investment banker is Cain Brothers &
Company, LLC.  The Debtors' notice, claims and solicitation agent
is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The Official Committee of Unsecured Creditors is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.



SEMILEDS CORP: Reports $2.91-Mil. Net Loss for Second Quarter
-------------------------------------------------------------
SemiLEDs Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net loss
of $2.91 million on $4.57 million of net revenue for the three
months ended Feb. 28, 2015, compared with a net loss of $6.43
million on $4.17 million for the same period during the prior
year.

The Company's balance sheet at Feb. 28, 2015, showed $46.5 million
in total assets, $10.7 million in total liabilities, and
stockholders' equity of $35.8 million.

The Company has incurred significant losses since inception.  It
has suffered losses from operations of $24.8 million and $42.7
million, gross losses on product sales of $11.3 million and $14.7
million, and net cash used in operating activities of $15.7 million
and $14.5 million for the years ended August 31, 2014 and 2013,
respectively.  Loss from operations for the three and six months
ended February 28, 2015 were $2.9 million and $7.3 million,
respectively.  Gross loss on product sales for the three and six
months ended February 28, 2015 were $0.7 million and $2.2 million,
respectively.  Net cash used in operating activities for the six
months ended February 28, 2015, was $4.0 million.  Further, at
February 28, 2015, the Company's cash and cash equivalents is down
to $6.7 million.  These facts and conditions raise initial
substantial doubt about the Company's ability to continue as a
going concern.

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

                        http://is.gd/WXoBSQ

SemiLEDs Corporation develops, manufactures and sells LED chips
and LED components that are among the industry-leading LED
products on a lumens per watt basis.  The Company's products are
used primarily for general lighting applications, including street
lights and commercial, industrial and residential lighting.  The
Company's LED chips may also be used in specialty industrial
applications, such as ultraviolet, curing of polymers, LED light
therapy in medical/cosmetic applications, counterfeit detection,
and LED lighting for horticulture applications.  The Company is
based in Miao-Li County, Taiwan.


SHOTWELL LANDFILL: Plan Proposes to Pay Claims Over Time
--------------------------------------------------------
Shotwell Landfill, Inc., and its affiliates propose a
reorganization plan that promises to pay all allowed claims in full
over time.  The Debtors will make plan payments through the
continued operations of their businesses.

LSCG Fund 18, LLC's secured claims will be treated pursuant to a
settlement agreement.  Among other things, the agreement gives LSCG
a secured claim in the amount of $15,250,000 (which amount may
increase upon default), allows LSCG to retain all liens, gives LSCG
an expanded lien on all unencumbered assets, keeps the Court
Restructuring Officer in place until LSCG is paid, provides that
the LSCG debt will mature in three years, and provides for an
orderly liquidation if the Debtor fails to pay LSCG at maturity.

Holders of allowed unsecured claims of less than $5,000 will be
paid in full 90 days after the Effective Date.  Holders of other
allowed unsecured claims will split $100,000 on the Effective Date
and will receive quarterly installments of $45,000 until paid in
full, with the claims bearing interest at the rate of 3.25%.

The existing allowed equity interests in the Debtors will remain
the same as prepetition.  Nothing in the Plan will affect the
enforceability of the undated Memorandum Agreement signed by David
King, David Cook, and Southfield Partners, LLC.

The Plan proposes a form of "substantive consolidation."  Although
the six Debtors will remain separate entities (with separate equity
interests), each Debtor will be liable to make all payments called
for by the Plan, regardless of which of the six Debtors originally
had liability on the claim.  Given the joint manner in which the
six Debtors have historically operated (including the regular
transfer of funds between companies, the payment of debts based
upon cash availability rather than obligor, and the periodic
writing off of intercompany debt), the Debtors believe that a plan
paying all debts in full, over time, regardless of which entity
owes the debt, is appropriate.

The Debtor on April 21, 2015, filed a disclosure statement
explaining the terms of its First Amended Consolidated Chapter 11
Plan, filed March 30, 2015.  A copy of the document is available
for free at:

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

A copy of the Liquidation Analysis is available for free at:

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

                      About Shotwell Landfill

Raleigh, North Carolina-based Shotwell Landfill, Inc., and its
affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.C.
Lead Case No. 13-02590) in Wilson on April 19, 2013.

Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
serve as the Debtors' counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., is the special counsel.

Shotwell Landfill appointed Doug Gurkins as restructuring officer.

Shotwell, in its amended schedules, disclosed $23.2 million in
assets and $10.05 million in liabilities.

                           *     *     *

Judge Stephani W. Humrickhouse has terminated the exclusivity
period within which the affiliate debtors of Shotwell Landfill
Inc., may file a chapter 11 plan and disclosure statement.  On
August 25, 2014, secured creditor LSCG Fund 18, LLC, filed with
the Bankruptcy Court a Second Amended Consolidated Chapter 11 Plan
of Liquidation for Shotwell Landfill et al.  The Plan states that
the Debtors' creditors are best served if the landfill located at
4724 Smithfield Road, Wendell, North Carolina 27591, and all of
the Debtors' property are managed, marketed, and liquidated.
Within six months of the confirmation date (or at a later time as
a liquidation trustee will determine only after consultation and
approval by LSCG and the Unsecured Creditors' Committee), the
Liquidation Trustee will conduct an auction of the property,
including the Landfill.


SIMPLY FASHION: Has Interim Approval of $1.25-Mil. DIP Loan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, gave Adinath Corp. and Simply Fashion Stores, Ltd.,
interim authority to obtain senior secured postpetition financing
from JNS INVT, LLC, in the amount not to exceed $1,250,000.

As previously reported by The Troubled Company Reporter, JNS, which
is already owed $9 million on a secured prepetition revolving
credit facility, has agreed to provide the Debtors DIP financing
not to exceed $1,250,000.  JNS INVT is managed by Swapnil Shah and
Shail Shaw, who are indirect owners of Simply Fashion.

The DIP loan will have an interest rate of 6% per annum, with no
fees.  The DIP lender will receive a first priority, priming lien
(subject to the Iberiabank lien) on all tangible and intangible
assets of the Debtor.   Iberiabank, which is owed $400,000 for
financing of Simply Fashion's cash register system, does not have
secured interest in cash collateral.

For the Period April 16, 2015 through the anticipated final
hearing
on cash collateral (on or before May 8, 2015), the Debtors seek to
use $1,250,000 in proceeds from the DIP loan and cash collateral.

JNS INVT, as prepetition lender, will receive additional and
replacement liens and an administrative expense claim to the
extent
of any diminution on value of the collateral.  In addition, JNS
IVT
commencing on May 1 will receive interest accrued on the Debtor's
prepetition obligations from and after the Petition Date, and will
receive payment of reasonable fees and expenses of the lender's
attorneys and financial advisors.

The lender's adequate protection liens and superpriority claim
will
be subordinate the carve-out of $300,000 for fees of retained
professionals.

The Final Hearing on the motion will be held on May 6, 2015, at
9:00 a.m.

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/SIMPLYdip0417.pdf

                       About Simply Fashion

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

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

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

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

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


SIMPLY FASHION: Proposes to Liquidate Assets
--------------------------------------------
Adinath Corp. and Simply Fashion Stores, Ltd., ask the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, to approve an agreement for Hilco Merchant Resources,
LLC, and Gordon Brothers Retail Partners, LLC, to serve as agent
for the liquidation of substantially all of the Debtors' assets.

The Agent guarantees that the Debtors will receive 27.5% of the
aggregate Retail Price of the merchandise.  The Debtors propose an
auction date of April 28, 2015, if more than one bid is received.
Competing bids are required to have a minimum deposit of $425,000.
The Debtors propose the sale hearing to occur on April 29.

The Debtors further ask the Court to approve a combined break-up
fee and expense reimbursement of $75,000 and a reimbursement of
documented, actual out-of-pocket costs of signage and freight in an
amount not to exceed $350,000 to the Agent.

                       About Simply Fashion

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

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

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

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

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


SK FOODS: Class Counsel Directed to Escrow Bankruptcy Funds
-----------------------------------------------------------
In the case, FOUR IN ONE COMPANY, INC., on behalf of itself and all
others similarly situated, Plaintiffs, v. SK FOODS, L.P., INGOMAR
PACKING COMPANY, LOS GATOS TOMATO PRODUCTS, SCOTT SALYER, STUART
WOOLF and GREG PRUETT, Defendants, No. 08-cv-3017 (E.D. Cal.),
District Judge Kimberly J. Mueller for the Eastern District of
California ordered that Class Counsel will hold the funds from the
initial April 2015 bankruptcy distribution to the Class in an
escrow account until such time as the future distributions by the
Chapter 11 Trustee have been made or the Trustee provides
notification that there will be no further distributions. At that
time, Class Counsel will arrange for pro rata distribution of the
funds to the Class members by the claims administrator under the
plan of allocation approved by the District Court, subject to the
fees and reimbursement of expenses awarded to Class Counsel by the
bankruptcy court.

A copy of the District Court's April 23 Order is available at
http://is.gd/slamgnfrom Leagle.com.

Four in One Company, Inc., Plaintiff, represented by Arthur N.
Bailey, Hausfeld LLP, Dana Statsky Smith, Bernstein Liebhard, LLP,
Donald A. Ecklund, Carella Byrne Bain Gilfillan Cecchi Stewart &
Olstein, James E. Cecchi, Carella, Byrne, Bain, Gilfillan, Cecchi,
Stewart and Olstein, Joey Dean Horton, Quinn Emanuel Urquhart and
Sullivan LLP, Ronald J. Aranoff, Bernstein Liebhard, LLP, Stanley
D. Bernstein, Bernstein Liebhard, LLP, Steig D Olson, Quinn Emanuel
Urquhart & Sullivan, LLP, Stephaine M. Beige, Bernstein Liebhard,
LLP, Stephen R. Neuwirth, Quinn Emanuel Urquhart Oliver & Hedges,
LLP & Tania T. Taveras, Bernstein Liebhard, LLP.

Cliffstar Corporation, Plaintiff, represented by Arthur N. Bailey,
Hausfeld LLP, Steig D Olson, Quinn Emanuel Urquhart & Sullivan,
LLP, Allan Steyer, Steyer Lowenthal Boodrookas Alvarez & Smith LLP,
Holly Joy Stirling, Steyer Lowenthal Boodrookas Alvarez & Smith,
LLP, Lucas E Gilmore, Bernstein Litowitz Berger & Grossmann LLP &
Bruce L Simon, Pearson, Simon, Warshaw & Penny.

SK Foods, L.P., Defendant, represented by Paul Robert Griffin,
Winston & Strawn LLP, Robert Bernard Pringle, Winston and Strawn &
Jonathan E Swartz, Winston and Strawn LLP.

Randall Rahal, Defendant, represented by David Warren Dratman,
David W. Dratman, Attorney at Law.

Intramark USA, Inc., Defendant, represented by David Warren
Dratman, David W. Dratman, Attorney at Law.

Scott Salyer, Defendant, represented by Malcolm S. Segal, Segal &
Associates, PC.

Bradley D. Sharp, Chapter 11 Trustee for SK Foods, LP, Defendant,
represented by Gregory C Nuti, Schnader Harrison Segal & Lewis LLP
& Kevin W. Coleman, Schnader Harrison Segal & Lewis LLP.

United States of America, Intervenor, represented by Sean C. Flynn,
United States Attorney's Office.

US Department of Justice, Antitrust Division, Intervenor,
represented by Anna Tryon Pletcher, US DOJ/Antitrust Division,
Richard B. Cohen, Department of Justice/Antitrust Divisionm & Tai
Snow Milder, U.S. DOJ - Antitrust Division.

Bruce Foods Corporation, Neutral, represented by Alexandra S.
Bernay, Robbins Geller Rudman & Dowd LLP, Bonny E. Sweeney,
Coughlin Stoia Geller Rudman and Robbins LLP, Carmen Anthony
Medici, Robbins Geller Rudman & Dowd LLP, Christopher L. Lebsock,
Hausfeld Llp, Craig C. Corbitt, Zelle Hofmann Voelbel & Mason, LLP,
Hilary K. Ratway, Hausfeld, LLP, Allan Steyer, Steyer Lowenthal
Boodrookas Alvarez & Smith LLP, Arthur N. Bailey, Hausfeld LLP,
Holly Joy Stirling, Steyer Lowenthal Boodrookas Alvarez & Smith,
LLP, Kimberly Ann Kralowec, The Kralowec Law Group, Lucas E
Gilmore, Bernstein Litowitz Berger & Grossmann LLP & Roger M.
Schrimp, Damrell Nelson Schrimp Pallios Pacher & Silva.

Diversified Foods and Seasonings, Inc., individually and on behalf
of others similarly situated, Neutral, represented by Arthur N.
Bailey, Hausfeld LLP, Eric B. Fastiff, Lieff Cabraser Heimann and
Bernstein & Joseph R. Saveri, Saveri Law Firm.

Morning Star Packing Company, Neutral, represented by Alex James
Kachmar, Jr, Weintraub Genshlea Chediak Tobin & Tobin.

L'Ottavo Ristorante, et al., Neutral, represented by Jeff S.
Westerman, Westerman Law Corp..

                        About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Cal. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

In February 2010, a federal grand jury returned a seven-count
indictment charging Frederick Scott Salyer, former owner and CEO
of SK Foods, with violations of the Racketeer Influenced and
Corrupt Organizations Act, in connection with his direction of
various schemes to defraud SK Foods' corporate customers through
bribery and food misbranding and adulteration, and with wire fraud
and obstruction of justice.

Salyer supporters launched a Web site which can be accessed from
two addresses: http://www.operationrottentomato.com/and
http://www.scott-salyer.com/


SPECTRUM BRANDS: Fitch Affirms 'BB-' IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed and assigned these Recovery Ratings
(RRs) to Spectrum Brands, Inc., Spectrum Brands Canada, Inc., and
Spectrum Brands Europe GmbH Issuer Default Ratings (IDRs). :

Spectrum Brands, Inc.

   -- Long-term IDR at 'BB-';

   -- $400 million senior secured asset backed revolver (ABL) due
      May 24, 2017 at 'BB+/RR1';

   -- $510 million senior secured term loan C due Sept. 4, 2019 at

      'BB+/RR1';

   -- $648 million senior secured term loan A due Sept. 4, 2017 at

      'BB+/RR1';

   -- EUR150 million ($181 million) senior secured term loan due
      Dec. 19, 2020 at 'BB+'/RR1;

   -- $520 million 6.375% senior unsecured notes due Nov. 15, 2020

      at 'BB-/RR4';

   -- $570 million 6.625% senior unsecured notes due Nov. 15, 2022

      at 'BB-/RR4';

   -- $300 million 6.75% senior unsecured notes due March 15, 2020

      at 'BB-/RR4;

   -- $250 million 6.125% senior unsecured notes due Dec. 15, 2024

      at 'BB-/RR4.'

Spectrum Brands Canada, Inc.

   -- Long-term IDR at 'BB-';

   -- $34 million senior secured term loan B due Dec. 17, 2019 at
     'BB+/RR1'.

Spectrum Brands Europe GmbH:

   -- Long-term IDR at 'BB-'

   -- Euro 225 million (USD$283 million) senior secured term loan
      due Sept. 4, 2019 at 'BB+/RR1'.

The Rating Outlook for all entities is Stable.

The assignment of the RRs 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.



SPINE PAIN: Posts $1.69 Million Net Loss in 2014
------------------------------------------------
Spine Pain Management, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K for the year
ended Dec. 31, 2014.

Ham, Langston & Brezina, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has an accumulated deficit of $15.3 million as of and for
the year ended Dec. 31, 2014.  Additionally, the Company is not
generating sufficient cash flows to meet its regular working
capital requirements.

The Company reported a net loss of $1.69 million on $2.05 million
of net revenue for the year ended Dec. 31, 2014, compared to a net
loss of $626,000 on $3.3 million of net revenue in 2013.

The Company's balance sheet at Dec. 31, 2014, showed $6.09 million
in total assets, $1.53 million in total liabilities and total
stockholders' equity of $4.56 million.

A copy of the Form 10-K is available at:
                              
                       http://is.gd/hEfOiU
                          
Houston, Texas-based Spine Pain Management, Inc., is a medical
marketing, management, billing and collection company facilitating
diagnostic services for patients who have sustained spine injuries
resulting from traumatic accidents.


SPOTLIGHT INNOVATION: GBH Expresses Going Concern Doubt
-------------------------------------------------------
Spotlight Innovation, Inc., reported a net loss of $3.63 million on
$nil in revenues for the year ended Dec. 31, 2014, compared with a
net loss of $6.81 million on $nil of revenues in the same period
last year.

GBH CPAs, P.C., 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 a working capital
deficiency.

The Company's balance sheet at Dec. 31, 2014, showed $7.12 million
in total assets, $4.06 million in total liabilities, and
stockholders' equity of $3.06 million.

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

                        http://is.gd/VMbUaK

West Des Moines, Iowa-based Spotlight Innovation, Inc., provides
solutions for healthcare-focused companies. The Company is engaged
in commercializing healthcare intellectual property developed by
major centers of academia in the United States.


ST. VINCENT HOSPITAL: Moody's Affirms Ba2 Debt Rating
-----------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating assigned to the
debt issued by St. Vincent Hospital, PA, dba St. Vincent Health
Center (SVHC), the primary operating entity of St. Vincent Health
System (SVHS). The rating outlook is revised to stable from
negative. The action affects approximately $87 million of rated
debt issued through the Erie County Hospital Authority.

The change in the rating outlook to stable from negative reflects
expectations that operations and balance sheet resources will at
least remain consistent with 2014 levels based on evidence that
SVHS's affiliation with Highmark, Inc. has provided some financial
resiliency. The affirmation of SVHS's Ba2 rating is attributable to
markedly better, but still thin, operating performance, improved,
but still modest, cash and SVHS's affiliation with Highmark Inc.
(rated Baa2), a multi-billion dollar insurance company (debt
remains separately obligated), which offers leverage with payers
and operational efficiencies. The rating remains tempered by
intense competition, debt structure risks, a large unfunded pension
liability and weak socio economics of the greater service area.

The change in the rating outlook to stable from negative reflects
expectations that operations and balance sheet resources will at
least remain consistent with recent levels based on evidence that
SVHS's affiliation with Highmark, Inc. has provided some financial
resiliency.

What Could Make the Rating Go Up:

  -- Material operating improvement which is sustained

  -- Continued strengthening of liquidity and debt measures

  --  Enterprise growth

  -- Marked and sustained reversal of demand and market share
     trends

What Could Make the Rating Go Down

  --  Inability to sustain current operating trajectory

  -- Cash decline

  -- Additional debt without commensurate increase in cash flow
     and liquidity growth

  -- Market share and volume declines

  -- Disintegration of relationship / affiliation with Highmark

SVHS is a tertiary level medical center located in Erie
Pennsylvania. Effective July 1, 2013, Highmark Inc., Highmark
Health and Allegheny Health Network finalized an affiliation
agreement with SVHS. In accordance with the SVHS affiliation
agreement, Highmark Inc. provided grants in an aggregate amount of
$25,000 to finance various capital projects and to support the
capital and operational needs of SVHS. In accordance with the terms
of the affiliation agreement, Allegheny Health Network is now the
sole member of SVHS.

SVHC is the primary entity of SVHS. SVHC is presently the only
member of the Obligated Group. Bonds are secured by a general
obligation of the Obligated Group.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


STERIGENICS-NORDION HOLDINGS: Moody's Assigns 'B2' CFR, Outlook Neg
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Sterigenics-Nordion Holdings, LLC. Moody's also rated the company's
proposed $1.2 billion senior secured credit facilities B1. The
rating outlook is negative.

The company intends to use the proceeds from the term loan of the
credit facilities and $450 million unsecured financing (either in
the form of unsecured bonds or a separate unsecured bridge term
loan facility), combined with new cash equity from Warburg Pincus
and roll-over equity from existing owner GTCR and management, to
fund the acquisition of Sterigenics for $2.3 billion, and to pay
fees and expenses.

All ratings at STHI Holdings Corporation, including the B2 CFR,
remain under review for downgrade. The review was initiated on
March 24, 2015 following the acquisition announcement. Moody's
expects to withdraw all ratings at STHI Holdings Corporation upon
closing of the transaction.

The following ratings were assigned to Sterigenics (subject to
Moody's review of final documents):

  -- Corporate Family Rating at B2

  -- Probability of Default Rating at B2-PD

  -- $1.2 billion senior secured credit facilities at B1, LGD3

  -- Rating outlook: negative

The B2 Corporate Family rating is constrained by modest scale and
high business risks in part due to Sterigenics' earnings
vulnerability to supply-chain disruptions. Moody's also expects the
company's financial leverage to remain high at or above 6.0x
debt/EBITDA and free cash flow negligible over the next 12-18
months. The rating also reflects the potential for event and
environmental risk associated with the highly sensitive nature of
the company's handling of hazardous raw materials in its
manufacturing process, including radioactive isotopes and toxic
gases.

The B2 rating is supported by Sterigenics' leading position in the
contract sterilization outsourcing market, as well as high barriers
to entry and customer switching costs, leading to relatively stable
market share and long-term relationships with customers.
Sterigenics' focus on medical device and food safety markets also
supports the rating as these markets are less sensitive to economic
cycles. Moody's expects that around two-thirds of the company's
gross profit will be generated by the legacy Sterigenics'
sterilization business, which is likely to remain stable and help
buffer earnings volatility.

The negative rating outlook is driven by the continuous uncertainty
from the disruption of supply of Molybdenum-99 (Moly-99), a
reactor-based medical isotope, and potential impact a disruption
would have on the company's earnings and cash flow. While the
company has announced a new long-term partnership with the Missouri
University Research Reactor ("MURR") and General Atomics ("GA") to
establish a new Moly-99 supply source , and the Canadian government
announced extension of Moly-99 production at the NRU reactor
through March 2018, risk remains around the company's plan to
successfully develop alternate Moly-99 supply ahead of the eventual
shut-down of NRU. In addition, significant initial investment
related to the development project will not only drain the
company's cash flow and liquidity but also limit its ability to
meaningfully delever to a level commensurate with B2 rating.
Moody's could consider stabilizing the outlook if the company
reduces leverage to below 6.0x and makes meaningful progress in the
Mo-99 development project including securing government funding.

The rating could be downgraded if the company does not reduce
leverage to below 6.0x or free cash flow is negative over the next
12-18 months. Negative rating pressure would develop if the company
experiences a material reduction in volumes from a significant
customer or a material adverse event related to litigation or
business disruption occurs. Any significant deterioration in
liquidity or debt-financed acquisition or dividend distribution
could also trigger a downgrade.

Given its small size, high leverage and inherent business risks, an
upgrade is unlikely in the near term. If the company successfully
develops alternative Moly-99 technology, and demonstrates a
commitment to more conservative financial policies such that
debt/EBITDA is sustained below 4.0 times, the ratings could be
upgraded.

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.

Sterigenics-Nordion, LLC., the parent company of STHI Holdings
Inc., (collectively, "Sterigenics"), headquartered in Oak Brook,
IL, is a vertically integrated global provider of contract
sterilization services, gamma technologies and medical isotopes.
Sterigenics generated total revenue of $614.8 million in 2014.


STERIGENICS-NORDION HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Sterigenics-Nordion Holdings LLC.  The outlook is
stable.

At the same time, S&P assigned a 'B' issue-level rating with a '3'
recovery rating to the new $1.2 billion senior secured credit
facility, which includes an undrawn $150 million revolving credit
line.  The '3' recovery rating reflects S&P's expectation for
meaningful (50% to 70%, at the lower end of the range) recovery in
the event of a payment default.  S&P will withdraw all the ratings
on Sterigenics' previous borrower, STHI Holdings Corp., including
the corporate credit rating, when the transaction closes and all of
the company's current debt is repaid.

"Our rating on Sterigenics reflects the company's high financial
leverage, bumped up above 7.0x as a result of the acquisition, and
its narrow business scope," said Standard & Poor's credit analyst
Michael Berrian.  These weaknesses are only partly offset by
Sterigenics' strong and well-established position in a small niche
market with fairly favorable characteristics.

Sterigenics is the world's largest provider of contract
sterilization services, with a global market share in excess of
35%.  Its customers primarily operate in the medical device and
food industries.  While S&P believes Sterigenics has a leading
position in its specific addressable market, it remains focused on
a relatively narrow business niche.  In addition, while favorably
comparing in scale to its immediate contract sterilization
competitors, Sterigenics remains a relatively small player in the
broad outsourced contract services space.  These weaknesses support
our assessment of the company's business risk profile as "fair".

Although S&P expects leverage will exceed 7.0x following the
transaction, its stable outlook is based on its expectation that
Sterigenics' steady revenue and EBITDA growth will enable the
company to improve and sustain its debt to EBITDA ratio below 7.0x
in the long run.

S&P could lower the rating if Sterigenics' operating performance
deteriorates to the point where its cash flow turns negative and
its interest coverage ratio dips below 1.5x.  Such credit measures
deterioration would likely result from a revenue decline coupled
with an EBITDA margin contraction in excess of 300 basis points in
2016.  This could occur if raw material supply problems or
unfavorable shifts in demand for Sterigenics' products result in a
steep earnings decline.  Alternatively, a decline in the company's
capacity utilization, possibly from unforeseen operating problems
that reduce revenues, could cause substantial erosion of profit
margins and free operating cash flow deficit.

While unlikely over the next year, S&P could raise Sterigenics'
rating if the company's leverage ratio falls below 5x and its FFO
to ratio exceeds 12%.  Equally important, S&P will have to be
convinced that the company's financial policy is consistent with
maintaining its credit measures within the improved range.  Given
Sterigenics' relatively high post-transaction leverage, limited
cash flow, and private sponsor ownership, S&P thinks an upgrade is
unlikely over the next year.



TECHNIPLAS LLC: Moody's Assigns '(P)B3' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B3 Corporate
Family Rating to Techniplas, LLC (Techniplas). Concurrently,
Moody's assigned a provisional (P)Caa1 Rating to the planned $175
million senior secured notes due 2020 to be issued by Techniplas
LLC and Techniplas Finance Corp. The outlook on the ratings is
positive.

Moody's issues provisional ratings in advance of the final sale of
securities and these reflect the rating agency's credit opinion
regarding the transaction only. Upon closing of the transaction and
a conclusive review of the final documentation, Moody's will
endeavor to assign definitive ratings to the instruments mentioned
above. A definitive rating may differ from a provisional rating.

The ratings reflect the company's newly proposed financing
structure, which includes the above mentioned bond issuance.

The Ratings are supported by (1) the company's diversified revenue
base generated by entities which are operated largely independently
and with a wide range of different products, (2) long standing
customer relationship with auto OEMs and industrial companies, (3)
a clear focus on highly engineered plastic components and systems,
(4) the strengthened geographical diversification resulting from
the acquisition of Switzerland-based Weidplas, and (5) the
expectation of positive free cash flow generation going forward.

At the same time, the ratings are constrained by (1) the risk
related to the planned turn-around of Weidplas, albeit mitigated by
a solid order book and state of the art production facilities as a
result of high capex spending during the last few years, (2)
expected and ongoing margin pressure from the Auto OEMs, (3)
relatively high initial pro-forma leverage of close to 6x (as
expected for FY 2015 including Moody's adjustments) taking into
account the cyclicality of the Auto industry, the integration risks
of Weidplas, and the small size of Techniplas vis-Ă -vis other auto
suppliers with relatively limited pricing power, (4) adverse
currency effects on the Swiss-based production facilities relative
to Euro-denominated customer supply contracts, and (5) a management
strategy focused on external growth with limited track record under
the current setup.

Despite its limited scale (approximately USD494 million pro-forma
revenues generated in 2014), Techniplas has a good track record of
long-standing customer relationships. The company has been dealing
with most of the major auto OEMs and with a couple of industrial
clients for many years. In some cases, the relationship dates back
to the 1980's or 1990's. Further to the diversification by
customers, Techniplas benefits from its presence on several
platforms of each auto manufacturer with an estimated average
lifetime until 2018 and beyond.

Techniplas is a niche player with a clear focus on highly
engineered plastic components and systems. In spite of its limited
scale the group is able to build on comprehensive technological
expertise and capabilities along the whole value chain of
manufacturing plastic components. Its technologically advanced
content is also reflected by the relatively high profitability of
its US operations, with historical EBITA margins of around 10%.

One of the drivers for Techniplas to combine its operations with
Weidplas was Techniplas' initial primary focus on North America
alone. The geographical footprint materially improved as a result
of the acquisition. Techniplas generated 52% of its 2014 revenues
on the US market, 38% in Europe, 7% in Brazil and 3% elsewhere.
However, the position on the Asian growth markets remains weak for
the time being.

In spite of its technological strength and high capex spending,
Weidplas (which on a proforma basis accounts for approximately 52%
of group turnover) has been loss making over the last few years.
The rating incorporates the expectation that Weidplas can be
turned-around within the next 12 to 18 months with an expectation
that its profitability will be similar to that of DMP and
Nyloncraft, Techniplas' two North American subsidiaries. This
expectation is supported by orders at hand covering 99% of
Weidplas' revenues expected for 2015 (84% for 2016, 82% for 2017),
ramp-up cost and other cost items which have already been booked in
2013/14 and should not reoccur in the future years, and materially
strengthened production base as result of historically high capex
spending. However, given that Weidplas accounts for approximately
half of the group's revenue, it is key for the group's credit
strength that this turn-around will be achieved.

Moody's notes that around CHF37 million personnel and other
expenses are denominated in Swiss Francs which will weigh
negatively on expected performance given recent f/x movements.
However, the company has taken action to mitigate this effect by
re-negotiations of customer contracts and efficiency measures.

Moody's has notched Techniplas' notes to Caa1 as the $30 million
revolving credit facility benefits from a stronger security
package, and, hence, ranks ahead of the senior secured notes.

The positive outlook incorporates Moody's expectation that
Techniplas will be able to swiftly digest the acquisition as well
as the turnaround of Weidplas. While the financial statements of
2014 were impacted by the transaction and its financing, as well as
a number of adverse operating effects at Weidplas, the rating
agency expects the group to show gradually improving profitability
and a strengthening of free cash flow generation from 2015 onwards.
In line with the company's financial policy, the rating
incorporates the expectation that free cash flow generated will be
largely used for debt reduction from 2015 onwards. Expected
financial metrics for 2015 support the assigned rating level. The
positive outlook reflects a possible upgrade of the rating,
considering that revenue growth and efficiency measures could
additionally improve financial metrics from 2016 on.

Moody's would consider upgrading Techniplas in case the company is
able to reduce leverage sustainably towards 5.0x debt / EBITDA
(around 6x Moody's estimate for 2015), to improve interest cover
above 1.25x EBITA / interest expense (towards 1.0x) and to return
to a sustainable positive free cash flow generation.

Negative pressure on the rating would build if the turnaround of
Weidplas's performance would fail leading to leverage materially
exceeding 6.0x debt / EBITDA, interest cover below 1.0x EBITA /
interest expense or by free cash flow turning negative, and/or if
the headroom under its covenants would deteriorate, leading to a
deterioration of the liquidity position of the group.

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

Techniplas, LLC, formerly known as Dickten Masch Plastics, LLC
(Techniplas Group), headquartered in Nashotah, Wisconsin USA, is a
privately held producer of technical plastic components for the
automotive, transportation and electrical industry. Techniplas B.V.
is a subsidiary of Techniplas, LLC, established for the purpose of
issuing the notes. Techniplas Group is specialised in
thermo-plastic and thermo-set moulding and has a expertise in metal
to plastic conversion, light weighting and tool design. Techniplas
employed more than 1,200 people in five production plants in North
America and reported a consolidated revenue of $ 201 million for
2013. In May 2014, Techniplas acquired the automotive & industrial
business division of the Swiss-based company Weidmann International
Corporation (WICOR Group) and rebranded it to WEIDPLAS. The
carved-out division shows a revenue of approximately $ 259 million
for the fiscal year 2014 and employed around 900 people in five
production facilities in Europe, USA, China and Brazil. The
combined entity's revenue accounts to $ 494 million on a pro-forma
basis for the year 2014.


TRANSCOASTAL CORP: Whitley Penn Expresses Going Concern Doubt
-------------------------------------------------------------
TransCoastal Corporation filed with the U.S. Securities and
Exchange Commission reported a net loss of $1.69 million on $4.55
million of total revenues for the year ended Dec. 31, 2014,
compared to a net loss of $4.05 million on $3.62 million of total
revenues in the prior year.

Whitley Penn LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company has
an accumulated deficit, a working capital deficit and a net loss
from operations.

The Company's balance sheet at Dec. 31, 2014, showed $25.42 million
in total assets, $20.13 million in total liabilities and total
stockholders' equity of $5.29 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/CIN9yI
                          
TransCoastal Corporation (TCEC: OTC US) is engaged in the
exploration, development and production of natural gas and oil
properties in the United States and Canada.  Dallas-based TCEC has
been focused on its drilling operations in Texas and the
southwestern region of the U.S. Since 2000.

The Company reported a net loss of $192,000 on $1.12 million of
total revenues for the three months ended Sept. 30, 2014, compared

to a net loss of $637,000 on $1.21 million of total revenues for
the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $25.2 million

in total assets, $20.4 million in total liabilities, and
stockholders' equity of $4.73 million.


TURNER GRAIN: Co-owner Won't Be Compelled to Talk About Collapse
----------------------------------------------------------------
Arkansas Business reports that the Hon. Phyllis Jones of the U.S.
Bankruptcy Court for the Eastern District of Arkansas ruled on
April 14, 2015, that Turner Grain Merchandising, Inc.'s co-owner,
Jason Coleman, won't be compelled to talk about his involvement in
the Company's collapse.

Arkansas Business recalls that Southern Rice & Cotton LLC, the
Company's creditor, filed a motion in January 2015 to force Mr.
Coleman to reveal details about the Company.  

Southern Rice said in court documents, "Coleman has previously
asserted the privilege against self-incrimination in this matter at
a prior hearing."  According to Arkansas Business, Southern Rice's
attorneys just wanted to extract information about the Company.
"This questioning is expected to include matters that arguably have
no bearing upon any possible, hypothetical or theoretical criminal
charges which could or might be brought pursuant to any state or
federal charges," Southern Rice said in its court filing.

Lisa Ballard, Esq., the attorney for Mr. Coleman, said in her
filing that Mr. Coleman does assert his Fifth Amendment right
against self-incrimination.  Arkansas Business relates that Ms.
Ballard denied that Mr. Coleman was taking the Fifth Amendment to
protect his property interest as what she claims Southern Rice
"seems to allege".

                       About Turner Grain

Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.  Kevin P. Keech, the court-appointed receiver of
the Debtor, sought and obtained permission to employ Keech Law
Firm, P.A., as attorneys.  The Debtor listed $13.77 million in
total assets, and $24.84 million in total liabilities.

The U.S. Trustee for Region 13 appointed three creditors of Turner
Grain Merchandising Inc., to serve on the official committee of
unsecured creditors.


UNIVERSAL HEALTH: Has Until Aug. 31 to File Avoidance Actions
-------------------------------------------------------------
The Bankruptcy Court extended until Aug. 31, 2015, the time for
Soneet R. Kapila, as Chapter 11 trustee for Universal Health Care
Group, Inc., et al., to extend the time to file avoidance actions
under Section 546(a) of the Bankruptcy Code.  The extension does
not include the claims against Warburg Pincus LLC.

Warburg had asked the Court to deny the extension motion.
According to Warburg, after nearly a year fruitless Rule 2004
discovery, the Trustee wants almost another year to investigate his
knowingly false and meritless claims against Warburg.  Warburg
noted that the Court has already determined in September 2014 that
Warburg fully complied with the subpoena to produce every document
-- more than 60,000 pages worth.

The Trustee sought an extension of the statute of limitations under
Section 546(a) for both the AMC and Universal cases to
Nov. 30, 2015.  The Trustee stated that additional equitable
reasons justify extending the statute of limitations for the
Trustee to file all avoidance actions.  The Trustee has focused his
efforts on managing the winding down and administration of
Universal's 401(k) plan, defending against litigation under the
Workers' Adjustment and Retraining Notification Act under 29 U.S.C.
Section 2101 et seq., litigating the Debtors' rights to certain tax
returns, and dealing with the state court receiverships of
Universal's Regulated Subsidiaries in Florida, Texas, and Georgia.
Until the litigation regarding the tax returns was settled, the
trustee did not have funds to pursue any avoidance actions.

Warburg is represented by:

         W. Keith Fendrick, Esq.
         HOLLAND & KNIGHT LLP
         100 N. Tampa St., Suite 4100
         Tampa, FL 33602
         Tel: (813) 227-8500
         Fax: (813) 229-0134
         E-mail: keith.fendrick@hklaw.com

                  About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis
S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.



VICTORY CAPITAL: $50MM Loan Upsize No Impact on Moody's 'B2' CFR
----------------------------------------------------------------
Victory Capital Holdings, Inc.'s announcement that it plans to
raise an additional $50 million as an add-on to its senior secured
term loan due Oct. 31, 2021 does not affect its ratings. Moody's
currently assigns to Victory a corporate family rating (CFR) of B2,
a $25 million senior secured revolving credit facility rating of
B2, and a $295 million senior secured term loan rating of B2.
Although the additional leverage is credit neutral for the current
rating category, we view the transaction as debtor unfriendly
because all proceeds will go towards paying a dividend to the
firm's equity holders. No amount of the proceeds will go towards
reinvesting into the future earnings generation capabilities of the
firm.

Following the loan upsizing, pro-forma leverage will rise to 5.1
times debt to EBITDA (as calculated by Moody's). This leverage
approaches the 5.5 times debt to EBITDA threshold that we cited in
our latest Credit Opinion as a factor warranting a credit concern.
As a result, financial flexibility will be closely monitored, and a
deviation from management's projected deleveraging from current
peak leverage levels could warrant an immediate review of the
rating. Victory management's ability to translate investment
product performance into growing net sales will be another key area
of focus.

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

In April 2014, Victory announced an all-cash purchase of Munder for
approximately $415 million, which included Munder's subsidiary
Integrity Asset Management. Crestview Partners, the majority owner
of both the acquirer and target, finalized the sale of Munder to
Victory in the fourth quarter of 2014. Additional equity financing
for the new company was be led by funds managed by Crestview
Partners ($71 million), Reverence Capital Partners ($41 million)
and Ohio Teachers ($30 million). Both Munder and Victory are
portfolio holdings within Crestview Partner's private equity funds,
and the transaction is a related-party transaction between
Crestview Partners Fund I and Crestview Partners Fund II. The
transaction was approved by the shareholder committees of both
private equity funds.


WBH ENERGY: Locke Lord Approved as Counsel to the Committee
-----------------------------------------------------------
U.S. Bankruptcy Judge H. Christopher Mott authorized the Official
Committee of Creditors in the Chapter 11 cases of WBH Energy, LP,
et al., to retain Locke Lord LLP as its counsel.  To the best of
the Committee's knowledge, Locke Lord is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

                         About WBH Energy

WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015.  The petitions were signed by Joseph S. Warnock, vice
president.

Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.

William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.

WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each.  WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing.  WBH
Energy GP estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.

The U.S. Trustee for Region 7 appointed seven creditors to serve
On the official committee of unsecured creditors.


WBH ENERGY: Wants to Decide on Unexpired Leases Until Aug. 3
------------------------------------------------------------
WBH Energy, LP, et al., are asking the Bankruptcy Court to extend
until Aug. 3, 2015, the time to assume or reject unexpired leases.
The Court will consider the matter at a hearing on May 8, at 1:30
p.m.

WBH Energy, LP, is a real property holding company that owns
working interests in approximately 1,500 leases consisting of 2,570
net acres throughout the Barnett Combo Play.  Of those leases,
approximately 30 horizontal wells and seven vertical wells are
currently producing and six horizontal wells have been drilled and
cased.  WBH Energy, LP is managed by its general partner, WBH
Energy GP, LLC.

The 120 day period defined in 11 U.S.C. Section 365(d)(4)(A)
expires on May 4, 2015.

The Debtors state that the extension will give them more time to
continue to evaluate various operations and interests up to and
through the marketing of their assets, which the Debtors anticipate
will begin in April and continue through at least July.

                         About WBH Energy

WBH Energy Partners LLC (Bankr. W.D. Tex. Case No. 15-10004) and
its affiliates -- WBH Energy, LP (Bankr. W.D. Tex. Case No.
15-10003) and WBH Energy GP, LLC (Bankr. W.D. Tex. Case No.
15-10005) separately filed for Chapter 11 bankruptcy protection on
Jan. 4, 2015.  The petitions were signed by Joseph S. Warnock, vice
president.

Judge Christopher Mott presides over WBH Energy, LP's case, while
Judge Tony M. Davis presides over WBH Energy Partners' and WBH
Energy GP's cases.

William A. (Trey) Wood, III, Esq., at Bracewell & Giuliani LLP,
serves as the Debtors' bankruptcy counsel.

WBH Energy, LP, and WBH Energy Partners estimated their assets and
liabilities at between $10 million and $50 million each.  WBH
Energy, LP disclosed $557,045 plus an unknown amount and
$48,950,652 in liabilities as of the Chapter 11 filing.  WBH
Energy GP estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.

The U.S. Trustee for Region 7 appointed seven creditors to serve
On the official committee of unsecured creditors.  Locke Lord LLP
represented the Committee.



WBR INVESTMENT: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: WBR Investment Corporation
        4874 Airport Rd
        Salisbury, MD 21804

Case No.: 15-15982

Chapter 11 Petition Date: April 27, 2015

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Alan M. Grochal, Esq.
                  TYDINGS & ROSENBERG, LLP
                  100 E. Pratt Street., Fl. 26
                  Baltimore, MD 21202
                  Tel: 410-752-9700
                  Fax: 410-727-5460
                  Email: agrochal@tydingslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wilson Reynolds, president.

A list of the Debtor's two largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb15-15982.pdf


XINERGY LTD: Has Interim OK to Pay $7.5-Mil. to Critical Vendors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, gave Xinergy Ltd., et al., interim authority to
pay some or all of the prepetition claims of critical vendors in an
amount not to exceed $7.5 million.

The Debtors may condition payment of any Critical Vendor Claims
upon agreement by the Critical Vendor to continue to supply goods
or services to the Debtors' on that critical vendor's "customary
trade terms" for a period following the date of the agreement or on
other terms and conditions as are acceptable to the Debtors.

If a timely objection is received, there will be a hearing on May
5, 2015, at 10:00 a.m. (prevailing Eastern Time).  If no objections
are timely filed, the Debtors will submit to the Court a final
order, which will be submitted and may be entered with no further
notice or opportunity to be heard afforded any party, and the
Motion will be approved, on a final basis, retroactive to 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.


YOU ON DEMAND: KPMG Huazhen Expresses Going Concern Doubt
---------------------------------------------------------
YOU On Demand Holdings, Inc., reported a net loss of $13.02 million
on $1.96 million of revenue for the year ended Dec. 31, 2014,
compared with a net loss of $7.89 million on $309,000 of revenue in
2013.

KPMG Huazhen (SGP) expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
incurred net losses from continuing operations and had a
significant accumulated deficit.

The Company's balance sheet at Dec. 31, 2014, showed $23.7 million
in total assets, $6.47 million in total liabilities, $1.26 million
in convertible redeemable preferred stock and total stockholders'
equity of $16.0 million.

A copy of the Form 10-K filed with the U.S. Securities and Exchange
Commission is available at:
                              
                       http://is.gd/KzinjP
                          
New York, N.Y.-based YOU On Demand Holdings, Inc., operates in the
Chinese media segment through its Chinese subsidiaries and
variable interest entities: (1) a business which provides to cable
providers both an integrated value-added service solution and
platform for the delivery of pay-per-view ("PPV") and video on
demand ("VOD") as well as enhanced premium content for cable
providers and (2) a cable broadband business based in the Jinan
region of China.


ZAP: Friedman Expresses Going Concern Doubt Due to Losses
---------------------------------------------------------
ZAP reported a net loss of $24.4 million on $28.7 million in
revenues for the year ended Dec. 31, 2014, compared with a net loss
of $22.0 million on $51.6 million of revenues in the same period
last year.

Friedman LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing the Company has both
a working capital and shareholders' deficiency at Dec. 31, 2014, as
well as recurring net losses.

The Company's balance sheet at Dec. 31, 2014, showed $91.0 million
in total assets, $92.9 million in total liabilities, and a
stockholders' deficit of $1.88 million.

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

                        http://is.gd/h763JX

Santa Rosa, Calif.-based ZAP designs, develops, manufactures and
sells electric and advanced technology vehicles. The Company has
jointly developed an electric version of Zhejiang Jonway Automobile
Co. Ltd (Jonway) A380 SUV, and plans to sell this vehicle in China
and internationally.



ZAYO GROUP: S&P Assigns 'B+' Rating on $2BB Senior Secured Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to Zayo Group LLC's amended and extended $2 billion senior
secured term loan B due 2022.  The recovery rating on the debt is
'2', indicating S&P's expectation for substantial (70%-90%; the
upper end of the range) recovery for lenders in the event of a
default.  The existing term loan B is set to mature in July 2019.
In addition to the extension, Zayo is seeking the removal of
existing financial maintenance covenants and lower pricing, which
will modestly reduce annual interest expense.

The 'B' corporate credit rating on Boulder, Colo.-based fiber
infrastructure and colocation provider Zayo is unchanged and the
outlook remains stable.  S&P's outlook reflects the company's good
growth prospects balanced by what S&P considers to be a highly
leveraged financial risk profile and aggressive expansion policies.


RATINGS LIST

Zayo Group LLC
Corporate Credit Rating            B/Stable/--

New Rating

Zayo Group LLC
$2 bil. term loan B due 2022
Senior Secured                     B+
  Recovery Rating                   2H



[*] Eve Karasik Joins Levene Neale Bender Yoo as Partner
--------------------------------------------------------
Eve H. Karasik, a prominent bankruptcy and business restructuring
attorney, has joined Levene, Neale, Bender, Yoo & Brill L.L.P., as
a partner at one of the Los Angeles region's leading firms
specializing in bankruptcy, business reorganizations and commercial
litigation.  Her appointment was effective immediately.

Before joining LNBYB, Ms. Karasik was a shareholder in the
bankruptcy group at Gordon Silver, a multi-practice firm, and
managing shareholder at its firm's Los Angeles office.  She was
named the 2015 Bankruptcy Attorney of the Year by the Century City
Bar Association.

"We are very fortunate to have an attorney with Eve Karasik's
impeccable credentials and experience join our firm, and are
excited about what we expect to be her significant contribution to
the continued success of LNBYB," said David L. Neale, co-managing
partner of Levene, Neale, Bender, Yoo & Brill.

Ms. Karasik was also a senior shareholder at Stutman, Treister &
Glatt, another one-time leading Los Angeles area bankruptcy law
firm.  One of her colleagues there was Gary Klausner, who joined
Levene Neale in May 2014 as a senior partner.

"The addition of a prominent attorney like Eve Karasik to our staff
of highly experienced and creative attorneys enhances the successes
our firm's ability to achieve successful resolution of our clients'
complex financial challenges," added Ron Bender,
co-managing partner.

At Levene Neale, Ms. Karasik will continue to focus on corporate
restructuring and bankruptcy, including the representation of
Chapter 11 debtors, unsecured creditor and equity committees,
trustees, secured and unsecured creditors, and parties involved in
bankruptcy litigation and appeals.

Since its founding in 1995, LNBYB has forged a strong presence in
the Los Angeles legal community, known for expediting the
resolution of complex issues for a diversity of prominent
companies.  The firm is considered a leader in the rescue and
rehabilitation of financially distressed businesses and
corporations.

Ms. Karasik is a board member of the American Bankruptcy Institute
and the Los Angeles Bankruptcy Forum.  She is also a member of the
International Women's Insolvency and Restructuring Confederation
and Women's Lawyers Association of Los Angeles.  She was admitted
to the California Bar in 1991, after earning her J.D. at University
of Southern California Gould School of Law, Order of the Coif.


[*] Moody's Says Low Oil & Natural Prices Pressure Drilling Firms
-----------------------------------------------------------------
Proppant companies will continue to see profit margins narrow as
low oil and natural gas prices keep pressure on drilling firms,
said Moody's Investors Service in a new report.

Moody's said the negative outlooks for Exploration and Production
and Oilfield Services sectors will increasingly lead to weakness
among proppant companies. Moody's analysts expect to see EBITDA
decline 10% - 20% for rated proppant companies based on their
base-case oil, natural gas and natural gas liquids price
assumptions and expectations of continued volatility in the
sector.

"As oil and natural gas prices remain low, drilling companies are
cutting expenses to maintain profitability, and in turn, more
proppant companies are trying to reduce cost inefficiencies in
their customers' and their own supply chains," said Moody's Vice
President Karen Nickerson.

In the report, "Pressure on Drillers Bores Down on Proppant Firms,
Will Dig Into Earnings," Moody's analysts said that proppant
companies' ability to quickly respond to customers' supply and cost
efficiency needs will be vital in the coming year, noting U.S.
Silica (Ba3, stable), Fairmount Santrol (B1, stable) and Hi-Crush
(B2, stable) as companies well-positioned to increase market share
as the sector continues to go through a down cycle.

Still, Moody's said proppant companies' face an uphill battle
against macro-economic headwinds in the coming year.

"Even with proppant companies driving down costs and increasing
well usage, it won't be enough to offset the dropping rig count and
a buildup in uncompleted wells," said Nickerson. "We expect to see
proppant companies' leverage increase throughout 2015 as their
profit margins narrow."


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2015.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***