TCR_Public/150507.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, May 7, 2015, Vol. 19, No. 127

                            Headlines

357 WILSON: Court Closes Chapter 11 Bankruptcy Case
AMERICAN APPAREL: Amends 2014 Annual Report
AMERICAN ENERGY: S&P Lowers CCR to 'CCC+' on Increased Leverage
ARMTEC INFRASTRUCTURE: Ontario Court Names E&Y as CCAA Monitor
ATECO INC: Hebb's Motion to Extend Time to Appeal Denied

BG MEDICINE: Amends 2014 Annual Report
BIG BARBECUE: Case Summary & 20 Largest Unsecured Creditors
BLACKHAWK MINING: Moody's Assigns Caa1 CFR, Outlook Stable
BLACKHAWK MINING: S&P Assigns 'B' CCR & Rates 1st Lien Loan 'B'
BR ENTERPRISES: Hires Evanhoe Kellogg as Accountant

BR ENTERPRISES: Hires Hollister Law as Bankruptcy Counsel
BR ENTERPRISES: Hires Western Agriculture as Appraiser
BROADWAY FINANCIAL: Amends 2014 Annual Report
BROOKFIELD RESIDENTIAL: Moody's Rates New $556MM Unsec. Notes 'B1'
BROOKFIELD RESIDENTIAL: S&P Rates $556MM Sr. Unsec. Notes 'BB-'

BUNGALOW HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
CAL DIVE: Sec. 341(a) Creditors Meeting Continued to May 17
CASA EN DENVER: Can Use Bank of Commerce Cash Collateral
CASA EN DENVER: Court Okays Funding Deal with Principal Manager
CASA EN DENVER: Files Amended Schedules

CASA EN DENVER: Taps David Tilloston as Legal Counsel
CHRYSLER LLC: TRW Wins Summary Judgment Over Class Action Claims
COCRYSTAL PHARMA: Amends 2014 Annual Report to Add Omitted Info.
CONGREGATION BIRCHOS: Hires Frances Caruso as Bookkeeper
CONGREGATION BIRCHOS: Hires Montalbano Condon as Special Counsel

CONGREGATION BIRCHOS: Hires Pick & Zabicki as Counsel
CORINTHIAN COLLEGES: Asks for Approval to Use Cash Collateral
CORINTHIAN COLLEGES: Files 1st Omnibus Motion to Reject Contracts
CORINTHIAN COLLEGES: Proposes Rust/Omni as Claims Agent
CORINTHIAN COLLEGES: Wants $25,000 Sales in Ordinary Course

CREEKSIDE ASSOCIATES: Case Dismissal Hearing Continued Until June
CREEKSIDE ASSOCIATES: July 29 Hearing on Cash Collateral Use
CTI BIOPHARMA: Net Financial Standing at $22.2M as of March 31
DAVITA HEALTHCARE: Moody's Says $495MM Vainer Deal is Credit Neg
DENDREON CORP: Court Denies Bid for Official Equity Committee

DOUBLJU-USA INC: Case Summary & 13 Largest Unsecured Creditors
EARL GAUDIO: Taps Protek International as Forensic Analyst
ENERGIZER HOLDINGS: Moody's Cuts Sr. Unsecured Notes Rating to Ba1
ERG RESOURCES: Has $17.5MM of DIP Financing From Existing Lenders
ERG RESOURCES: Proposes Epiq as Claims and Noticing Agent

FEDERATION EMPLOYMENT: Says Patient Care Ombudsman Not Required
FEDERATION EMPLOYMENT: US Trustee Forms 3-Member Creditor's Panel
FINGER LICKIN': Case Summary & 20 Largest Unsecured Creditors
FLINTKOTE COMPANY: Reaches $1.7M Fibro Coverage Deal w/ Travelers
FREESEAS INC: Incurs $12.7 Million Net Loss in 2014

FUSION TELECOMMUNICATIONS: Amends 2014 Annual Report
GEOMET INC: Posts $2.2 Million Net Loss in First Quarter
GOOD SAMARITAN HOSP: Moody's Affirms 'B1' on 1991 Fixed Rate Bonds
GREAT PLAINS REGIONAL: Fitch Affirms 'BB' Rating on $34.28MM Bonds
HHH CHOICES: Must Answer Involuntary Petition by May 26

HYLAND SOFTWARE: $30MM Loan Increase No Effect on Moody's 'B2' CFR
JAMES RIVER: Has Until July 11 to File Chapter 11 Plan
LEHMAN BROTHERS: Rothesay Life Completes $1-Bil. Buyout of Pensions
LIBERTY TIRE: S&P Withdraws 'SD' CCR at Issuer's Request
MAGNETATION LLC: Case Summary & 20 Largest Unsecured Creditors

MAGNETATION LLC: Files for Ch. 11 to Restructure Balance Sheet
MAGNETATION LLC: Proposes July 15 Claims Bar Date
MAGNETATION LLC: Wants to Pay $27.5MM to Critical Vendors
MARION ENERGY: Seeks to Dismiss Chapter 11 Bankruptcy Case
MCELHANEY INVESTMENTS: Case Summary & 4 Top Unsecured Creditors

MEDIMEDIA USA: Moody's Lowers CFR to 'Caa1', Outlook Still Negative
MICROVISION INC: Incurs $3.96 Million Net Loss in First Quarter
MOBIVITY HOLDINGS: Registers 29.8M Common Shares for Resale
NON-FERROUS EXTRUSION: Court Reopens Bankruptcy Case
O.W. BUNKER: Court Extends Plan Filing Deadline to May 13

ONE SOURCE: U.S. Trustee Forms Creditor's Committee
PETTERS COMPANY: Barnes & Thornburg OK'd to Handle Polariod Case
PHYSIO-CONTROL INTERNATIONAL: S&P Cuts CCR to 'B', Outlook Stable
PORTER BANCORP: Reports $409,000 First Quarter 2015 Net Income
PRIME TIME INT'L: Wants to Buy Equipment Needed for Sale Closing

PROQUEST LLC: Moody's Ba2 CFR Unaffected by $15MM Add-On Loan
QUALITY LEASE: Court Extends Plan Exclusive Period to June 1
QUICKSILVER RESOURCES: U.S. Trustee Forms Creditors' Committee
QUICKSILVER RESOURCES: US Trustee to Schedule Another 341 Meeting
REGENCY ENERGY: S&P Raises Corp. Credit Rating From 'BB'

ROCKET SOFTWARE: Moody's Alters Outlook to Stable & Affirms B2 CFR
SABINE PASS: Posts $61.7 Million Net Income in First Quarter
SEARS HOLDINGS: Creates Joint Venture with Macerich Company
SIGA TECH: Committee Seeks to Hire Special Litigation Co-Counsel
SIGA TECH: Wants Court to Extend Plan Filing Deadline to Sept. 13

SIGA TECHNOLOGIES: May 13 Hearing on Bid to Disband Committee
SOLAR POWER: Unit to Buy All-Zip for RMB275 Million
SPECTRUM BRANDS: Appeals Court Affirms Judgment on Pedroia Claim
SPIG INDUSTRY: U.S. Trustee Forms Creditor's Committee
SPIRIT MOUNTAIN: Case Summary & 8 Largest Unsecured Creditors

T-L BRYWOOD: RCG Ventures' Plan Disclosures Hearing on May 21
TRANSDIGM INC: Moody's Affirms 'B2' CFR, Outlook Stable
TRANSDIGM INC: S&P Rates New $450MM Subordinated Notes 'CCC+'
US SHALE: S&P Cuts Corp. Credit Rating to 'CC', Outlook Negative
UTSTARCOM HOLDINGS: Delays Form 20-F Report Filing

VIKING CRUISES: Moody's Assigns 'B1' CFR & Rates $250MM Notes 'B3'
VIKING CRUISES: S&P Affirms B+ Corp. Credit Rating, Outlook Stable
WESTMORELAND COAL: Q1 Results Call Hell; Transcript Available
WHITTEN FOUNDATION: Creditors Meeting Continued to June 4
YRC WORLDWIDE: Posts $21.6 Million Net Loss in First Quarter

[*] Lisa Schiller Joins McGlinchey Stafford's Bankruptcy Practice
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

357 WILSON: Court Closes Chapter 11 Bankruptcy Case
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey issued a
final decree closing the Chapter 11 case of 357 Wilson Avenue LLC
on March 26, 2015.  The Court issued a dismissal order for the
Debtor's case on March 16, 2015.

                    About 357 Wilson Avenue, LLC

357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New
Jersey, on Sept. 16, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), estimated $10 million to $50 million in assets and less
than $10 million in debt.

The case is assigned to Judge Rosemary Gambardella.

The Debtor is represented by Brian W. Hofmeister, Esq., at
McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as
counsel.

Fernando Vidal, the managing member and owner, signed the
bankruptcy petition.


AMERICAN APPAREL: Amends 2014 Annual Report
-------------------------------------------
American Apparel, Inc. filed a second amendment to its annual
report on Form 10-K for the year ended Dec. 31, 2014, for the
purposes of providing the information required by Items 10 through
14 of Part III of Form10-K.  

The information required by Items 10 through 14 was omitted from
the original filing in reliance on General Instruction G to Form
10-K, which provides that registrants may incorporate by reference
certain information from a definitive proxy statement filed with
the SEC within 120 days after the end of the fiscal year.  The
Company's definitive proxy statement was not filed by April 30,
2015, deadline.

A full-text copy of the Form 10-K/A is available for free at:

                        http://is.gd/k2f5g3

                       About American Apparel

American Apparel is a vertically-integrated manufacturer,
distributor, and retailer of branded fashion basic apparel based
in downtown Los Angeles, California.  As of Sept. 30, 2014,
American Apparel had approximately 10,000 employees and operated
245 retail stores in 20 countries including the United States and
Canada.  American Apparel also operates a global e-commerce site
that serves over 60 countries worldwide at
http://www.americanapparel.com. In addition, American Apparel   
operates a leading wholesale business that supplies high quality
T-shirts and other casual wear to distributors and screen
printers.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

American Apparel reported a net loss of $68.81 million in 2014, a
net loss of $106.29 million in 2013 and a net loss of $37.27
million in 2012.  As of Dec. 31, 2014, American Apparel had
$294.38 million in total assets, $409.90 million in total
liabilities and a $115.51 million total stockholders' deficit.

                           *     *     *

The TCR reported on Nov. 21, 2013, that Moody's Investors Service
downgraded American Apparel Inc.'s corporate family rating to
Caa2.  The clothing retailer's probability of default was also
lowered one level and the outlook is negative.

As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Los Angeles-based
American Apparel Inc. to 'CCC-' from 'CCC'.  The outlook is
negative.


AMERICAN ENERGY: S&P Lowers CCR to 'CCC+' on Increased Leverage
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Oklahoma City-based oil and gas exploration and
production company American Energy – Woodford LLC (AEW) to 'CCC+'
from 'B-'.  The outlook is negative.  S&P also lowered its
issue-level rating on the company's senior unsecured debt to 'CCC-'
from 'CCC'.  The recovery rating is '6', reflecting S&P's
expectation of negligible recovery (0% to 10%) in the event of
default.

"The downgrade reflects our increased estimates for leverage over
the next one to two years because AEW has significantly reduced
capital spending plans and production targets in response to lower
commodity prices," said Standard & Poor's credit analyst Carin
Dehne-Kiley.

The company has lowered its 2015 capital budget to $50 million from
$150 million to $200 million, and expects production to average
6,000 to 7,000 barrels of oil equivalent per day (boe/d) versus
9,500 to 11,000 boe/d previously.  As a result, S&P now expects
leverage to significantly increase this year and in 2016, to levels
S&P views as unsustainable.  Although S&P views liquidity as
"adequate" for now, it believes there is a high likelihood that the
company's borrowing base will be reduced later this year.

S&P has revised its assessment of AEW's profitability to "average"
from "above average," and revised S&P's assessment of the company's
business risk profile to "vulnerable" from "weak."  S&P assess
AEW's liquidity as "adequate," given that S&P estimates liquidity
sources will exceed uses by more than 1.2x over the next 12 months,
and that sources would exceed uses even if forecast EBITDA were to
decline by 15%.

The negative outlook reflects S&P's view that liquidity could
deteriorate meaningfully next year, potentially due to a reduction
in the company's borrowing base.

S&P would likely lower the rating if the company's liquidity
deteriorated, and S&P believed a default was likely over the next
12 months without an unforeseen positive development.

S&P could revise the outlook to stable if it believes liquidity
would remain "adequate," which would most likely occur if the
company were able to ramp up drilling and grow production and
maintain its current borrowing base.



ARMTEC INFRASTRUCTURE: Ontario Court Names E&Y as CCAA Monitor
--------------------------------------------------------------
The Ontario Superior Court of Justice appointed Ernst & Young Inc.
as monitor in Armtec Infrastructure Inc. et al.'s proceedings under
the Companies' Creditors Arrangement Act pursuant to the order of
the CCAA Court dated April 29, 2015 (Court File No.
CV-15-10950-00CL).  The initial order provides, among other things,
for a stay of the proceedings until May 29, 2015.

The firm can be reached at:

  Ernst & Young Inc.
  P.O. Box 251, 222 Bay Street
  Toronto, ON M5K 1J7
  Tel: 1-855-941-1795
  Fax: 613-691-0525

Headquartered in Concord, Canada, Armtec Infrastructure Inc. makes
and sells infrastructure products and engineered construction
solutions in Canada and all around the world.  The company  filed
for protection from creditors in order to sell is business to
Brookfield Capital Partners.

According to the report, Armtec sought protection from creditors on
April 29 in Ontario Superior Court under Canada's Companies
Creditors Arrangement Act, a restructuring process akin to Chapter
11 bankruptcy in the U.S.


ATECO INC: Hebb's Motion to Extend Time to Appeal Denied
--------------------------------------------------------
Bankruptcy Judge Maureen A. Tighe denied the request of John Hebb
for an extension of the time to lodge an appeal in his dispute with
debtor Ateco Inc.

On April 9, 2014, the Court issued its Memorandum of Decision re
Trial on (1) Validity of Lien; and (2) Disallowance of Claim (the
"Trial Memorandum"), finding after a full trial on the merits that
Hebb was not a creditor of Debtor's bankruptcy estate.  An Order
Sustaining Debtor's Objection to Hebb's Claim was entered on the
bankruptcy docket, and a Partial Judgment in favor of Debtor was
entered on the adversary docket.

On April 25, 2014, at 12:02 a.m., Hebb filed a Motion for New
Trial.  Under Fed. R. Bankr. P. 9023, a motion for a new trial must
be filed no later than 14 days after entry of judgment. A timely
motion for a new trial will toll the time for appeal until "the
entry of the order disposing of the last such motion outstanding."
Hebb's New Trial Motion was filed 15 days after judgment was
entered, and thus did not toll the appeal deadline. Nevertheless,
on May 6, 2014, Hebb filed a Notice of Appeal to the U.S. District
Court.

On May 7, 2014, Hebb filed a Motion to Deem New Trial Motion Timely
Filed, in which he argued that he could not file his New Trial
Motion on time using the recommended internet browser due to CM/ECF
technical failures.  On that same day, Hebb also filed a Motion to
Extend Time to Appeal under Fed. R. Bankr. P. 8002(c).  The Court
entered an order granting the Timeliness Motion on May 9, 2014
because the New Trial Motion "was late by solely a few minutes and,
as such, there is no prejudice to Debtor."  The Court then denied
the Motion to Extend as moot.

In her April 14, 2015 "Memorandum of Decision RE Remand from the
District Court for the Limited Determination of Excusable Neglect
Under Fed. R. Bankr. P. 8002(D)(1)(B)", Judge Tighe denied Hebb's
motion to extend time to appeal.

Judge Tighe rules that "there is no evidence that Hebb acted with
bad faith in filing the Motion to Extend. The Declaration describes
his efforts to get the New Trial Motion timely filed. While Hebb's
efforts may have been too little, too late, the Court cannot
attribute bad faith in the context of this Motion. Debtor did argue
in opposition to the New Trial Motion, however, that Hebb's conduct
in this case and the 'incompetent manner' in which the New Trial
Motion was brought demonstrates that Hebb brought these
post-judgment motions to retaliate against Debtor by making it
spend more money to defend itself against 'baseless appeals.' Given
that there are two different interpretations of the procedural
history of this case, the Court weighs this factor neutrally."

Judge Tighe explains the Court balances the totality of the
[factors in Pioneer Inv. Servs. Co. v. Brunswick Associates Ltd.
P'ship, 507 U.S. 380, 113 S.Ct. 1489, 123 L.Ed.2d 74 (1993)] in
favor of denial, and finds that Hebb has not satisfied his burden
to establish that his failure to timely file a notice of appeal was
the result of excusable neglect. Thus, Hebb's Motion to Extend
under FRBP 8002(c)(2) is denied.

A copy of the Judge Tighe's Memorandum of Decision is available at
http://is.gd/fAZiIzfrom Leagle.com.

Agoura Hills, Calif.-based Ateco, Inc., a manufacturer of
attachments for heavy equipment machinery, filed for Chapter 11
bankruptcy (Bankr. C.D. Cal. Case No. 10-22623) on October 5,
2010.  Judge Maureen Tighe presides over the case.  Steven J.
Krause, Esq. -- stevenjkrause@yahoo.com -- serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets, and $100,001 to $500,000 in debts.  The
petition was signed by L. Peter Petrovsky, president.


BG MEDICINE: Amends 2014 Annual Report
--------------------------------------
BG Medicine, Inc. has amended its annual report on Form 10-K for
the year ended Dec. 31, 2014, for the purpose of including the
information required by Part III of the Annual Report that was
omitted from Part III of the Original Filing and to correct a
typographical error in the certifications pursuant to Section 906.

A copy of the Form 10-K/A is available at http://is.gd/93FHyL

                          About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

BG Medicine reported a net loss of $8.06 million on $2.78 million
of total revenues for the year ended Dec. 31, 2014, compared to a
net loss of $15.8 million on $4.07 million of total revenues for
the year ended Dec. 31, 2013.  The Company previously reported a
net loss of $23.8 million in 2012.

As of Dec. 31, 2014, the Company had $5.22 million in total assets,
$4.67 million in total liabilities, and $557,000 in total
stockholders' equity.

Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company's recurring
losses from operations, recurring cash used in operating activities
and accumulated deficit raise substantial doubt about its ability
to continue as a going concern.


BIG BARBECUE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Big Barbecue Restaurant Group, LLC
        461 W. Century Drive
        Salt Lake City, UT 84123

Case No.: 15-24143

Chapter 11 Petition Date: May 5, 2015

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. William T. Thurman

Debtor's Counsel: Deborah Rae Chandler, Esq.
                  Blake D. Miller, Esq.
                  MILLER TOONE, P.C.
                  165 Regent Street
                  Salt Lake City, UT 84111
                  Tel: (801) 363-5600
                  Fax: (801) 363-5601
                  Email: chandler@millertoone.com
                         miller@millertoone.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Michelson, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/utb15-24143.pdf


BLACKHAWK MINING: Moody's Assigns Caa1 CFR, Outlook Stable
----------------------------------------------------------
Moody's assigned first time ratings to Blackhawk Mining LLC
including a corporate family rating (CFR) of Caa1, probability of
default rating (PDR) of Caa1-PD, and a Caa1 rating on the proposed
$300 million senior secured term loan. The outlook is stable.

Assignments:

Issuer: Blackhawk Mining LLC

  -- Corporate Family Rating, Assigned Caa1

  -- Probability of Default Rating, Assigned Caa1-PD

  -- Senior Secured Bank Credit Facility (Local Currency),
     Assigned Caa1, LGD4

Outlook Actions:

Issuer: Blackhawk Mining LLC

  -- Outlook, Assigned Stable

The ratings reflect a substantial stress on the company's key
markets, with roughly half of the company's sales derived from
Central Appalachian (CAPP) thermal coal and over 20% derived from
metallurgical and PCI coal. US coal production and consumption
continue to decline, as thermal coal continues to face regulatory
pressures and competition from cheap natural gas, while
metallurgical coal markets face a weak pricing environment due to
persistent oversupply in the seaborne markets. Four out of five of
the company's mining complexes are located in CAPP, a coal basin
most impacted by these trends. While we anticipate the company to
sell roughly 11 million tons of coal in 2015, we believe that in
order to be free cash flow generative, the company will need to
achieve volume growth and see some price recovery in spite of these
stressful market conditions.

That said, the ratings also acknowledge the company's advantageous
cost structure, long-term relationships with large baseload coal
plants less likely to face retirements, and potential volume growth
from the company's Triad mine complex located in the Illinois Basin
(ILB). Moody's believes that ILB is the only US coal basin poised
for growth. Moody's notes that currently 20% of the company's sales
come from ILB thermal coal. We expect this proportion to increase
as Triad ramps up while CAPP business continues to face secular
pressure.

The ratings also reflect good operational diversity, with fourteen
underground and fourteen surface mines across five mining
complexes, and leverage metrics that are expected to be
conservative for the ratings, with Debt/ EBITDA, as adjusted,
expected to approach 4x in 2015.

Moody's expects the company to have adequate liquidity, including
$38 million of cash at closing and full availability under the
proposed $60 million ABL revolver.

The stable outlook reflects the company's good contracted position
and long-term relationships with its customer base of large,
baseload coal plants.

A positive rating action may result upon a demonstrated ability to
successfully grow the production profile and generate positive free
cash flow.

A downgrade would be considered if liquidity deteriorates.

The principal methodology used in these ratings was Global Mining
Industry published in August 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.


BLACKHAWK MINING: S&P Assigns 'B' CCR & Rates 1st Lien Loan 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Blackhawk Mining LLC.  At the same time,
S&P assigned its 'B' issue-level rating to the proposed first-lien
term loan.  The recovery rating on the proposed first-lien term
loan is '4', indicating S&P's expectation for average (30% to 50%;
lower half of the range) recovery in the event of payment default.
The outlook is stable.

Blackhawk has various challenges as it expands its operations.
Although the company expects production to reach 11 million tons in
2015, it remains significantly smaller than its peers and, with
more than one-third of production coming from the Pine Branch
mining complex, any operations or sales changes there could have
wide ranging repercussions.  S&P also considers operating
conditions in the Central Appalachian basin to be among the most
difficult, particularly at the industry's current position in the
cycle.  S&P weighs these concerns against the company's adjusted
leverage of 3.6x for 2015, which is low for the sector and provides
some offset for operational risks.

"The stable outlook over the next year is supported by Blackhawk's
strong credit measures and committed sales position for 2015, which
should result in stable cash flows," said Standard & Poor's credit
analyst Chiza Vitta.

S&P could lower the rating if a material operational issue were to
result in credit measures it considers to be inadequate for the
rating.  This would occur if leverage were to exceed 5x or FFO to
debt were to fall below 12.

S&P considers a positive rating at this time to be unlikely given
Blackhawk's limited operating history and recent acquisition.



BR ENTERPRISES: Hires Evanhoe Kellogg as Accountant
---------------------------------------------------
BR Enterprises seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of California to employ Evanhoe, Kellogg &
Company to provide accountancy advice and prepare Debtor's tax
returns.

Evanhoe Kellogg will provide to the Debtor general accounting
services advise and tax advice in connection with the bankruptcy
proceedings, and to prepare and file federal and state tax returns
as requested by the Debtor.

Evanhoe Kellogg will be paid at $225 per hour.

Evanhoe Kellogg Law will also be reimbursed for reasonable
out-of-pocket expenses incurred.

F. William Evanhoe, partner of Evanhoe Kellogg, 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.

Evanhoe Kellogg can be reached at:

       F. William Evanhoe
       EVANHOE, KELLOGG & COMPANY
       340 Hartnell Ave., Ste. A
       Redding, CA 96002-1873
       Tel: (530) 244-1900
       Fax: (530) 244-1997
       E-mail: ekc@ekccpass.com

                       About BR Enterprises

BR Enterprises, a California Partnership, sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 15-21575) in Sacramento,
California, on Feb. 27, 2015, without stating a reason.

BR Enterprises owns 20.17 acres of undeveloped ranch located at
East of Interstate 5 and South of Lake California Drive, 2600 acres
of undeveloped ranch property located in Cottonwood California in
Tehama County; and 278 acres of contiguous parcels along HWY I-5.
The properties are valued at $10.5 million, according to the
schedules.

Antonio Rodriguez, III, the managing partner, signed the petition.

The case is assigned to Judge Michael S. McManus.

According to the docket, the deadline for filing claims by
governmental entities is Aug. 26, 2015.

George C. Hollister, Esq., at Hollister Law Corporation, in
Sacramento, serves as the Debtor's counsel.

A related entity, Shasta Enterprises, sought bankruptcy protection
(Case No. 14-30833) on Oct. 31, 2014.


BR ENTERPRISES: Hires Hollister Law as Bankruptcy Counsel
---------------------------------------------------------
BR Enterprises seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of California to employ George C.
Hollister, dba Hollister Law Corporation as its Chapter 11
bankruptcy counsel.

The Debtor requires Hollister Law to:

   (a) give the Debtor, through its manager general partner, legal

       advice with respect to its powers and duties as debtor in
       possession in the continued operation of its business,
       conduct of its financial affairs, and management of its
       property, including, without limitation, to advise and to
       consult with the Debtor concerning questions arising in the

       administration of the estate and its rights and remedies
       with regard to the estate's assets and the claims of
       secured and unsecured creditors, and other parties in
       interest;

   (b) prepare on behalf of-but with the assistance of- the Debtor

       all necessary applications, answers, orders, reports, and
       other legal papers, including the contemplated plan of
       reorganization and disclosure statement; and

   (c) perform all other legal services for Debtor as debtor in
       possession as may be necessary herein.

George C. Hollister will be paid at $350 per hour.

Hollister Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Hollister Law has had on deposit since the petition date a retainer
of $96,718, which is the residual of a $7,500 initial deposit paid
Feb. 4, 2015, plus supplemental deposits of $101,331.70 received in
the form of cashiers' checks and deposited on Feb. 27th prior to
the filing of the bankruptcy petition.  A total of $12,113.70 of
the total $108,831.70 gross deposit was offset prior to the filing
of the bankruptcy against pre-petition invoices so there was no
balance owing to Hollister Law by the Debtor as of the petition
date.

Mr. Hollister 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.

Hollister Law can be reached at:

       George C. Hollister, Esq.
       HOLLISTER LAW CORPORATION
       655 University Avenue, Ste. 200
       Sacramento, CA 95825
       Tel: (916) 488-3400
       E-mail: hollisterlaw@earthlink.net

                      About BR Enterprises

BR Enterprises, a California Partnership, sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 15-21575) in Sacramento,
California, on Feb. 27, 2015, without stating a reason.

BR Enterprises owns 20.17 acres of undeveloped ranch located at
East of Interstate 5 and South of Lake California Drive, 2600 acres
of undeveloped ranch property located in Cottonwood California in
Tehama County; and 278 acres of contiguous parcels along HWY I-5.
The properties are valued at $10.5 million, according to the
schedules.

Antonio Rodriguez, III, the managing partner, signed the petition.

The case is assigned to Judge Michael S. McManus.

According to the docket, the deadline for filing claims by
governmental entities is Aug. 26, 2015.

George C. Hollister, Esq., at Hollister Law Corporation, in
Sacramento, serves as the Debtor's counsel.

A related entity, Shasta Enterprises, sought bankruptcy protection
(Case No. 14-30833) on Oct. 31, 2014.


BR ENTERPRISES: Hires Western Agriculture as Appraiser
------------------------------------------------------
BR Enterprises seeks authorization from the U.S. Bankruptcy Court
for the Eastern District of California to employ Western
Agricultural Services to provide appraisal services, retroactive to
March 25, 2015.

The Debtor also seeks ratification of pre-petition payment
amounting to $14,500 for such appraisal services.

The Service Agreements between the Debtor and Western Agricultural
are:

   (a) On Feb. 25, 2015, Western Agricultural signed "Service
       Agreement" to conduct a "Market Value Appraisal of the
       Cottonwood Creek Ranch with three valuation scenarios: (1)
       Main house on 14 acres, (2) Ranch without the main house,
       (3) Both ranch and main house for an estimated fee of
       $5,500.  Time & Expenses at the rate of $135 per hour; not
       to exceed the above quote."

   (b) On Feb. 26, 2015, Western Agricultural signed "Service
       Agreement" to conduct a "Market Value Appraisal of the
       Sunset Hills Properties: (A) Remaining Sunset Hills
       subdivision parcels; (B) Sunset Hills 'North' property, (C)

       Sunset Hills 'South' property" for an "estimated fee of
       $9,000.  Time & Expenses at the rate of $135 per hour; not
       to exceed the above quote."

S. James Rickert, principal of Western Agricultural, 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.
Western Agricultural can be reached at:

       S. James Rickert
       WESTERN AGRICULTURAL SERVICES
       Tel: (530) 336-6667
       E-mail: sjrick@shasta.com

                      About BR Enterprises

BR Enterprises, a California Partnership, sought Chapter 11
protection (Bankr. E.D. Cal. Case No. 15-21575) in Sacramento,
California, on Feb. 27, 2015, without stating a reason.

BR Enterprises owns 20.17 acres of undeveloped ranch located at
East of Interstate 5 and South of Lake California Drive, 2600 acres
of undeveloped ranch property located in Cottonwood California in
Tehama County; and 278 acres of contiguous parcels along HWY I-5.
The properties are valued at $10.5 million, according to the
schedules.

Antonio Rodriguez, III, the managing partner, signed the petition.

The case is assigned to Judge Michael S. McManus.

According to the docket, the deadline for filing claims by
governmental entities is Aug. 26, 2015.

George C. Hollister, Esq., at Hollister Law Corporation, in
Sacramento, serves as the Debtor's counsel.

A related entity, Shasta Enterprises, sought bankruptcy protection
(Case No. 14-30833) on Oct. 31, 2014.


BROADWAY FINANCIAL: Amends 2014 Annual Report
---------------------------------------------
Broadway Financial Corporation has amended its annual report on
Form 10-K for the year ended Dec. 31, 2014, to provide the
information required by Part III of Form 10-K because the Company's
proxy statement for the 2015 annual meeting of stockholders will
not be filed within 120 days after the end of the Company's 2014
fiscal year.  A full-text copy of the Form 10-K is available for
free at http://is.gd/wAYEBb

                       About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

As of Dec. 31, 2014, Broadway Financial had $351 million in total
assets, $314 million in total liabilities and $37.3 million in
total stockholders' equity.

The Company is regulated by the Board of Governors of the Federal
Reserve System.  The Bank is regulated by the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.

                         Regulatory Matters

As a result of significant deficiencies in the Company's and the
Bank's operations noted in a regulatory examination in early 2010,
the Company and the Bank were declared to be in "troubled
condition" and agreed to the issuance of the cease and desist
orders by the regulatory predecessor of the Office of the
Comptroller of the Currency for the Bank and the Board of Governors
of the Federal Reserve System for the Company effective Sept. 9,
2010, requiring, among other things, that the Company and the Bank
take remedial actions to improve the Bank's loan underwriting and
internal asset review procedures, to reduce the amount of its
non-performing assets and to improve other aspects of the Bank's
business, as well as the Company's management of its business and
the oversight of the Company's business by the Board of Directors.
Effective Oct. 30, 2013, the Order for the Bank was superseded by a
Consent Order entered into by the Bank with the OCC.  As part of
the Consent Order, the Bank is required to attain, and thereafter
maintain, a Tier 1 (Core) Capital to Adjusted Total Assets ratio of
at least 9% and a Total Risk-Based Capital to Risk-Weighted Assets
ratio of at least 13%, both of which ratios are greater than the
respective 4% and 8% levels for such ratios that are generally
required under OCC regulations.  The Bank's regulatory capital
exceeded both of these higher capital ratios at Dec. 31, 2014, and
2013.


BROOKFIELD RESIDENTIAL: Moody's Rates New $556MM Unsec. Notes 'B1'
------------------------------------------------------------------
Moody's Investor Service assigned a B1 rating to the proposed new
US$556 million (US$350 million and C$250 million) of senior
unsecured notes of Brookfield Residential Properties, Inc.
("Brookfield"). Proceeds will be used to repay existing
indebtedness on its revolving credit facilities and for general
corporate purposes. In the same rating action, Moody's affirmed
Brookfield's B1 corporate family rating, B1-PD Probability of
Default, and changed the rating on the company's existing senior
unsecured notes to B1 from B2. The change in the company's existing
senior unsecured notes rating reflects the company's new capital
structure, which is now comprised of a preponderance of unsecured
debt and very little secured debt. We also affirmed Brookfield's
speculative grade liquidity rating of SGL-2. The rating outlook is
stable.

The stable outlook reflects Moody's expectation that the company
will be able to bring down its adjusted debt leverage towards 50%
while its gross margins will continue to exceed B1 levels.

The following rating actions were taken:

  -- Proposed new $556 million of senior unsecured notes (US$350
     million due 2025 and C$250 million due 2023), assigned B1,
     LGD4;

  -- Corporate Family Rating, affirmed at B1;

  -- Probability of Default, affirmed at B1-PD;

  -- Existing senior unsecured notes, upgraded to B1/LGD4 from
     B2/LGD4

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

  -- Rating Outlook is stable.

The B1 corporate family rating reflects the company's superior
gross margins, which are one of the highest among Moody's rated
homebuilding/land-development companies; its geographically
diversified presence and operations in a more stable, resilient
Canadian market; and its substantial land holdings that reduce its
need to constantly invest in new lot inventory, making it less cash
intensive than most of its peers. The rating also benefits from the
recent privatization of Brookfield by Brookfield Asset Management
("BAM"), an investment grade, global asset manager, as we expect
BAM will step in if Brookfield needs support during any future
severe downturns. Although there is always a chance that BAM could
use Brookfield as a cash cow, we expect BAM will let the company
grow and operate as a stand-alone, independent entity.

At the same time, Moody's rating also takes into account
Brookfield's elevated debt leverage, as measured by Moody's
adjusted debt to book capitalization. Pro forma for this
transaction, the company's debt leverage will be 59%, which is very
stretched for its rating. The company will also be generating
negative free cash flow in 2015 due to the $177 million dividend it
paid to BAM after the closing of the privatization. In addition, we
regard Brookfield's business model, which combines a homebuilding
business with a land development segment, to be more risky than a
typical homebuilding-only operation, although the large Canadian
land component is a strong mitigant.

Brookfield's liquidity is supported by its pro forma $228 million
unrestricted cash position at March 31, 2015; by the pro forma
availability of about $904 million under its various revolving
credit facilities; and an ample headroom under its financial
maintenance covenants. The revolving credit facilities require the
company's primary Canadian subsidiary to maintain a minimum
tangible net worth of $319 million and maximum debt to equity of
less than 1.75x. At December 31, 2014, this Canadian subsidiary had
$632 million of tangible net worth and 0.36x debt to equity.
Brookfield's US subsidiary is required to maintain a maximum net
debt to capitalization of less than 65% and a minimum equity of
$300 million. The subsidiary's actuals for these metrics as of
December 31, 2014, were 31% and $1.2 billion, respectively.

Given the company's elevated debt leverage, a positive rating
change is unlikely in the next 12-18 months. In the longer term,
however, the company's rating could benefit if it successfully
reduces its debt leverage to below 45% while maintaining a solid
profitability and liquidity. In addition, we will need to see
financial prudence and conservatism as it operates under the aegis
of BAM.

The outlook/rating could come under pressure if Brookfield's debt
leverage rises above 60% on a sustained basis and interest coverage
declines below 2.0x. The company's actuals for these metrics as of
December 31, 2014 were 45% and 4.3x, respectively.

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

Brookfield is a homebuilder and a land developer with operation in
Canada, California, and the Central and Eastern US. The company was
established in March 2011 through a merger between Brookfield Homes
Corporation and BPO Residential (the residential land and housing
division of Brookfield Office Properties),. In March 2015, BAM took
the company private by acquiring the 30.6% of Brookfield's public
shares that it did not already own. For the year 2014, the company
generated approximately $1.5 billion of revenues and $274 million
of net income.


BROOKFIELD RESIDENTIAL: S&P Rates $556MM Sr. Unsec. Notes 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Brookfield Residential Properties
Inc.'s (BRP) proposed offering of $556 million senior unsecured
notes due 2025 (consisting of a US$350 million tranche and a C$250
million tranche, equivalent to US$556 million).  The '2' recovery
rating indicates S&P's expectation for recovery in the higher end
of the substantial range (70% to 90%) in the event of default.  The
existing 'B+' corporate credit rating and stable outlook on BRP
remain unchanged.

The company plans to use the proceeds from the offering to retire
secured debt and outstanding balances on both its U.S. and Canadian
revolving credit facilities, with residual proceeds used to bolster
its cash on the balance sheet and for general corporate purposes.
Although S&P forecasts the net increase in total debt to
temporarily raise the company's debt to EBITDA to more than 5x, S&P
expects leverage to improve and that it will be below 5x within 12
months and will be maintained below this level on a sustained
basis.

S&P's 'B+' corporate credit rating on BRP remains unchanged and
reflects S&P's assessment of the company's "fair" business risk
profile and "significant" financial risk profile.  S&P's view of
the business risk reflects the company's participation in the
highly cyclical homebuilding and land development industry, its
focus on large master planned communities, and the uneven nature of
revenues from its land sale operations.  S&P's assessment of the
financial risk profile is based largely on cash flow and leverage
measures, which S&P projects to be in the significant category over
the next 12 to 24 months.  Specifically, S&P expects debt to EBITDA
to be around 5.0x at year-end 2015 and between 4.5x and 5.0x in
2016.  The proposed debt will temporarily increase leverage but
will also help bolster liquidity and extend the company's weighted
average debt maturity.  As of the March 13, 2015 closing date, the
company is now wholly owned by Brookfield Asset Management Inc.
(BAM; A-/Stable/--), and S&P do not factor in implicit support by
BAM, consistent with the treatment for other rated entities with
BAM ownership.  S&P continues to view BRP's liquidity as adequate.

The stable outlook reflects S&P's view that housing will remain
relatively stable in Canada while the continued U.S. recovery will
help the company drive sales volume improvement through increasing
its community count in 2015 and 2016, supporting EBITDA growth,
which will strengthen credit measures after the proposed debt
issuance.  In addition, the company's land sale operations will
support growth as builders invest in land for future growth.  S&P
would consider a negative rating action if U.S. or Canadian housing
markets decline such that debt leverage is sustained above 5x and
EBITDA interest coverage below 2x.  With the proposed incremental
debt, S&P views an upgrade as unlikely over the next 12 months.

Ratings List

Brookfield Residential Properties Inc.
Corporate Credit Rating                       B+/Stable/--

New Rating

Brookfield Residential Properties Inc.
$556 mil sr unsecd notes due 2025             BB-
  Recovery Rating                              2H



BUNGALOW HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bungalow Holdings, LLC
        461 W. Century Drive
        Salt Lake City, UT 84123

Case No.: 15-24144

Chapter 11 Petition Date: May 5, 2015

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Kimball Mosier

Debtor's Counsel: Deborah Rae Chandler, Esq.
                  Blake D. Miller, Esq.
                  MILLER TOONE, P.C.
                  165 Regent Street
                  Salt Lake City, UT 84111
                  Tel: (801) 363-5600
                  Fax: (801) 363-5601
                  Email: chandler@millertoone.com
                         Email: miller@millertoone.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Michelson, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/utb15-24144.pdf


CAL DIVE: Sec. 341(a) Creditors Meeting Continued to May 17
-----------------------------------------------------------
The meeting of creditors in the Chapter 11 cases of Cal Dive
International, Inc., et al., will be continued to May 17, 2015, at
2:00 p.m. at J. Caleb Boggs Federal Building, 844 King Street 5th
Floor, Room 5209 Wilmington, Delaware.

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 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.


CASA EN DENVER: Can Use Bank of Commerce Cash Collateral
--------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis, Casa
Media Partners, LLC, and Casa en Denver, Inc. to use cash
collateral in which Bank of Commerce asserts a security interest.

The Court will conduct a final hearing on the Debtors' motions on
May 11, 2015 at 2:00 p.m., United States Bankruptcy Court, C. Clyde
Atkins United States Courthouse, 301 North Miami Avenue, Courtroom
4 in Miami, Florida.

As reported on the Troubled Company Reporter on April 22, 2015, the
Debtors asserted that without access to cash collateral, their
estates would not have the necessary funds to satisfy their
obligations.

Casa Media allegedly owes Bank of Commerce $4,229,320 while Casa en
Denver allegedly owes the Bank approximately $7,773,489.

Regardless of the Bank's status as an over-secured creditor, the
Debtors seek to provide adequate protection for the use of Cash
Collateral to the extent Bank of Commerce has a security interest.
The Debtor proposes to grant the Bank replacement liens on
post-petition property acquired through the use of cash
collateral.

Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015.  The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases.  The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel.  According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.


CASA EN DENVER: Court Okays Funding Deal with Principal Manager
---------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Casa Media Partners, LLC,
and Casa en Denver, Inc., to enter into a working capital
contribution commitment agreement with Guillermo Canedo White, one
of Debtors' owners and principal managers, primary prepetition
investor, and the architect of the Debtors’ forward-going
business strategy.

The Debtor will use the contributions for the ordinary course
business expense and to meet its immediate obligations in
accordance with the agreement.  The Debtor said it will utilize the
contributions to satisfy any fees and expenses due to the clerk of
the court and the United States trustee.

The salient terms of the WCC agreement are:

a) DIP Funding:

DIP Funder agrees to provide working capital as is necessary up to
an amount of $130,000 to the Debtors under the Interim Funding
Order subject to the terms set forth in the WCC Agreement.  DIP
Funder agrees to provide working capital as is necessary to the
Debtors under the Final Funding Order in an amount up to $100,000
subject to the terms set forth in the WCC Agreement.

b) Initial Funding:

DIP Funder will not be required to fund any amounts until after an
interim order approving the DIP Funding acceptable to the DIP
Funder is entered by the Bankruptcy Court, and fulfillment of all
of the other Conditions Precedent set forth below to the
satisfaction of the DIP Funder.

c) Subsequent Funding:

DIP Funder shall not be required to fund any subsequent amounts
after the Initial Funding Date until after an final order approving
the DIP Funding acceptable to the DIP Funder is entered by the
Bankruptcy Court which shall occur within 30 days after entry of
the Initial Funding Order, and fulfillment of all of the other
Conditions Precedent and Conditions Subsequent set forth below to
the satisfaction of the DIP Funder.

d) Funding Requests:

The Debtors will provide to DIP Funder a funding request which
shall indicate the date, amount, and a Budget outlining how such
funds will be spent.  DIP Funder will fund amounts in the budget
approved by DIP Funder on the Initial Funding Date or Subsequent
Funding Date, as applicable, within three days of the Funding
Request.

e) Funding Amounts:

Funding under the WCC Agreement shall be subject to the discretion
of the DIP Funder based on a budget to be provided by the Debtors
acceptable to the DIP Funder.

f) Termination Date:

The WCC Agreement will terminate, on the earlier to occur of:

  i) 120 days from the Debtors’ bankruptcy petition date;

ii) the effective date of a plan of reorganization, which will be
in form and substance acceptable  to the DIP Funder;

iii) upon 10 days written notice to the Debtors;

iv) the occurrence of an Event of Default under this WCC
Agreement; or

  v) the Bankruptcy Court does not enter the Final Funding Order
within 30 days of the Interim
Funding Order.

A final hearing is set for May 11, 2015, at 2:00 p.m. United States
Bankruptcy Court, 301 N. Miami Avenue, Courtroom 4 in Miami,
Florida.

Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015.  The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases.  The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel.  According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.


CASA EN DENVER: Files Amended Schedules
---------------------------------------
Casa Media Partners, LLC, and Casa en Denver, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of Florida an
amended Schedule B personal property and Schedule D creditors
holding secured claims.  A full-text copy of the amended schedules
is available for free at http://is.gd/bSLHO2

Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015.  The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases.  The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel.  According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.


CASA EN DENVER: Taps David Tilloston as Legal Counsel
-----------------------------------------------------
Casa Media Partners LLC and Casa en Denver Inc. ask the U.S.
Bankruptcy Court for the Southern District of Florida for
permission to employ David Tillotson, Esq., as their legal counsel
related to FCC matters.

Mr. Tillotson will not handle the transfer of certain of the
Debtors' FCC license.

Mr. Tilloston will bill $340 per hour for services rendered the
Debtors.

The Debtors assure the Court that Mr. Tillotson is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Casa Media Partners, LLC, and Casa en Denver, Inc. commenced
Chapter 11 bankruptcy cases (Bankr. S.D. Fla. Case Nos. 15-16741
and 15-16746) in Miami, Florida on April 15, 2015.  The petition
was signed by Juan Salvador Gonzalez, the chief financial officer.
Judge Hon. Robert A Mark presides over the cases.  The Debtors are
represented by Kristopher Aungst, Esq., at Tripp Scott, P.A., as
their counsel.  According to the docket, the deadline to file
claims for governmental units is on Oct. 13, 2015.


CHRYSLER LLC: TRW Wins Summary Judgment Over Class Action Claims
----------------------------------------------------------------
Bankruptcy Judge Stuart M. Bernstein granted Summary Judgment in
favor of Plaintiffs TRW Automotive US, LLC and TRW Automotive
Holdings Corp ("TRW") in the case docketed as TRW AUTOMOTIVE US,
LLC, and TRW AUTOMOTIVE HOLDINGS CORP., Plaintiffs, v. OLD CARCO
LIQUIDATION TRUST and RHONDA MASQUAT, Defendants, CASE NO. 09-50002
(SMB), (JOINTLY ADMINISTERED), ADV. PROC. NO. 14-02055 (SMB).

TRW Automotive US, LLC and TRW Automotive Holdings Corp. initiated
the adversary proceeding against Old Carco Liquidation Trust
seeking a declaration that rights purportedly assigned by the
Liquidation Trust to the defendant, Rhonda Masquat, the class
representative in an Oklahoma class action, had already been
extinguished by prior agreement or assigned to New Chrysler, the
purchaser of substantially all of the debtors' assets. Masquat
moved to intervene and to dismiss the adversary proceeding pursuant
to FED. R. CIV. P. 12(b)(6), made applicable to this proceeding by
FED. R. BANKR. P. 7012(b). Upon notice to the parties, the Court
converted the motion to one for summary judgment, and granted
summary judgment to TRW.

Judge Bernstein concluded that TRW is entitled to Summary Judgment,
as the "unknown" claims excluded from the release in paragraph 5 of
the Cure Agreement (the "Excepted Claims") were assigned to New
Chrysler. Judge Bernstein stated that the conclusion he made in the
prior TRW Decision, where he intimated that Old Carco LLC f/k/a
Chrysler LLC ("Old Chrysler") retained the Indemnification Claim
against TRW, as he was not aware of the Cure Agreement.

The Court directed the parties to settle an order on notice and
schedule a conference to discuss the disposition of the third-party
claim.

From 1993 to 2001, Old Chrysler manufactured and sold certain motor
vehicles known as the "LH platform vehicles" that incorporated
steering components manufactured by TRW. In 2005, Rhonda Masquat
initiated a class action against Old Chrysler in Oklahoma state
court for breach of express and implied warranties, alleging that
the LH platform vehicles were equipped with defective power rack
and pinion steering systems. Old Chrysler and affiliated entities
filed chapter 11 petitions in this Court on April 30, 2009,
automatically staying the Oklahoma Litigation.

A copy of Judge Bernstein's April 13, 2015 Memorandum Decision
Granting Summary Judgment to Plaintiff, is available at
http://is.gd/vFq2IWfrom Leagle.com.  

KLESTADT & WINTERS, LLP Sean C. Southard, Esq. --
ssouthard@klestadt.com -- Maeghan J. McLoughlin, Esq.
--mmcloughlin@klestadt.com -- New York, NY, and BROOKS WILKNS
SHARKEY & TURCO, PLLC Herbert C. Donovan, Esq. --
donovan@bwst-law.com -- Michael R. Turco, Esq. --
turco@bwst-law.com -- Birmingham, MI, Attorneys for Plaintiffs.

OLSHAN FROME WOLOSKY LLP Michael S. Fox, Esq. -- mfox@olshanlaw.com
-- Jordanna L. Nadritch, Esq. -- jnadritch@olshanlaw.com -- Matteo
J. Rosselli, Esq. -- mrosselli@olshanlaw.com -- New York, NY,
Attorneys for Defendant Rhonda Masquat.

JONES DAY, Corrine Ball, Esq. -- cball@jonesday.com -- Jeffrey B.
Ellman, Esq. -- jbellman@jonesday.com -- Brett J. Berlin, Esq., New
York, NY, Attorneys for Defendant Old Carco Liquidation Trust.

                           About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic alliance
with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck,
Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and
products.  Headquartered in Auburn Hills, Michigan, Chrysler Group
LLC's product lineup features some of the world's most recognizable
vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck.
Fiat will contribute world-class technology, platforms and
powertrains for small- and medium-sized cars, allowing Chrysler
Group to offer an expanded product line including environmentally
friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11
protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case
No. 09-50002).  Chrysler hired Jones Day, as lead counsel; Togut
Segal & Segal LLP, as conflicts counsel; Capstone Advisory Group
LLC, and Greenhill & Co. LLC, for financial advisory services; and
Epiq Bankruptcy Solutions LLC, as its claims agent.
Chrysler has changed its corporate name to Old CarCo following its
sale to a Fiat-owned company.  As of Dec. 31, 2008, Chrysler had
$39,336,000,000 in assets and $55,233,000,000 in debts.
Chrysler had $1.9 billion in cash at that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363 of
the Bankruptcy Code that would effect an alliance between Chrysler
and Italian automobile manufacturer Fiat.  As part of the deal,
Fiat acquired a 20% equity interest in Chrysler Group.

Under the terms approved by the Bankruptcy Court, the company
formerly known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.

The U.S. and Canadian governments provided Chrysler with $4.5
billion to finance its bankruptcy case.  Those loans are to be
repaid with the proceeds of the bankruptcy estate's liquidation.

In April 2010, the Bankruptcy Court confirmed Chrysler's repayment
plan.


COCRYSTAL PHARMA: Amends 2014 Annual Report to Add Omitted Info.
----------------------------------------------------------------
Cocrystal Pharma, Inc. has amended its annual report on Form 10-K
for the year ended Dec. 31, 2014, as filed with the Securities and
Exchange Commission on March 31, 2015, to amend Part III of the
2014 Form 10-K to include the information required by and not
included in Part III of the 2014 Form 10-K.  The Company does not
intend to file its definitive proxy statement within 120 days of
the end of its fiscal year ended Dec. 31, 2014.  

Part III of the Form 10-K relates to:

   -- Directors, Executive Officers and Corporate Governance;

   -- Executive Compensation;

   -- Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters;

   -- Certain Relationships and Related Transactions, and Director

      Independence; and

   -- Principal Accounting Fees and Services.

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

                        http://is.gd/l3olRq

                      About Cocrystal Pharma

Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases.  Cocrystal Pharma employs unique technologies and
Nobel Prize winning expertise to create first- and best-in-class
antiviral drugs.  These technologies and the Company's market-
focused approach to drug discovery are designed to efficiently
deliver small molecule therapeutics that are safe, effective and
convenient to administer.

The Company's primary business going forward is to develop novel
medicines for use in the treatment of human viral diseases.
Cocrystal has been developing novel technologies and approaches to
create first-in-class and best-in-class antiviral drug candidates
since its initial funding in 2008.  Subsequent funding was
provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals
Industries, Ltd., or Teva, in 2011.  The Company's focus is to
pursue the development and commercialization of broad-spectrum
antiviral drug candidates that will transform the treatment and
prophylaxis of viral diseases in humans.  By concentrating the
Company's research and development efforts on viral replication
inhibitors, the Company plans to leverage its infrastructure and
expertise in these areas.

Biozone incurred a net loss of $19.6 million in 2013, a net loss
of $7.96 million in 2012, and a net loss of $5.45 million in 2011.
As of Sept. 30, 2014, the Company had $11.6 million in total
assets, $7.65 million in total liabilities and $3.97 million in
total stockholders' equity.


CONGREGATION BIRCHOS: Hires Frances Caruso as Bookkeeper
--------------------------------------------------------
Congregation Birchos Yosef seeks authorization from the Hon. Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District of
New York to employ Frances M. Caruso as bookkeeper.

The Debtor requires Mr. Caruso to:

   (a) prepare and review monthly operating statements and other
       financial reports or statements required by the Court of
       the Office of the U.S. Trustee, the Bankruptcy Code, the
       Bankruptcy Rule or otherwise deemed to be necessary or
       beneficial to the Debtor and its estate; and

   (b) render such other assistance or services as may be
       necessary in the Chapter 11 case.

Mr. Caruso will be paid at $50 per hour.

Mr. Caruso will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mr. Caruso requested a $1,500 retainer for the services to be
provided.

Mr. Caruso 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 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 Debtor has until June 26, 2015, to exclusively file a Chapter
11 plan and disclosure statement.


CONGREGATION BIRCHOS: Hires Montalbano Condon as Special Counsel
----------------------------------------------------------------
Congregation Birchos Yosef seeks authorization from the Hon. Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District of
New York to employ Montalbano, Condon & Frank, P.C. as special
counsel in connection with the real property tax-related matters
and disputes concerning certain of the real properties owned by the
Debtor, effective Feb. 26, 2015.

The Debtor requires the services of special counsel with knowledge
and experience in the matters relevant to the Real Property Tax
Matters.

Montalbano Condon will be paid at these hourly rates:

       Richard H. Sarajian        $365
       Associates                 $200-$275

Montalbano Condon will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Montalbano Condon has requested a $3,000 retainer payment from the
Debtor in connection with the legal services to be rendered, and
the expenses and disbursements to be incurred by Montalbano Condon
on behalf ot the Debtor.

Montalbano Condon 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.

Montalbano Condon can be reached at:

       Richard H. Sarajian, Esq.
       MONTALBANO, CONDON & FRANK, P.C.
       67 North Main Street, 3rd Floor
       New City, NY 10956
       Tel: (845) 521-7108
       Fax: (845) 634-8993

                 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 Debtor has until June 26, 2015, to exclusively file a Chapter
11 plan and disclosure statement.


CONGREGATION BIRCHOS: Hires Pick & Zabicki as Counsel
-----------------------------------------------------
Congregation Birchos Yosef seeks authorization from the Hon. Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District of
New York to employ Pick & Zabicki LLP as counsel, effective Feb.
26, 2015.

The Debtor requires Pick & Zabicki to:

   (a) advise the Debtor with respect to its rights and duties as
       a debtor-in-possession;

   (b) assist and advise the Debtor in the preparation of its
       financial statements, schedules of assets and liabilities,
       statement of financial affairs and other reports and
       documentation required pursuant to the Bankruptcy Code and
       the Bankruptcy Rules;

   (c) represent the Debtor at all hearings and other proceedings
       relating to its affairs as a chapter 11 debtor;

   (d) prosecute and defend litigated matters that may arise
       during this Chapter 11 case;

   (e) assist the Debtor in the formulation and negotiation of a
       plan of reorganization and all related transactions;

   (f) assist the Debtor in analyzing the claims of creditors and
       in negotiating with such creditors and interest holders;

   (g) prepare any and all necessary motions, applications,
       answers, orders, reports and papers in connection with the
       administration and prosecution of the Debtor's Chapter 11
       case; and

   (h) perform such other legal services as may be required and
       deemed to be in the interest of the Debtor in accordance
       with its powers and duties as set forth in the Bankruptcy
       Code.

Pick & Zabicki will be paid at these hourly rates:

       Partners               $350-$425
       Associates             $250
       Paraprofessionals      $125

Pick & Zabicki will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Pick & Zabicki received a $37,000 retainer payment in connection
with legal services to be rendered and the expenses and
disbursement to be incurred.  A total of $5,482.50 of said retainer
was applied to Pick & Zabicki's pre-petition date legal fees and
the balance thereof will be held by Pick & Zabicki pending the
entry of an Order approving Pick & Zabicki's legal fees and
expenses incurred on or after the petition date.

Douglas J. Pick, member of Pick & Zabicki, 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.

Pick & Zabicki can be reached at:

       Douglas J. Pick, Esq.
       PICK & ZABICKI LLP
       369 Lexington Avenue, 12th Floor
       New York, NY 10017
       Tel: (212) 695-6000

                 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 Debtor has until June 26, 2015, to exclusively file a Chapter
11 plan and disclosure statement.


CORINTHIAN COLLEGES: Asks for Approval to Use Cash Collateral
-------------------------------------------------------------
Corinthian Colleges, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to enter interim and final orders
authorizing them to use cash collateral and grant adequate
protection to the prepetition secured parties.

As of the Petition Date, Corinthian has outstanding obligations of
$94.4 million in aggregate principal amount, in respect of
prepetition domestic loans, $8.9 million in aggregate principal
amount, in respect of domestic letters of credit issued, and
CAD$2.3 million in aggregate principal amount, in respect of
Canadian letters of credit issued under a credit agreement with
Bank of America, N.A., as administrative agent.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., tells
the Court that the value of the Debtors' estates is dependent
primarily on the Debtors' ability to efficiently and effectively
wind down their estates.  To preserve the value of their estates,
the Debtors have an immediate and critical need to use Cash
Collateral.

The Debtors, according to Mr. Collins, do not have sufficient
available sources of working capital and financing to permit the
Debtors to, among other things, effectuate an orderly sale of their
assets, continue the wind down of their estates, and satisfy other
short-term operational needs without the use of cash collateral.

The Debtors and Bank of America, as administrative agent, have
reached an agreement with respect to the Debtors' use of Cash
collateral on these terms and conditions:

  -- The Debtors will file monthly operating reports and provide
prepetition secured parties on a monthly basis an accounts payable
aging schedule, a consolidated balance sheet, and consolidated
statement of income and a cash reconciliation report.

  -- The Debtors will use cash collateral in accordance with an
approved budget, with a permitted variance of 15%.

  -- Access to cash collateral will terminate until the earlier of
an event of default or July 31, 2015.

  -- As adequate protection, the Debtors will grant replacement
liens, superpriority claims, and payment of fees and expenses to
the prepetition lenders.

  -- The adequate protection liens will not include the claims and
causes of action of the Debtors or their estates under sections
502(d), 544, 545, 547, 548, 550 and 553 and any other avoidance
actions under the Bankruptcy Code.

  -- There will be a carve-out of up to $75,000 for fees of
retained professionals plus fees required to be paid to the Clerk
of the Court and the U.S. Trustee.

  -- Not more than $25,000 of the proceeds of the collateral may be
used to fund a reasonable investigation of the statutory committee
into the existence of any causes of action against the prepetition
secured parties.

  -- The statutory committee of unsecured creditors and any other
party-in-interest will have 60 days from the Committee's
appointment, but in no event later than 75 days from the Petition
Date to investigate the validity of the prepetition liens and
prepetition secured obligations.

                  About Corinthian Colleges

Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.

Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The cases are
assigned to Judge Kevin J. Carey.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel;
FTI Consulting, Inc., as restructuring advisors; and
Rust Consulting/Omni Bankruptcy as claims and noticing agent.

Corinthian Colleges estimated $10 million to $50 million in assets
and $100 million to $500 million in debt.


CORINTHIAN COLLEGES: Files 1st Omnibus Motion to Reject Contracts
-----------------------------------------------------------------
Corinthian Colleges, Inc., et al., filed their first omnibus
objection to reject, nunc pro tunc to the Petition Date, (i)
contracts with respect to certain vacated locations, (ii) leases
for parking facilities near their closed campuses, (iii) leases for
equipment they no longer require, and (iv) a master services
agreement with Ambassador Education Solutions.

The Debtors, in their sound business judgment, have determined that
the contracts are not necessary in light of the Debtors' current
business needs, nor are they a source of potential value for the
Debtors' creditors or other parties in interest. Absent rejection,
the contracts would impose unnecessary ongoing obligations on the
Debtors.

A list of the rejected contracts is attached to the Motion, a copy
of which is available for free at:

    http://bankrupt.com/misc/Corinthian_C_1st_Reject_M.pdf

                  About Corinthian Colleges

Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.

Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The cases are
assigned to Judge Kevin J. Carey.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel;
FTI Consulting, Inc., as restructuring advisors; and
Rust Consulting/Omni Bankruptcy as claims and noticing agent.

Corinthian Colleges estimated $10 million to $50 million in assets
and $100 million to $500 million in debt.

As of the Petition Date, Corinthian has outstanding obligations of
$94.4 million in aggregate principal amount, in respect of
prepetition domestic loans, $8.9 million in aggregate principal
amount, in respect of domestic letters of credit issued, and
CAD$2.3 million in aggregate principal amount, in respect of
Canadian letters of credit issued under a credit agreement with
Bank of America, N.A., as administrative agent.


CORINTHIAN COLLEGES: Proposes Rust/Omni as Claims Agent
-------------------------------------------------------
Corinthian Colleges, Inc., et al., ask the Bankruptcy Court for
approval to employ Rust Consulting/Omni Bankruptcy as the official
claims and noticing agent, nunc pro tunc to the Petition Date.

The Debtors anticipate that the Chapter 11 cases will require
approximately 65,000 entities to be noticed.  In view of that large
number and the complexity of the Debtors' businesses, the Debtors
submit that the employment and retention of a claims and noticing
agent is both required by Local Rule 2002-1(f) and in the best
interests of the Debtors' estates and creditors.

For its services, the firm will charge at these hourly rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical Support                                 $20
Project Specialist                               $45
Project Supervisors                              $65
Technology/Programming                           $75
Consultants                                      $80
Senior Consultants                              $125

E-mail noticing will be free of charge but the firm will charge
$0.07 per image for fax noticing.  For inputting proofs of claims,
the firm will charge at its hourly rates.  For data storage, the
firm will waive any charges.  With respect to the informational Web
site, the creation and initial set-up will be free of charge, but
data entry will cost $45 per hour, and programming will cost $90
per hour.  For the preparation of schedules and statements, the
firm will charge $45 to $125 per hour.

Prior to the Petition Date, the Debtors provided Rust/Omni a
$40,000 retainer.

Prior to its selection of Rust Omni, the Debtor obtained and
reviewed engagement proposals from three other court-approved
claims and noticing agent to ensure selection through a competitive
process.

                  About Corinthian Colleges

Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.

Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The cases are
assigned to Judge Kevin J. Carey.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel;
FTI Consulting, Inc., as restructuring advisors; and
Rust Consulting/Omni Bankruptcy as claims and noticing agent.

Corinthian Colleges estimated $10 million to $50 million in assets
and $100 million to $500 million in debt.

As of the Petition Date, Corinthian has outstanding obligations of
$94.4 million in aggregate principal amount, in respect of
prepetition domestic loans, $8.9 million in aggregate principal
amount, in respect of domestic letters of credit issued, and
CAD$2.3 million in aggregate principal amount, in respect of
Canadian letters of credit issued under a credit agreement with
Bank of America, N.A., as administrative agent.


CORINTHIAN COLLEGES: Wants $25,000 Sales in Ordinary Course
-----------------------------------------------------------
Corinthian Colleges, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for approval to conduct de minimis
asset sales of $25,000 or less without further order of the court.

The Debtors closed each of their campus locations effective as of
April 27, 2015 and are in the process of liquidating their assets
and winding down their operations.  In connection with these
efforts, the Debtors anticipate being in a position to reject many
of the nonresidential real property leases relating to these campus
locations within the first two weeks of the Chapter 11 cases,
thereby stemming the incurrence of additional administrative rent.
The Debtors submit, however, that there are miscellaneous assets
located at many of these locations, which would need to be
abandoned in order to effectuate an expedited rejection of the
underlying nonresidential real property leases.

Excluding the Debtors' headquarters, the Debtors currently own
furniture or equipment at 31 locations (three locations also
contain annexes).  Two of these locations, Fremont and Long Beach,
CA (the "Wyotech Locations"), were campuses of the Debtors' Wyotech
brand. The Wyotech Locations are multi-building campuses which the
Debtors believe may contain assets with significant value,
including, but not limited to, auto repair and HVAC related
equipment.  The Debtors intend to remain at the Wyotech Locations
until they can perform and complete a fulsome sale process for the
assets at these facilities. The assets to be sold at the Wyotech
Locations will be subject of a separately filed sale motion.

The Debtors' remaining locations consist of the former Everest and
Heald campuses and certain other administrative offices.  The
Debtors believe that the remaining 29 locations contain furniture
and equipment of considerably less value.  The Debtors have
instructed the campus presidents at each of these remaining
locations in California and Arizona to log and ship all equipment
worth over $5,000 that is easily transportable to the nearer of the
two Wyotech Locations to allow the Debtors additional time to
properly market the assets.  The Debtors believe that the assets
that will not be transferred to the Wyotech Locations consist
mainly of office furniture and equipment, including, but not
limited to, lab equipment (for example, dental chairs and x-ray
machines), electronic blackboards or "smartboards", medical lab
equipment and supplies and other items utilized in connection with
the instruction provided at each respective campus location (the
"Miscellaneous Assets").

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., avers
that requiring Court approval of every miscellaneous asset sale
would be administratively burdensome to the Court and costly for
the Debtors' estates, especially in light of the small size of many
of the contemplated sales.  The more significant obstacle in
obtaining Court approval of each individual sale, however, is the
time required to obtain such approval in light of the Debtors'
pressing need to reject the underlying campus leases as quickly as
possible.

Indeed, the Debtors anticipate filing a motion to reject many of
these real property leases within the first few days of the chapter
11 cases.  Accordingly, the Debtors do not have the luxury of
waiting an extended notice period for approval of each asset sale,
as the additional accruing rent under the leases would likely
outweigh any benefit to be realized from the sale transactions.

The miscellaneous asset sale procedures provide:

  * The procedures will apply only to asset sale transactions
involving, in each case, the transfer of $25,000 or less in total
consideration to a single buyer or related group of buyers for
assets per location, as measured by the amount of cash and other
consideration to be received by the Debtors on account of the
assets to be sold.

   * The Debtors will seek offers for the Miscellaneous Assets from
liquidators, competitors and other potential purchasers on or
before May 8, 2015.

   * The Debtors will be filing a separate motion or motions with
the Court seeking approval of any transaction that exceeds the
$25,000 threshold (for a single buyer or group of related buyers at
a single location).

   * After a Debtor enters into a contract or contracts, the Debtor
will serve a notice of the proposed sale, and interested Parties
will have twenty-four hours from transmission of the sale notice to
object to the proposed sale.

  * If no objections are properly asserted prior to expiration of
the notice period, the applicable Debtor or Debtors will be
authorized, without further notice and without further Court
approval, to consummate the proposed sale.

  * If an objection is not resolved on a consensual basis, the
applicable Debtor or Debtors may schedule the proposed sale and the
objection for hearing at the next available omnibus hearing date in
the Chapter 11 cases.

                  About Corinthian Colleges

Corinthian Colleges, Inc., was founded in February 1995, and
through acquisitions became one of the largest for-profit
post-secondary education companies in the United States and
Canada.

Corinthian Colleges, which in 2014 had more than 100 campuses all
over the U.S. and Canada, sought bankruptcy protection to complete
an orderly wind down of its operations.

Corinthian Colleges, Inc., Pegasus Education, Inc., and 23
affiliated entities filed voluntary Chapter 11 petitions (Bankr. D.
Del. Lead Case No. 15-10952) on May 4, 2015.  The cases are
assigned to Judge Kevin J. Carey.

The Debtors tapped Richards, Layton & Finger, P.A., as counsel;
FTI Consulting, Inc., as restructuring advisors; and
Rust Consulting/Omni Bankruptcy as claims and noticing agent.

Corinthian Colleges estimated $10 million to $50 million in assets
and $100 million to $500 million in debt.

As of the Petition Date, Corinthian has outstanding obligations of
$94.4 million in aggregate principal amount, in respect of
prepetition domestic loans, $8.9 million in aggregate principal
amount, in respect of domestic letters of credit issued, and
CAD$2.3 million in aggregate principal amount, in respect of
Canadian letters of credit issued under a credit agreement with
Bank of America, N.A., as administrative agent.

A copy of CRO William J. Nolan's affidavit in support of the first
day motions is available for free at:

    http://bankrupt.com/misc/Corinthian_C_1st_Day_Affidavit.pdf


CREEKSIDE ASSOCIATES: Case Dismissal Hearing Continued Until June
-----------------------------------------------------------------
The Bankruptcy Court continued until June 10, 2015, at 10:00 a.m.,
the hearing to consider Creekside JV Owners's motion to dismiss the
Chapter 11 case of Creekside Associates, Ltd.

In opposing dismissal, the Debtor says the motion by its lender
must 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.

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.

                    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: July 29 Hearing on Cash Collateral Use
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on July 29, 2015, at
9:30 p.m., to consider Creekside Associates, Ltd.'s continued
access to the cash collateral in which Creekside JV Owner, LP
asserts an interest.  Objections, if any, are due July 24, at 5:00
p.m.

The Court approved the second interim agreed order approving use of
cash collateral, provided however, that the Debtor may exceed any
line item in the initial budget by up to 10% in any week, so long
as the aggregate amount of the variance from the initial budget for
any week on a rolling net basis is not exceeded by more than 10%.

As reported in the Troubled Company Reporter on March 10, 2015, as
adequate protection from any diminution in value of the lender's
collateral, the Debtor will grant the lender, among others,
replacement liens on the Debtor's real and personal property.

On or about July 12, 2005, the Debtor executed a promissory note in
the principal amount of $68 million in favor of Eurohypo AG, New
York Branch.  Creekside JV Owner, LP, an entity formed by Davidson
Kempner Capital Management LLC and Morgan Properties to acquire the
Loan.

The Debtor is proposing to make monthly interest payments to the
lender at the contract rate of interest.  These payments will be
$300,000 per month and will be made mid-month.

                      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 as of the
Chapter 11 filing.

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



CTI BIOPHARMA: Net Financial Standing at $22.2M as of March 31
--------------------------------------------------------------
CTI BioPharma Corp. or CTI Parent Company reported total estimated
and unaudited net financial standing as of March 31, 2015, of $22.2
million.  The total estimated and unaudited net financial standing
of CTI Consolidated Group as of March 31, 2015, was $23 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $7 million as of March 31, 2015.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $7.9 million as of March 31, 2015.

During March 2015, there were solicitations for payment only within
the ordinary course of business and there were no injunctions or
suspensions of supply relationships that affected the course of
normal business.

As of March 31, 2015, there were no amounts overdue of a financial
or tax nature, or amounts overdue to social security institutions
or overdue to employees.

During the month of March 2015, the Company's common stock, no par
value, outstanding decreased by 8,444 shares.  As a result, the
number of issued and outstanding shares of Common Stock as of March
31, 2015, was 180,247,408.

                      Amends 2014 Form 10-K

CTI BioPharma filed an amended annual report on Form 10-K for the
year ended Dec. 31, 2014, that was originally filed with the U.S.
Securities and Exchange Commission on March 12, 2015.  The
amendment was filed solely to include the information required in
Part III, Items 10, 11, 12, 13 and 14 of Form 10-K that was
previously omitted from the Original Form 10-K in reliance upon
General Instruction G(3) to Form 10-K.  General Instruction G(3) to
Form 10-K allows such omitted information to be filed as an
amendment to the Original Form 10-K or incorporated by reference
from the registrant's definitive proxy statement that involves the
election of directors not later than 120 days after the end of the
fiscal year covered by the Original Form 10-K.  A copy of the Form
10-K/A is available for free at http://is.gd/lrYTgC

                        About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

CTI Biopharma reported a net loss attributable to common
shareholders of $96 million in 2014, compared with a net loss
attributable to common shareholders of $49.6 million in 2013.
As of Dec. 31, 2014, the Company had $92.3 million in total assets,
$52.4 million in total liabilities, $1.44 million in common stock
purchase warrants and $38.5 million in total shareholders' equity.

                         Bankruptcy Warning

The Company believes that its present financial resources, together
with additional milestone payments projected to be received under
certain of its contractual agreements, its ability to control costs
and expected net sales of PIXUVRI, will only be sufficient to fund
its operations through mid-third quarter of 2015.  This raises
substantial doubt about the Company's ability to continue as a
going concern.  Further, the Company has incurred net losses since
inception and expect to generate losses for the next few years
primarily due to research and development costs for pacritinib,
PIXUVRI, Opaxio and tosedostat.  The Company's available cash and
cash equivalents were $70.9 million as of
Dec. 31, 2014.

The Company said it will need to raise additional funds.  It may
seek to raise such capital through public or private equity
financings, partnerships, collaborations, joint ventures,
disposition of assets, debt financings or restructurings, bank
borrowings or other sources of financing.  However, the Company has
a limited number of authorized shares of common stock available for
issuance and additional funding may not be available on favorable
terms or at all.

"If additional funds are raised by issuing equity securities,
substantial dilution to existing shareholders may result.  If we
fail to obtain additional capital when needed, we may be required
to delay, scale back or eliminate some or all of our research and
development programs, reduce our selling, general and
administrative expenses, be unable to attract and retain highly
qualified personnel, refrain from making our contractually required
payments when due (including debt payments) and/or may be forced to
cease operations, liquidate our assets and possibly seek bankruptcy
protection," the Company states in the 2014 annual report.


DAVITA HEALTHCARE: Moody's Says $495MM Vainer Deal is Credit Neg
----------------------------------------------------------------
Moody's Investor Services commented that DaVita HealthCare Partners
Inc. has reached an agreement in principle with the plaintiffs in
the Vainer civil suit, in which the company has accrued an
estimated $495 million contingency loss reserve. This development
is credit negative because of the relatively large amount, as well
as this being the third settlement since 2012, totaling about $1.0
billion in payouts.

DaVita's LT Corporate Family Ratings is Ba3.

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

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


DENDREON CORP: Court Denies Bid for Official Equity Committee
-------------------------------------------------------------
U.S. Bankruptcy Judge Laurie Selber Silverstein denied the motion
by the Donahue Group of Dendreon Corp., et al.'s ad hoc equity
shareholders for the appointment an official committee of equity
security holders.

Andrew R. Vara, U.S. Trustee for Region 3, in its response to the
motion, stated that courts have assessed equity committee requests
based on a variety of factors, but it remains universally
understood that the appointment of an equity committee is the
exception, not the rule.  According to the U.S. Trustee, the party
moving for the appointment must satisfy the burden of proving that
an equity committee is needed to assure adequate representation for
equity holders.

The movants had failed to satisfy the burden, the U.S. Trustee
said.

                        About Dendreon Corp

With corporate headquarters in Seattle, Washington, Dendreon
Corporation, a biotechnology company focused on the development of
novel cellular immunotherapies to significantly improve treatment
options for cancer patients.

Dendreon's first product, PROVENGE (sipuleucel-T), was approved by
the U.S. Food and Drug Administration (FDA) and became
commercially available for the treatment of men with asymptomatic
or minimally symptomatic castrate-resistant (hormone-refractory)
prostate cancer in April 2010.  Dendreon is traded on the NASDAQ
Global Market under the symbol DNDN.

Dendreon and its U.S. subsidiaries filed for Chapter 11 bankruptcy
protection (Bankr. D. Del.) on Nov. 10, 2014.  The Debtors
requested that their cases be jointly administered under Case No.
14-12515.  The petitions were signed by Gregory R. Cox, interim
chief financial officer and treasurer.

Dendreon sought bankruptcy protection after it reached agreements
on the terms of a financial restructuring with certain holders of
the Company's 2.875% Convertible Senior Notes due 2016
representing 84% of the $620 million aggregate principal amount of
the 2016 Notes.  The financial restructuring may take the form of a
stand-alone recapitalization or a sale of the Company or its
assets.

The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP,
as counsel; Lazard Freres & Co. LLC, as investment banker;
AlixPartners, as restructuring advisors; and Prime Clerk LLC as
claims and noticing agent.

The Debtors disclosed $365 million in total assets and $664
million in total liabilities as of June 30, 2014.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors.



DOUBLJU-USA INC: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Doublju-USA Inc.
        17300 Marquardt Ave.
        Cerritos, CA 90703

Case No.: 15-17229

Chapter 11 Petition Date: May 5, 2015

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Vincent P. Zurzolo

Debtor's Counsel: Joon M Khang, Esq.
                  KHANG KHANG LLP
                  18101 Von Karman Ave 3rd Fl
                  Irvine, CA 92612
                  Tel: 949-419-3834
                  Fax: 949-419-3835
                  Email: joon@khanglaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jong Tark Jang, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb15-17229.pdf


EARL GAUDIO: Taps Protek International as Forensic Analyst
----------------------------------------------------------
Earl Gaudio & Son, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Central District of Illinois to employ
Protek International, Inc. as forensic analyst, nunc pro tunc to
April 21, 2015.

The Debtor has determined that it will be aided in its prosecution
of the claims in the Adversary Proceeding by retention of a
forensic analyst to review the Debtor’s computer systems.

The services will include forensic examination and preservation of
various computer systems, devices of the Debtor, and electronic
information repositories potentially holding electronically stored
information related to claims in the Adversary Proceeding, in order
to ensure that all relevant information is recovered and deletion
of information is discovered and that information preserved to the
extent possible. The services will be provided at a cost of $295
per hour plus actual costs incurred (such as for storage media).

Keith Chval, general counsel of Protek International, 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.

Objections, if any, are due May 8, 2015.

Protek International can be reached at:

       Keith Chval
       PROTEK INTERNATIONAL, INC.
       6262 Kingery Highway, Suite 270
       Willowbrook, IL 60527
       Tel: (630) 986-8206
       Fax: (630) 321-1430

                    About Earl Gaudio & Son, Inc.

Earl Gaudio & Son, Inc., filed a Chapter 11 petition (Bankr. C.D.
Ill. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor disclosed $11,849,187 in assets and $8,489,291 in
liabilities as of the Chapter 11 filing.  John David Burke, Esq.,
and Ben T. Caughey, Esq., at Ice Miller, LLP, serve as the
Debtor's counsel.

The U.S. Trustee appointed five creditors to serve in the Official
Committee of Unsecured Creditors.  The Committee retained Evans,
Forehlich, Beth & Chamley as its local counsel, and Rubin & Levin,
P.C., as its counsel.


ENERGIZER HOLDINGS: Moody's Cuts Sr. Unsecured Notes Rating to Ba1
------------------------------------------------------------------
Moody's Investors Service downgraded Energizer Holdings Inc.'s
("Energizer", soon to be named Edgewell) senior unsecured rating to
Ba1 from Baa3 and assigned a Ba1Corporate Family Rating (CFR). This
follows the company's announcement of its planned capital structure
following the proposed spin-off of its household products business,
which the company expects to close in July. Moody's also assigned a
Ba1-PD Probability of Default rating and an SGL-1 Speculative Grade
Liquidity Rating. "The downgrade reflects the company's smaller
scale, reduced product diversity, and weaker credit metrics
following the planned spin-off", stated Nancy Meadows, a Moody's
VP-Senior Analyst. "It also reflects the considerable execution
risk associated with the complex, large scale operational
restructuring that the company will undergo to complete the
separation of the two businesses", added Meadows. The rating
outlook is stable.

The following ratings were downgraded:

Energizer Holdings, Inc.

  -- Senior Unsecured Bond/Debentures to Ba1 (LGD 4) from Baa3

  -- Senior Unsecured Shelf to (P)Ba1 from (P)Baa3

The following ratings were assigned:

  -- Corporate Family Rating of Ba1

  -- Probability of Default rating of Ba1-PD

  -- Speculative Grade Liquidity Rating of SGL-1

  -- The outlook is stable.

Energizer's Ba1 Corporate Family Rating (CFR) reflects the
company's moderately high leverage, modest scale, and concentration
in mature, highly-promotional categories. The rating also reflects
Moody's expectation that that there is significant execution risk
associated with separating the household products and personal care
businesses. Moody's believes that financial policies will be more
shareholder friendly than they have been in the past. This, coupled
with Moody's view that there are risks that the time and costs
associated with post spin restructuring efforts will slow
delevering. These factors are counterbalanced by Moody's
expectation that the company will continue to maintain good market
position with a portfolio of relatively stable consumer products,
with strong free cash flow, and good geographic diversification.
Growth prospects are modest due to competition with much larger,
more diversified, and better capitalized multi-national companies,
and the ongoing need for promotions to hold share. Category demand,
however, remains relatively consistent through economic cycles.

The stable outlook reflects Moody's expectation that Energizer will
generate reasonably stable operating performance and good free cash
flow.

Energizer's ratings could be upgraded if it improves its scale,
diversification, and sustains solid organic growth. An upgrade
would also require improved credit metrics such that debt/EBITDA
approaches 2.5x, and a commitment to an investment grade rating.
Successful completion of the restructuring process necessary to
disentangle and separate the operations household business would
also be required for an upgrade.

A downgrade could occur if operating performance deteriorates, or
if the company's post-spin restructuring efforts are stymied.
Ratings could also be downgraded if debt/EBITDA is sustained above
3.5x, if there is a deterioration in the company's liquidity
profile, or if the company pursues aggressive shareholder friendly
actions.

The principal methodology used in these ratings 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.

Energizer Holdings, Inc., based in St. Louis, Missouri,
manufactures, markets and distributes branded personal care
products in the shaving, skin care, feminine care, and infant care
categories. Pro forma revenues are approximately $2.6 billion.


ERG RESOURCES: Has $17.5MM of DIP Financing From Existing Lenders
-----------------------------------------------------------------
ERG Resources LLC, et al., ask the U.S. Bankruptcy Court for the
Northern District of Texas to enter interim and final orders
authorizing them to (i) enter into a senior secured superpriority
post-petition credit facility provided by CLMG Corp. ("CLMG"), as
administrative agent and as collateral agent, and certain of the
prepetition lenders, and (ii) use cash collateral.

The Debtors, with the assistance of their professional advisors,
explored their options with respect to postpetition liquidity. The
Debtors ultimately determined that a financing proposal by their
prepetition lenders provided the Debtors with the best opportunity
to continue operations and explore a potential going-concern sale
of their assets.

As of the Petition Date, the Debtors owe $372 million in aggregate
principal under a senior credit facility from lenders and CLMG, as
administrative agent.  These obligations are secured by
first-priority liens on substantially all of the Debtors' assets.
Scott Y. Wood, the owner, signed in his individual capacity a
conditional guaranty regarding the obligations arising under the
credit agreement.

The material terms of the DIP facility are:

   * Borrower: ERG Resources, L.L.C.

   * Guarantors: The prepetition subsidiary guarantors.

   * Administrative Agent: CLMG Corp.

   * DIP Lenders: LNV Corporation and any other financial
institutions party to the DIP Credit Agreement.

   * DIP Facility: A senior secured superpriority
debtor-in-possession revolving credit facility to the Company in an
aggregate principal amount not to exceed $17,500,000. During the
Interim Period, ERG Resources is authorized to borrow up to an
aggregate principal amount of $5,000,000.

   * Use of Cash Collateral: The Debtors may use cash collateral,
as defined by Section 363 of the Bankruptcy Code, subject to the
DIP Budget.

   * Carve-Out: The liens and superpriority claims of the lenders
are subject and subordinate to a carve-out, which will be comprised
of: (i) all fees required to be paid to the Clerk of the Court and
to the Office of the U.S. Trustee plus (ii) an amount equal to the
unpaid professional fees and expenses incurred by the Debtors and
the Committee on or after the Petition Date through the date that
the DIP Agent provides written notice that the Maturity Date has
occurred, plus (iii) $300,000, which amount may be used to pay any
fees or expenses after the delivery of the notice.  In addition,
upon the closing of an approved sale, a fund shall be established
in the amount of $750,000 to be used solely for professional fees
and expenses incurred by the Debtors' estate after the closing of
an approved sale.

   * Interest rate: With respect to Eurodollar Loans, at a rate per
annum equal to the sum of 2.00% per annum and the Eurodollar Rate
for such Interest Period.  With respect to each ABR Loan, at a rate
per annum equal to the ABR plus 3.00% per annum, but in no event to
exceed the Highest Lawful Rate.

   * Maturity Date: The earliest to occur of (a) the date that is
90 calendar days following the Petition Date, (b) the date of
termination of the commitments of the lenders as a result of the
occurrence of an event of default which is continuing, or (c) the
date of the closing of the sale.

   * Milestones: The Company will cause these actions to occur no
later than the applicable date set forth below:

     -- At all times on and after the Petition Date, will continue
to retain the CRO to conduct a process to market and sell the
assets;

     -- No later than 20 calendar days after the Petition Date,
obtain Bankruptcy Court approval and entry of the Bid Procedures
Order;

     -- By no later than 60 calendar days after the Petition Date,
complete the process of soliciting binding bids to acquire
substantially all of the assets;

     -- No later than 80 calendar days after the Petition Date,
commence and complete the auction;

     -- No later than five business days after the conclusion of
the auction, obtain approval of a sale to a buyer on the terms of
the successful bid; and

     -- No later than 90 calendar days after the Petition Date,
consummate the approved sale pursuant to the sale order.

                       About ERG Resources

ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996.  Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California.  ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field.  ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of leasehold
located in Liberty County, Texas.  The Company's corporate
headquarters is located in Houston, Texas.  Scott Y. Wood, through
two of his affiliates, owns 100% of the membership units in ERG
Intermediate Holdings LLC, the parent company.

ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.

The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions,
LLC.

ERG Intermediate estimated $100 million to $500 million in assets
and debt.


ERG RESOURCES: Proposes Epiq as Claims and Noticing Agent
---------------------------------------------------------
ERG Intermediate Holdings, LLC, et al., ask the Bankruptcy Court
for approval to hire Epiq Bankruptcy Solutions, LLC, as claims,
noticing, and balloting agent.

The Debtors have determined that they will have to provide certain
notices in these bankruptcy cases to over a thousand entities, many
of whom may file claims.  In view of the number of anticipated
claimants and the complexity of their businesses, the Debtors
submit that the appointment of a claims, noticing and balloting
agent is otherwise in the best interests of both the Debtors'
estates and their creditors.

Prior to the Petition Date, the Debtor provided Epiq a retainer in
the amount of $15,000, which has been replenished on an as-needed
basis.

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

   Position                                  Hourly Rate
   --------                                  -----------
Clerical/Administrative Support               $30 to $45
Case Manager                                  $60 to $80
IT/ Programming                               $70 to $120
Senior Case Manager/Consultant                $85 to $150
Senior Consultant                            $145 to $180
Director/ Vice President                         $190
Executive Vice President                         Waived

For its noticing services, Epiq will waive fees for e-mail noticing
and fax noticing.  For data storage, maintenance and security, the
firm will charge $0.10 per record per month.  Online claim filing
services will be at no charge. The firm's call center operator will
charge $50 per hour.

                       About ERG Resources

ERG Resources, LLC, is a privately owned oil & gas producer that
was formed in 1996.  Since 2010, ERG Resources and ERG Operating
Co. have been primarily engaged in the exploration and production
of crude oil and natural gas in the Cat Canyon Field in Santa
Barbara County, California.  ERG Resources owns 19,027 gross lease
acreage in the Cat Canyon Field.  ERG Resources also owns and
operates oil & gas leases representing 683 gross acres of leasehold
located in Liberty County, Texas.  The Company's corporate
headquarters is located in Houston, Texas.  Scott Y. Wood, through
two of his affiliates, owns 100% of the membership units in ERG
Intermediate Holdings LLC, the parent company.

ERG Intermediate Holdings, ERG Resources and three affiliates
sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No.
15-31858) on April 30, 2015, in Dallas, Texas.

The Debtors tapped Jones Day as counsel; DLA Piper as co-counsel;
AP Services, LLC, to provide a CRO; and Epiq Bankruptcy Solutions,
LLC.

ERG Intermediate estimated $100 million to $500 million in assets
and debt.


FEDERATION EMPLOYMENT: Says Patient Care Ombudsman Not Required
---------------------------------------------------------------
Federation Employment and Guidance Service. Inc dba F.E.G.S. asks
the Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York to determine that the appointment of a
patient care ombudsman for its bankruptcy case is not required at
this time pursuant to section 333(a) of the Bankruptcy Code and
Bankruptcy Rule 2007.2.

The Debtor points out it is in the process of transitioning its
programs and operations to third party providers and expects to
complete the transfer of all or substantially all of its programs
and operations to third party providers within approximately the
next 60 days.  As a result, any input by an ombudsman would likely
be rendered moot before it could have any meaningful impact on the
quality of care for its clients.  Moreover, appointment of an
ombudsman at this time would be costly and duplicative of its
existing patient care quality management procedures that remain in
effect.

The Debtor further determined that it will be able to continue
operating the Behavioral Health Division programs through May 2015.
The Debtor expects the those programs to be transferred by June 1,
2015.

Because the Debtor anticipates that it will transfer substantially
all of its programs to one or more other providers in the near
term, the completion of such anticipated transfers will likely
render moot any substantive findings that would be made by a
patient care ombudsman.

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.


FEDERATION EMPLOYMENT: US Trustee Forms 3-Member Creditor's Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 2 appointed three members to the
Official Committee of Unsecured Creditors for the Chapter 11
Bankruptcy case of Federation Employment and Guidance Service Inc.
dba FEGS.

The members of the Committee are:

1) InterAgency Council of Developmental Disabilities Agencies,
Inc.
   150 West 30th Street, 15th Fl
   New York, NY 10001

2) Netsmart Technologies, Inc.,
   4950 College Blvd.
   Overland Park, KS 66211

3) Ultimate Psychological Consultation And Evaluation, P.C.
   271 North Avenue, Suite 111
   New Rochelle, NY 10801

                            About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than 120,000
individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Chapter 11 plan and disclosure statement are due by July 16,
2015.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.


FINGER LICKIN': Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Finger Lickin' Brands, LLC
        461 W Century Drive
        Salt Lake City, UT 84123

Case No.: 15-24141

Chapter 11 Petition Date: May 5, 2015

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Joel T. Marker

Debtor's Counsel: Deborah Rae Chandler, Esq.
                  MILLER TOONE, P.C.
                  165 Regent Street
                  Salt Lake City, UT 84111
                  Tel: (801) 363-5600
                  Fax: (801) 363-5601
                  Email: chandler@millertoone.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Michelson, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/utb15-24141.pdf


FLINTKOTE COMPANY: Reaches $1.7M Fibro Coverage Deal w/ Travelers
-----------------------------------------------------------------
Law360 reported that Flintkote Co. asked a Delaware bankruptcy
judge to sign off on a $1.7 million settlement with Travelers
Casualty & Surety Co. to resolve a dispute over coverage for
asbestos lawsuits.

According to the report, under the proposed settlement, which was
submitted to U.S. Bankruptcy Judge Mary F. Walrath for
consideration, Flintkote and Travelers agreed to a mutual release
of all claims against each other stemming from the asbestos cases.


                   About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.

Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del.
Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del.,
represent the Debtors in their restructuring efforts.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip
E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

James J. McMonagle, is the legal representative for future
claimants.  The FCR has retained Dr. Timothy Wyant as claims
evaluation consultant.  The FCR is represented by James L. Patton,
Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway Stargatt &
Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys, Sater,
Seymour & Pease LLP.

When Flintkote filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it
estimated assets of $1 million to $50 million, and debts of more
than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy Judge
Judith Fitzgerald.

                        *     *     *

Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District
of Delaware approved the disclosure statement explaining the
modified confirmed amended joint plan of reorganization filed by
The Flintkote Company and Flintkote Mines Limited and allowed the
Debtors to resolicit the votes of holders of claims in the
eligible
classes with regard to the Plan.

As previously reported by The Troubled Company Reporter, the
Debtors modified their confirmed plan to incorporate the terms of
a
comprehensive settlement with its parent, Imperial Tobacco Canada
Limited, f/k/a Imasco Limited (Canada).

The Supplemental Voting Deadline is June 2.  Any objections to the
confirmation of the Plan must be submitted on or before July 8.
The confirmation hearing will commence on Aug. 10, 2015, at 10:30
a.m. (ET).


FREESEAS INC: Incurs $12.7 Million Net Loss in 2014
---------------------------------------------------
Freeseas Inc. filed with the Securities and Exchange Commission its
annual report on Form 20-F disclosing a net loss of $12.7 million
on $3.77 million of operating revenues for the year ended Dec. 31,
2014, compared to a net loss of $48.7 million on $6.07 million of
operating revenues for the year ended Dec. 31, 2013.  The Company
also reported a net loss of $30.9 million in 2012.

As of Dec. 31, 2014, the Company had $64.25 million in total
assets, $39.2 million in total liabilities and $25.0 million total
shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2014, citing that the Company has incurred recurring operating
losses and has a working capital deficiency.  In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements.  Furthermore, the vast majority of
the Company's assets are considered to be highly illiquid and if
the Company were forced to liquidate, the amount realized by the
Company could be substantially lower that the carrying value of
these assets.  Also, the Company has disclosed alternative methods
of testing the carrying value of its vessels for purposes of
testing for impairment during the year ended December 31, 2014.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.

A full-text copy of the Form 20-F is available for free at:

                        http://is.gd/8I5KwG

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.


FUSION TELECOMMUNICATIONS: Amends 2014 Annual Report
----------------------------------------------------
Fusion Telecommunications International Inc. filed an amendment to
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2014, originally filed with the Securities and Exchange Commission
on March 30, 2015, to include the information required by Part III
(Items 10, 11, 12, 13 and 14).  No other information included in
the Original Report is changed by the amendment.  A copy of the
Form 10-K/A is available for free at http://is.gd/fnXcSO

                   About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.,
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion incurred a net loss applicable to common shareholders of
$4.31 million in 2014, a net loss applicable to common shareholders
of $5.48 million in 2013 and a net loss applicable to common
stockholders of $5.61 million in 2012.

As of Dec. 31, 2014, the Company had $73.7 million in total assets,
$60.5 million in total liabilities and $13.3 million in total
stockholders' equity.


GEOMET INC: Posts $2.2 Million Net Loss in First Quarter
--------------------------------------------------------
GeoMet, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing a net loss available to
common stockholders of $2.2 million for the three months ended
March 31, 2015, compared to a net loss available to common
stockholders of $396,000 for the same period a year ago.

As of March 31, 2015, the Company had $22.2 million in total
assets, $170,000 in total liabilities, $50.12 million in series A
convertible redeemable preferred stock, and a $28.1 million total
stockholders' deficit.

As of March 31, 2015, the Company's remaining balance of cash
totaled $22.1 million.

A full-text copy of the Form 10-Q is available for free at:

                         http://is.gd/Mg8PCi

                           About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

As reported by the TCR on Feb. 20, 2015, GeoMet said it has no
operations and minimal assets, which raises substantial doubt about
its ability to return any additional value to its stockholders.
The Company added it may file a plan of dissolution if it cannot
consummate a corporate transaction/merger prior to the third
quarter of 2015.


GOOD SAMARITAN HOSP: Moody's Affirms 'B1' on 1991 Fixed Rate Bonds
------------------------------------------------------------------
Moody's Investors Service affirms Good Samaritan Hospital's, CA B1
bond rating assigned to the Series 1991 fixed rate bonds issued
through the California Health Facilities Financing Authority. The
outlook is stable.

The B1 rating reflects ongoing strong support from the California
Provider Fee Program, and GSH's adequate liquidity. GSH's
underlying operating performance (excluding the California State
Provider Fee) is very poor, and has been worsening the last two
years. Additional challenges include a poor payer mix, declining
utilization, and overall declining revenues. Strengths include a
favorable clinical reputation, and a certain level of stability
within its served population despite long-standing operational
challenges.

The stable outlook is predicated on the continuation of the
California State Provider Fee program, and further assumes that GSH
will increase unrestricted cash balances to approximately $100
million by the end of the fiscal year (due to the delayed receipts
of certain Provider Fee funds).

What could make the rating go UP:

- Improved underlying operating margins for multiple years,
   together with the stabilization of utilization measures

- Implementation of a permanent, stable provider fee program,
   contributing to stable, favorable, consolidated results

What could make the rating go DOWN:

- Adverse changes to the Provider Fee Program

- Increased operating losses beyond budgeted expectations

- Additional declines in unrestricted liquidity

- New, large capital plans beyond the current construction
   project requiring a large increase in debt or a decline in
   liquidity

- Increased competitive pressures which impact market share

Good Samaritan Hospital is a not-for-profit, community hospital
providing tertiary services located in downtown Los Angeles. In FY
2014 it produced revenues of $237 million and generated 12,809
hospital admissions. Its Medicare case mix index was 1.86.

Bonds are secured by a first lien on certain pledged assets, which
include the medical center and underlying real estate, a conference
center, and two parking structures. There are limits on additional
indebtedness. There is no debt service reserve fund; the hospital
makes monthly interest and sinking fund payments into a bond fund.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


GREAT PLAINS REGIONAL: Fitch Affirms 'BB' Rating on $34.28MM Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed this Oklahoma Development Finance
Authority bonds issued on behalf of Great Plains Regional Medical
Center (GPRMC):

   -- $34,280,000 hospital revenue bonds, series 2007 at 'BB'.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of the revenues of the obligated
group and a debt service reserve fund.

KEY RATING DRIVERS

MEDICAL STAFF GROWTH CREDIT POSITIVE: Management has successfully
implemented a key component of its strategy by recruiting key
physicians which has increased staff to 74, up from 58 in 2013. As
a result, annualized revenue through the six months ended Dec. 31,
2014 (the interim period) has increased to $51.5 million compared
to total revenues of $41.6 million in fiscal 2014.

STRONGER 2015 VOLUMES HELP STANCH LOSSES: Improved inpatient
volumes in the interim period (up 17%), driven by successful
physician recruitment, helped to narrow GPRMC's losses compared to
the prior year period. Through Dec. 31, GPRMC reported a $878,000
loss from operations on total revenues of $25.8 million (-3.4%
operating margin) compared to $2.5 million loss from operations on
total revenues of $20.5 million (-12.1% operating margin) in the
prior year period. Management is projecting to meet its fiscal year
2015 budget of negative 6.8% operating loss, which Fitch believes
is reasonable against mid-year results.

WEAK COVERAGE METRICS: The 'BB' rating reflects GPRMC's very light
debt service coverage, which was 1.36x according to its indenture
calculation for fiscal 2014, just ahead of its 1.1x rate covenant
requirement. The rating also reflects GPRMC's significant debt
burden, as indicated by maximum annual debt service (MADS) equal to
a high 7% of fiscal 2014 revenues.

STEADY BALANCE SHEET STRENGTH: GPRMC's balance sheet has remained
steady and provides adequate financial cushion that helps mitigate
GPRMC's volatile operational performance. At Dec. 31, 2014,
unrestricted cash equaled $23 million, or 171 days cash on hand
(DCOH), 7.9x cushion ratio, and 66% cash to debt. Fitch expects
liquidity to remain stable.

RATING SENSITIVITIES

STAFFING STABILITY IS KEY: GPRMC's small revenue base makes it more
vulnerable to medical staff and volume volatility, as evidenced by
historical performance. Management's ability to maintain a stable
physician and nursing staff will remain key to the rating.

SENSITIVITY TO DEBT SERVICE COVERAGE: Improving coverage from
current very thin levels is necessary for any upward rating
movement, given GPRMC's high degree of leverage. Conversely, any
deterioration in coverage metrics from current levels will trigger
downward rating movement.

CREDIT PROFILE

GPRMC is a 62-licensed-bed community hospital located in Elk City,
Oklahoma, approximately 120 miles west of Oklahoma City. Total
revenues were $41.6 million in fiscal 2014.

PHYSICIAN RECRUITMENT A CREDIT POSITIVE

Management has recruited key medical staff over the past year,
implementing a key component of its turnaround strategy. GPRMC
added three primary care physicians year to date, one of whom
started in April 2015 and did not affect reported volumes.
Additionally, management has changed its emergency room physician
contract to six board-certified and board-eligible physicians,
which Fitch believes will help to improve negative community
perceptions. Additional recruitments in key
specialties--cardiology, orthopedics, urology, OB/GYN, among
others--have driven volume improvements and revenue growth through
the six month interim period. Total physicians number 74
year-to-date, up from 58 in 2013. Fitch believes that this should
reduce the level of outmigration.

Some pressure has occurred in 2015 from nursing staff attrition and
openings, reportedly from Oklahoma City wage pressure, which have
resulted in an increase in nursing staff vacancy rate (currently
23%, up from 11% in 2013), increasing agency expenses to over $1
million year to date. Management has hired an interim chief nursing
officer and has the goal to end reliance on agency nurse staffing
in the coming 30 days.

Contributing to successful physician recruitment has been the
appointment of the new CEO in February 2014. The new management
team has identified key strategies to improve GPRMC's operating
performance, including medical staff growth and integration,
bringing swing beds back into operation, improving staff
productivity, and addressing the revenue cycle process. Fitch
believes that stability in the leadership team will be integral to
achieving and sustaining operating improvements over the longer
term.

VOLUMES SUPPORT BETTER OPERATIONS

Acute volume is up 18% through Dec. 31, 2014, to 966 admissions,
after declining by 27% from 2011 to 2014. Inpatient volumes
represent 34% of revenues in 2014. Fitch believes medical staff
stability is key to the rating given prior volatility, and GPRMC's
residency partnership with the University of Oklahoma should help
in future recruitment.

Volume increases have helped improved operating performance through
the interim period with GPRHC reporting a negative 3.4% operating
margin through Dec. 31, 2014. This is notably improved from prior
year, when operating margin was negative 12.1% at the six-month
interim, and solid in comparison the prior four years, when losses
were between negative 8.3% and negative 10.3%. Operating losses
reflect a new physical plant (nine year average age) and high
depreciation expense. Operating EBITDA was notably improved over
prior year as well, to 8.6%, up from 5.1%, but level with prior
year end. Management is projecting to meet its fiscal year 2015
budget of negative 6.8% operating loss despite some recent volume
instability, which Fitch believes is reasonable.

HIGH LEVERAGE AND THIN COVERAGE MARGIN

GPRMC is highly leveraged, with MADS representing 7% of 2014
revenue, compared to the below investment grade (BIG) median of 4%.
Historically, coverage of MADS by EBITDA has been weak at 1.6x and
1.4x in fiscal 2013 and 2014, respectively. MADS coverage by
operating EBITDA was 1.2x in 2014 which is weak compared to BIG
median of 1.6x. Sustained growth in debt service coverage will be
key to any upward rating momentum, given the center's high
leverage.

ADEQUATE BALANCE SHEET

GPRMC's cash position remains a key credit consideration, providing
some financial cushion against its weak operating performance.
Through Dec. 31, 2014, GPRMC maintained 214.7 DCOH in comparison
with BIG median of 74.8. Further, cushion ratio of 8.1X and cash to
debt of 66.2% compare favorably with category medians of 5.3x and
55.7%, respectively. Finally, the center's investments are
conservative, with 100% cash and fixed income.

CONSERVATIVE DEBT PROFILE

GPRMC has minimal financing risk, with a 100% fixed rate debt
profile. No additional debt is planned and capital needs are
expected to remain modest. GPRMC has only fixed rate debt and no
derivative exposure. MADS is equal to $2.9 million and debt service
declines.

CONTINUING DISCLOSURE

GPRMC covenants to disclose annual and quarterly disclosure, which
it posts regularly to the Municipal Securities Rulemaking Board's
EMMA System. Disclosure has been timely and thorough, with good
access to management.



HHH CHOICES: Must Answer Involuntary Petition by May 26
-------------------------------------------------------
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on
May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.

The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered.  They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.

Counsel to the alleged creditors has served summons to the Bronx,
New York-based debtor.  The Debtor's motion or answer to the
petition is due May 26, 2015.

Judge Michael E. Wiles has been assigned to the case.


HYLAND SOFTWARE: $30MM Loan Increase No Effect on Moody's 'B2' CFR
------------------------------------------------------------------
Moody's Investors Service said Hyland Software, Inc.'s $30 million
increase of its senior secured first lien term loan to $600 million
pro forma outstanding does not affect the company's B2 Corporate
Family Rating (CFR), the B2 rating for its senior secured first
lien credit facilities and its stable ratings outlook.


JAMES RIVER: Has Until July 11 to File Chapter 11 Plan
------------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia extended the exclusive periods of
James River Coal Co. and its debtor-affiliates to file a Chapter 11
plan until July 11, 2015, and solicit acceptances of that plan
until Sept. 10, 2015.

                         About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed by
Peter T. Socha as president and chief executive officer. Judge
Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M.
Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor. Epiq
Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and
administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

The Debtors, in August 2014, won authority to sell the Hampden
Mining Complex (including the assets of Logan & Kanawha Coal
Company, LLC), the Hazard Mining Complex (other than the assets of
Laurel Mountain Resources LLC) and the Triad Mining Complex for $52
million plus the assumption of certain environmental and other
liabilities, to a unit of Blackhawk Mining.  The Buyer is
represented by Mitchell A. Seider, Esq., and Charles E. Carpenter,
Esq., at Latham & Watkins LLP.


LEHMAN BROTHERS: Rothesay Life Completes $1-Bil. Buyout of Pensions
-------------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that corporate pension insurer Rothesay Life completed a GBP675
million (US$1.02 billion) buyout of the pension plan for Lehman
Brothers' European arm.

According to the report, under the deal, the London-based insurer
will take over the liability for the defined-benefits pension plan
of Lehman Brothers International (Europe).  The so-called bulk
annuity deal ensures some 2,466 former Lehman employees in Britain
will finally receive their full pensions more than six years after
the investment bank's collapse.

Pension payments will initially be made by the plan until the
insurer takes over paying benefits to members directly when the
bulk annuity converts to a full buyout, the Journal said, citing
PricewaterhouseCoopers, which is handling the liquidation of
Lehman's U.K.-based arm.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was     


the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

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

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

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

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

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

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

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

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


LIBERTY TIRE: S&P Withdraws 'SD' CCR at Issuer's Request
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Pittsburgh-based tire recycling company Liberty Tire Recycling
Holdco LLC and its subsidiaries, including its 'SD' corporate
credit rating and 'D' senior unsecured debt ratings.  All ratings
were withdrawn at the issuer's request.  S&P had lowered its
ratings on April 3, 2015, following the completion of the company's
distressed exchange on its 11% senior unsecured notes due 2016.


MAGNETATION LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                        Case No.
    ------                                        --------
    Magnetation LLC                               15-50307
    102 NE Third Street
    Grand Rapids, MN 55744

    Mag Lands, LLC                                15-50308

     
    Mag Finance Corp.                             15-50309

    Mag Mining, LLC                               15-50310

    Mag Pellet LLC                                15-50311

Type of Business: Iron Ore Mining

Chapter 11 Petition Date: May 5, 2015

Court: United States Bankruptcy Court
       District of Minnesota (Duluth)

Judge: Hon. Gregory F Kishel

Debtors' General  Marshall S. Huebner, Esq.
Counsel:          Damian S. Schaible, Esq.
                  Michelle M. McGreal, Esq.
                  DAVIS POLK & WARDWELL LLP
                  450 Lexington Avenue
                  New York, NY 10017
                  Tel: (212) 450-4000
                  Fax: (212) 607-7983
                  Email: marshall.huebner@davispolk.com
                         damian.schaible@davispolk.com
                         michelle.mcgreal@davispolk.com
             
Debtors'          Clinton E. Cutler, Esq.
Local             James C. Brand, Esq.
Counsel:          Sarah M. Olson, Esq.
                  FREDRIKSON BYRON, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN  55402
                  Tel: (612) 492-7000
                  Fax: (612) 492-7077
                  Email: jbrand@fredlaw.com
                         ccutler@fredlaw.com
                         solson@fredlaw.com

Debtors'          DONLIN, RECANO & COMPANY, INC.
Claims,
Noticing
and Balloting
Agent:

Estimated Assets: $100 million to $500 million

Estimated Debts: $500 million to $1 billion

The petition was signed by Joseph A. Broking, chief financial
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
FLSmidth Salt Lake City, Inc.         Trade Debt       $4,443,254
PO Box 123238
Dallas, TX 75312-3238
Russell K. Sanford, Project Director
PO Box 123238

Dallas, TX 75312-3238
Tel: 801-871-7000
Fax: 801-871-7001
E-mail: russell.sanford@flsmidth.com

Scheck Industrial Corp.               Trade Debt        $3,746,299
1079 Driessen Drive
Kaukauna, WI 54130
Kevin McDonnell, CFO
1079 Driessen Drive
Kaukauna, WI 54130
Tel: 218-326-2355
Fax: 218-326-5179
E-mail: kmcdonnell@goscheck.com

Champion Steel                        Trade Debt        $2,772,899
703 Pellet Ave
PO Box 280
Keewatin, MN 55753
John Stene, CFO
703 Pellet Ave
PO Box 280
Keewatin, MN 55753
Tel: 218-778-4000
E-mail: john.stene@hammerlundconstruction.com

Northern Industrial Erectors          Trade Debt        $2,667,402
PO Box 308
Grand Rapids, MN 55744
Derek Bostyancic
PO Box 308
Grand Rapids, MN 55744
Tel: 218-326-8466
Fax: 218-326-5045
E-mail: dbostyancic@nie-mn.com

Parsons Electric                      Trade Debt        $2,369,732
5960 Main Street NE
Minneapolis, MN 55432
Mike Northquest, CFO
5960 Main Street NE
Minneapolis, MN 55432
Tel: 218-727-2690
Fax: 218-727-2691
E-mail: Mike.Northquest@ParsonsCorp.com

BNSF Railway Company                  Trade Debt        $2,147,844
920 SE Quincy, 9th Floor
Topeka, KS 66612-1116
Jason Jang, Credit Manager
920 SE Quincy, 9th Floor
Topeka, KS 66612-1116
Tel: 785-676-3954
E-mail: jason.jang@bnsf.com

Ulland Bros. Inc.                     Trade Debt        $1,655,095
PO Box 340
Cloquet, MN 55720-0340
Michael Welch, President
PO Box 340
Cloquet, MN 55720-0340
Tel: 218-262-3406
Fax: 218-262-5348
E-mail: mwelch@ulland.com

Wm. J Schwartz & Sons, Inc.            Trade Debt      $1,506,738
34882 Scenic Hwy
Bovey, MN 55709-6032
Bob Schwartz
34882 Scenic Hwy
Bovey, MN 55709-6032
Tel: (218) 245-2165
Fax: (218) 327-1698
E-mail: bob@schwartzrmex.com

FLSmidth USA Inc. - Salt               Trade Debt      $1,361,518
Lake City Operations
P.O. Box 123238
Dept. 3238
Dallas, TX 75312-3238
Russell K. Sanford, Project Director
P.O. Box 123238
Dept. 3238
Dallas, TX 75312-3238
Tel: 801-871-7000
Fax: 801-871-7001
E-mail: russell.sanford@flsmidth.com

Hunt Electric Corporation              Trade Debt      $1,218,277
4330 West 1st St. Suite B
Duluth, MN 55807
Bradley J. Boos, President
4330 West 1st St. Suite B
Duluth, MN 55807
Tel: 218-628-3323
Fax: 218-624-7485
E-mail: BBoos@huntelec.com

Hammerlund Construction, Inc.          Trade Debt      $1,138,261
3201 Hwy 2 West
Grand Rapids, MN 55744
John Stene, CFO
3201 Hwy 2 West
Grand Rapids, MN 55744
Tel: (218) 326-1881
E-mail: john.stene@hammerlundconstruction.com

A.W.Kuettel & Sons                     Trade Debt      $1,010,106
3930 Airpark Blvd.
Duluth, MN 55811
Jason Kuettel
3930 Airpark Blvd.
Duluth, MN 55811
Tel: 218-722-3901
Fax: 218-722-6113
E-mail: jkuettel@awkuettel.com

Outotec (USA) Inc.                     Trade Debt        $932,617
8280 Stayton Drive, Ste M
Jessup, MD 20794
Joe Skafar, Sales Manager
8280 Stayton Drive, Ste M
Jessup, MD 20794
Tel: 301-543-1200
Fax: 301-543-0002
E-mail: joe.skafar@outotec.com

Kirby Risk                             Trade Debt        $838,203
27561 Network Place
Chicago, IL 60673-1275
27561 Network Place
Chicago, IL 60673-1275
Tel: 765-446-3054

Gerdau Ameristeel US Inc               Trade Debt        $749,815
Attn: Credit Department
4221 W. Boy Scout Blvd
Ste 600
Tampa, FL 33607
Rodrigo Souza, VP of Finance
4221 W. Boy Scout Blvd, Ste 600
Tampa, FL 33607
Tel: 800-637-8144

Magotteaux, Inc                        Trade Debt        $700,904
PO Box 643382
Cincinnati, OH 45264-3382
Freddy De Bock, Business Manager Mining
PO Box 643382
Cincinnati, OH 45264-3382
Tel: 615-385-3055
Fax: 615-297-6743
E-mail: fdebock@magotteaux.com

Xtreme Contractors                      Trade Debt       $690,729
348 E US HWY 24
Reynolds, IN 47980
Tara Wilson
348 E US HWY 24
Reynolds, IN 47980
Tel: 219-984-5144
Fax: 219-984-5495
E-mail: tarawilson.xtreme@comcast.net

Lejeune Steel Company                   Trade Debt       $659,090
118 W. 60th. St.
Minneapolis, MN 55419
Lindsey Eddy, Accountant
118 W. 60th. St.
Minneapolis, MN 55419
Tel: 612-243-2363
E-mail: Lindsey.Eddy@lejeunesteel.us

Noramco                                Trade Debt        $615,991
2729 13th Ave E
Hibbing, MN 55746
Martha Van Dyke
2729 13th Ave E
Hibbing, MN 55746
Tel: 218-262-1093
E-mail: martha.vandyke@noramcoeng.com

Dilling Group, Inc.                    Trade Debt        $601,568
PO Box 47
111 East Mildred St.
Logansport, IN 46947-0047
PO Box 47
111 East Mildred St.
Logansport, IN 46947-0047
Tel: 574-753-3182


MAGNETATION LLC: Files for Ch. 11 to Restructure Balance Sheet
--------------------------------------------------------------
Magnetation LLC, an iron ore concentrate and pellet producer, on
May 5 disclosed that it has reached an agreement with holders of
more than 70% of its 11.0% senior secured notes due 2018 to
restructure the Company's balance sheet and provide liquidity to
support long-term operations.  To implement this restructuring,
Magnetation LLC and its direct subsidiaries have filed voluntary
petitions for reorganization under chapter 11 of the United States
Bankruptcy Code in the Bankruptcy Court for the District of
Minnesota.  The Company and the noteholders have agreed to the
principal terms of a chapter 11 plan of reorganization, which will
be subject to approval by the Bankruptcy Court.

In conjunction with its reorganization, Magnetation has obtained a
commitment for $135 million in debtor-in-possession financing (DIP
Financing) from certain holders of Senior Secured Notes.  All
holders of Senior Secured Notes are eligible to participate pro
rata in the DIP Financing pursuant to procedures filed with the
Bankruptcy Court, which will provide Magnetation with $63.7 million
of incremental liquidity.  Upon approval by the Bankruptcy Court,
the DIP Financing and cash generated from Magnetation's ongoing
operations will be used to support the business during the
reorganization process.

Magnetation has filed various motions with the Bankruptcy Court in
support of its reorganization.  The Company intends to continue to
pay employee wages and provide healthcare and other benefits
without interruption in the ordinary course of business and to pay
suppliers and vendors in full under normal terms for goods and
services provided after the filing date of May 5, 2015.  The
Company expects its mining and pelletizing operations and customer
shipments to continue in the ordinary course throughout the
reorganization.

"We are pleased to have reached an agreement with our noteholders
on the terms of a balance sheet restructuring through a chapter 11
reorganization," said Magnetation Chief Executive Officer Larry
Lehtinen.  "The significant decrease in global iron ore prices
along with our existing capital structure has created a challenging
business environment in the short term.  The reorganization process
will create a more competitive and successful Company.  We remain
firmly committed to serving our customers and to being a good
employer by maintaining safe, productive operations as we undertake
this process.  We appreciate the ongoing dedication of our
employees, whose hard work is critical to the success and future of
our Company."

Magnetation's business outlook has been impacted by the challenging
iron ore industry, which has experienced global supply increases
and a reduction in the global demand.  The Company has reacted to
the decline in pricing by, among other things, taking cost
reduction measures, including the recently-announced decision to
indefinitely idle its Plant 1 iron ore concentrate operation in
Keewatin, MN.

                         First Day Motions

The Debtors on the Petition Date filed motions to:

  -- approve the joint administration of their Chapter 11 cases;
  -- set a bar date for filing proofs of claim;
  -- maintain their existing bank accounts;
  -- pay prepetition wages and employee benefits;
  -- pay prepetition claims of critical vendors;
  -- pay prepetition claims of shippers and warehousemen;
  -- obtain postpetition financing;
  -- continue their insurance programs;
  -- grant administrative expense status to vendors;
  -- pay prepetition taxes and fees;
  -- prohibit utilities from discontinuing service; and
  -- assume a technology license agreement.

The first day hearing is slated for May 7, 2015, at 10:00 a.m.
(Prevailing Central Time).

                   About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com-- is a joint venture
between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC,
an affiliate of AK Steel Corporation (49.9% owner).  Magnetation
LLC recovers high-quality iron ore concentrate from previously
abandoned iron ore waste stockpiles and tailings basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring.  The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.  Donlin Recano maintains the case Web
site http://www.donlinrecano.com/mag

The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.



MAGNETATION LLC: Proposes July 15 Claims Bar Date
-------------------------------------------------
Magnetation LLC, and its affiliated debtors ask the Bankruptcy
Court to enter an order setting July 15, 2015 at 5:00 p.m.
(prevailing Central time) as the bar date by which proofs of claim
must be received from each person or entity, other than any
governmental unit, in respect of any prepetition claim.

The Debtors' DIP financing requires the Debtors to file a plan of
reorganization and a disclosure statement within three months after
the petition date (on or before the 90th day after the Petition
Date).  To meet this milestone, the Debtors must have an
opportunity to review and analyze all of the non-governmental unit
proofs of claim filed in these cases in advance of filing a plan
and disclosure statement. The DIP Order also includes a milestone
that requires the Debtors to obtain court approval of their
disclosure statement within 120 days after the Petition Date.
Accordingly, the Proposed Bar Date would give the Debtors an
opportunity to examine the proofs of claim filed in the Chapter 11
cases and formulate an appropriate plan and disclosure statement
that takes into account all such filed claims.

According to the docket, the deadline for governmental units to
file claims is Nov. 2, 2015.

                       About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

Magnetation LLC and four affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring.  The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.  Donlin Recano maintains the case Web
site http://www.donlinrecano.com/mag

The Debtor estimated $100 million to $500 million in assets and
$500 million to $1 billion in liabilities.

The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.


MAGNETATION LLC: Wants to Pay $27.5MM to Critical Vendors
---------------------------------------------------------
Magnetation LLC and its affiliated debtors ask the Bankruptcy Court
to grant them authority, but not require them, to pay all or a
portion of their prepetition obligations to certain critical
vendors.

If the Debtors aren't allowed to pay critical vendors, and certain
essential critical vendors refuse to continue to supply goods and
services to the Debtors postpetition, the Debtors may (i) risk the
health and safety of their employees, (ii) fall out of compliance
with environmental and other regulations and (iii) be unable to
continue portions of their operations, thereby endangering the
Debtors' successful reorganization and substantially harming all
creditors.

The Debtors estimate the maximum amount needed to pay the
prepetition claims (excluding those prepetition claims secured by
trade liens or entitled to an administrative expense claim under
Section 503(b)(9) of the Bankruptcy Code) of critical vendors is
approximately $27.5 million.

The Debtors' ability to pay prepetition amounts to critical vendors
is not unrestricted.  Before the Debtors can pay a prepetition
amount to a critical vendor, they must first submit a payment
request to the administrative agent under the Debtor-In-Possession
Credit Agreement among Mag LLC, the lenders party thereto, and
Wilmington Trust, National Association, as administrative agent.

The Debtors propose that they may condition payment of the claims
of each critical vendor upon an agreement to continue to supply
goods or services to the Debtors on customary trade terms and on
other such terms and conditions as are acceptable to the Debtors.

                       About Magnetation LLC

Magnetation LLC -- http://www.magnetation.com/-- is a joint
venture between Magnetation, Inc. (50.1% owner) and AK Iron
Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner).
Magnetation LLC recovers high-quality iron ore concentrate from
previously abandoned iron ore waste stockpiles and tailings basins.
Magnetation LLC owns iron ore concentrate plants located in
Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore
pellet plant in Reynolds, IN.  

Magnetation LLC and four affiliates sought Chapter 11 bankruptcy
protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth,
Minnesota, on May 5, 2015, after reaching a deal with secured
noteholders on a balance sheet restructuring.  The cases are
assigned to Chief Judge Gregory F Kishel.

The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra,
Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory
Partners LP as financial advisor; and Donlin, Recano & Company,
Inc., as the claims agent.  Donlin Recano maintains the case Web
site http://www.donlinrecano.com/mag

The Debtor estimated $100 million to $500 million in assets and
$500 million to $1 billion in liabilities.

The Debtor's exclusive period for filing a plan and disclosure
statement ends Sept. 2, 2015.


MARION ENERGY: Seeks to Dismiss Chapter 11 Bankruptcy Case
----------------------------------------------------------
Marion Energy Inc. asks the Hon. Joel T. Marker of the U.S.
Bankruptcy Court for the District of Utah to dismiss its Chapter 11
bankruptcy case.

The Debtor states, in the near future, all of its assets will be
transferred to a purchaser.  If the Purchasers are Utah Gas
Solutions LLC and Utah Gas Solutions II LLC, affiliates of the
Debtor's existing secured lender, TCS II Funding Solutions (TCS),
then the purchase will be made by a credit bid, and no cash
proceeds will result for distribution to unsecured creditors.  If
the Purchaser is a third party, it is the Debtor's firm expectation
that the purchase price will be substantially less than the
outstanding balance of TCS's secured loan.  Again, in that case, no
cash proceeds will be available for distribution to unsecured
creditors.

According to the Debtor, after the transfer, there will be no
assets in the estate that require administration and no funds in
the estate available for distribution to unsecured creditors.
Consequently, this case should be dismissed or converted.  In the
Debtor's and TCS's view, dismissal is favorable to conversion
because the Purchaser will require post-closing cooperation that
could not easily be provided by a chapter 7 trustee.

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field").  The company also holds
smaller, currently unproductive acreage positions in the Helper and
Roan Cliffs area near Helper, Utah (the "Helper Field").

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is     
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to $500
million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MCELHANEY INVESTMENTS: Case Summary & 4 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: McElhaney Investments, Inc.
        1531 SW 63 Ter
        N. Lauderdale, FL 33068-4401

Case No.: 15-18213

Chapter 11 Petition Date: May 5, 2015

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. Raymond B Ray

Debtor's Counsel: Elias Leonard Dsouza, Esq.
                  ELIAS LEONARD DSOUZA, P.A.
                  111 N Pine Island Rd #205
                  Plantation, FL 33324
                  Tel: (954) 358-5911
                  Email: dtdlaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Walter McElhaney, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flsb15-18213.pdf


MEDIMEDIA USA: Moody's Lowers CFR to 'Caa1', Outlook Still Negative
-------------------------------------------------------------------
Moody's Investors Service downgraded MediMedia USA, Inc.'s
corporate family rating to Caa1 from B3. The existing B2 rating on
the 1st lien credit facility and the Caa2 rating on the $100
million second lien were affirmed at current levels. The outlook
remains negative.

The downgrade reflects expectations of weak performance at the
company's StayWell division which will be the only division in the
credit group following the sale of its MediMedia Pharma Solutions
(MMPS) division. The sale proceeds were used to paydown the first
lien term loan and reduced leverage from 6.4x to 6.1x (including
Moody's standard adjustments) as of Q4 2014. However, the MMPS
division was a source of growth for the company and the remaining
StayWell division declined in 2014 and are expected to decline
further in 2015 following the reduction in size of a material
contract to the company. Covenant levels are also expected to
tighten over the balance of the year and increase the risk of a
covenant violation under its credit agreement.

The paydown of the first lien term loan with asset sale proceeds
reduced the percentage of first lien debt in the capital structure
from 70% of outstanding debt to 59% and resulted in the existing
facility ratings being affirmed at current levels despite the
downgrade in the CFR.

MediMedia USA, Inc.

  -- Corporate Family Rating, downgraded to Caa1 from B3

  -- Probability of Default Rating, downgraded to Caa1-PD from
     B3-PD

  -- $25 million revolver maturing May 2018 affirmed at B2 (LGD
     changed to LGD2 from LGD3)

  -- 1st lien term loan maturing November 2018 affirmed at B2
     (LGD changed to LGD2 from LGD3)

  -- 2nd lien term loan maturing November 2019 affirmed at Caa2
     (LGD5)

  -- Outlook, negative

MediMedia's Caa1 CFR reflects the company's high leverage level,
low interest coverage ratio, and negative free cash flow. The
rating also reflects the small size of the company which has
declined from asset sales and discontinued operations which cause
MediMedia to be substantially less diversified than it has been in
the past. The company has suffered from revenue declines in its
print segment and will continue to be challenged by the transition
from print to digital as well as the reduction in size of a
material contract. In addition, the company will have to update its
service offerings to adapt to a changing healthcare environment and
to meet evolving client needs which will result in elevated capex
spend. Leverage is 6.1x pro-forma for the 1st lien term loan
paydown as of Q4 2014 and Moody's expect leverage to increase
during the balance of 2015. The company will also have to carefully
manage its liquidity position.

MediMedia's liquidity is weak given the cash position of $4 million
and modest availability on its $25 million revolver ($12.5 million
drawn and $1.6 million of L/C's outstanding as of Q4 2014). Moody's
also expect free cash flow to be negative in 2015. The company is
subject to a Secured Leverage Ratio of 7.5x which steps down to 7x
in Q1 2015 and again to 6.75x in Q3 2015 and an Interest coverage
ratio of 1.5x with steps up to 1.6x in Q3 2015. Moody's expect the
cushion of compliance to decrease during the year and increase the
risk of a covenant violation later in 2015. As the cushion with
covenant levels tighten, the ability to draw on the revolver may
decrease.

The outlook is negative due to the expectation for a decline in
revenue and EBITDA in 2015 that will lead to an increase in
leverage to the 6.5x range (as calculated by Moody's) which
heightens the risk of a covenant violation.

An upgrade is unlikely given the current negative outlook, but a
change in the outlook to stable could occur if the company
generated positive revenue and EBITDA growth, positive free cash
flow, and maintained an adequate liquidity position. A comfortable
cushion of compliance with covenants would also be required.

A negative rating action would occur if declines in revenue or
EBITDA increased concern about the company's ability to service its
debt or due to a violation of a covenant that was unlikely to
waived by lenders.

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

Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc.
(MediMedia) provides health information and services that inform
consumers, physicians, and other healthcare decision makers. The
company is primarily owned by Vestar Capital Partners.


MICROVISION INC: Incurs $3.96 Million Net Loss in First Quarter
---------------------------------------------------------------
MicroVision, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.96 million on $901,000 of total revenue for the three months
ended March 31, 2015, compared to a net loss of $8.01 million on
$1.21 million of total revenue for the same period in 2014.

As of March 31, 2015, the Company had $20.6 million in total
assets, $14.1 million in total liabilities, and $6.46 million in
total shareholders' equity.

As of March 31, 2015, backlog was $18.7 million and cash and cash
equivalents were $16.7 million.  The cash balance includes funds
received during the quarter of approximately $2.3 million from the
exercise of previously issued warrants and $1.0 million from the
sale of stock through an At-the-Market (ATM) equity facility
MicroVision established last June, which is now completed.

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

                        http://is.gd/hQLZgH

                       About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

MicroVision reported a net loss of $18.1 million on $3.48 million
of total revenue for the year ended Dec. 31, 2014, compared with a
net loss of $13.2 million on $5.85 million of total revenue for the
year ended Dec. 31, 2013.


MOBIVITY HOLDINGS: Registers 29.8M Common Shares for Resale
-----------------------------------------------------------
Mobivity Holdings Corp. filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to
the sale of 29,877,324 shares of common stock of the Company that
may be offered for sale by Sandor Capital Master Fund, Porter
Partners, LP, Trellus Partners LP, et al.

The shares owned by the selling stockholders may be sold in the
over-the-counter market, or otherwise, at prices and terms then
prevailing or at prices related to the then-current market price,
or in negotiated transactions.  Although the Company will incur
expenses in connection with the registration of the common stock,
the Company will not receive any of the proceeds from the sale of
the shares of common stock by the selling stockholders.  The
Company will receive gross proceeds of up to $10,217,433 from the
exercise of the warrants, if and when they are exercised.

The Company's common stock is quoted on the OTC Markets under the
symbol "MFON".  The last reported sale price of the Company's
common stock as reported by the OTC Markets on April 28, 2015 was
$1.10 per share.

A copy of the Form S-1 is available for free at:

                        http://is.gd/3qr9e7

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings reported a net loss of $10.4 million in 2014, a
net loss of $16.8 million in 2013, a net loss of $7.33 million in
2012, and a net loss of $16.3 million in 2011.

As of Dec. 31, 2014, the Company had $5.36 million in total assets,
$1.7 million in total liabilities and $3.66 million total
stockholders' equity.


NON-FERROUS EXTRUSION: Court Reopens Bankruptcy Case
----------------------------------------------------
Bankruptcy Judge Letitia Z. Paul in her April 15, 2015 Memorandum
Opinion, in the case docketed as IN RE NON-FERROUS EXTRUSION &
SCRAP METALS, INC., Debtor, CASE NO. 09-30267-H3-7, concluded that
the financial statements provided by a Mr. Mack, an accountant who
purportedly reviewed the said statements, to Jeffrey Compton, the
disbursing agent under the Debtor's plan in the first case, comply
with the requirements to be classified as reviewed financial
statements under Statement on Standards for Accounting and Review
Services and the Texas Administrative Code.

Judge Paul further held that, "Notwithstanding the question of
whether the financial statements purportedly provided by Mack are
'reviewed,' the discrepancy between income identified in the
financial statements and that identified on Debtor's tax returns
constitutes cause for reopening of the case. The court concludes
that the case should be reopened, in order to allow Compton to seek
appropriate relief if there has been a default in payments due
under the plan. Based on the foregoing, a separate Judgment will be
entered granting in part the 'Disbursing Agent's Motion to (I)
Reopen Case and (II) Compel Compliance with Chapter 11 Plan.'"

A copy of Judge Paul's Memorandum Opinion is available at
http://is.gd/7OqzvDfrom Leagle.com.  

Houston, Texas-based Non-Ferrous Extrusion & Scrap Metals, Inc.
-- d/b/a Non-Ferrous; d/b/a Non-Ferrous Extrusion; and d/b/a
Non-Ferrous Extrusion & Scrap Metal, Inc. -- filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 09-30267) on January 13, 2009.  The Debtor's Chapter 11
plan was confirmed by order entered on March 30, 2010.

Judge Letitia Z. Clark presided over the case.  Barbara Mincey
Rogers, Esq., at Rogers, Anderson & Bensey, PLLC, served as the
Debtor's counsel.  In its petition, the Debtor listed total assets
of $2,782,492, and total debts of $2,355,655.  The petition was
signed by N. D. Feil, President of the company.


O.W. BUNKER: Court Extends Plan Filing Deadline to May 13
---------------------------------------------------------
The Hon. Alan H. W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut extended the exclusive periods of O.W.
Bunker Holding North America Inc. and its debtor-affiliates to:

  a) file a Chapter 11 plan through and including May 13, 2015;
and

  b) solicit acceptances of that plan until July 15, 2015.

OW Bunker AS is a global marine fuel (bunker) company founded in
Denmark.

On Nov. 6, 2014, OW Bunker A/S placed OWB Trading and O.W. Bunker
Supply & Trading A/S in an in-court restructuring procedure with
the probate court in Aalborg, Denmark.  By Nov. 7, 2014, the Danish
entities (plus O.W. Bunker Supply & Trading A/S, O.W. Cargo Denmark
A/S, and Dynamic Oil Trading A/S) were placed under formal Danish
bankruptcy (liquidation) proceedings in the Aalborg probate court.

The company declared bankruptcy following its admission that it had
lost US$275 million through a combination of fraud committed by
senior executives at its Singaporean unit.

The Danish company placed its U.S. subsidiaries -- O.W. Bunker
Holding North America Inc., O.W. Bunker North America Inc. and O.W.
Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case
Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014.

The U.S. cases are assigned to Judge Alan H.W. Shiff.  The U.S.
Debtors have tapped Patrick M. Birney, Esq., and Michael R.
Enright, Esq., at Robinson & Cole LLP, as counsel.   McCracken,
Walker & Rhoads LLP is serving as co-counsel.  Alvarez & Marsal is
the financial advisor.

The Office of the United States Trustee formed an official
committee of unsecured creditors of the Debtors on Nov. 26, 2014.


ONE SOURCE: U.S. Trustee Forms Creditor's Committee
---------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of One Source
Industrial Holdings LLC appointed five creditors of the company to
serve on the official committee of unsecured creditors:

     (1) Sun Coast Resources Inc.
         Mike Stoner
         Director of Financial Administration
         6405 Cavalcade St. Bldg 1
         Houston, Texas 77026
         Phone: 713-844-9600

     (2) Ashley Energy Services LLC
         dba On The Mark Energy Services
         Mike Miller, Managing Member
         6712 S Eunice Hwy
         Hobbs, NM 88240
         Phone: 575-390-7564

     (3) Roper Inc.
         Jennifer Pomroy, Treasurer
         PO Box 1683
         Odessa, Texas 79760
         Phone: 432-335-0520

     (4) Lee Transervices Inc.
         David Radke, Senior Vice President
         415 South First Street
         Suite 200
         Lufkin, Texas 75901
         Phone: 936-632-1925

     (5) Corporate Billing LLC
         Brandy Huckaby, Collections Manager
         PO Box 1726
         Decatur, Alabama
         Phone: 877-584-3670 x 3670

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

                    About 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.


PETTERS COMPANY: Barnes & Thornburg OK'd to Handle Polariod Case
----------------------------------------------------------------
Douglas A. Kelley, Chapter 11 Trustee for Petters Company, Inc., et
al., won approval from the bankruptcy court to employ Barnes &
Thornburg LLP, as special counsel to represent the trustee in the
case filed by the Chapter 7 trustee of the Polaroid Corporation, et
al. seeking a $30 million claim against the Debtors' estates.

Barnes & Thornburg will, among other things, advise the trustee
with respect to the Polaroid bankruptcy cases and any claims, the
making and defending of motion and adversary proceedings related
thereto.

The hourly rates of Barnes & Thornburg's personnel are:

         Connie A. Lahn                  $485
         Christopher J. Knapp            $345
         Kevin Collins                   $335
         Kendall Bader                  $350

To the best of the trustee's knowledge, B&T is a disinterested
person as that term is defined in Section 101(14) of the Bankruptcy
Code.

                     U.S. Trustee's Objection

Prior to the order, the Trustee and Barnes & Thornburg, responded
to the recommendation of Daniel M. Mcdermott, U.S. Trustee for
Region 12, against employment of Barnes & Thornburg, stating that
the Trustee's lead counsel, Lindquist & Vennum LLP, has a conflict
and cannot assist the Trustee in the analysis of the claim or in
responding to the motion.  The parties noted that L&V is also
counsel to the Polariod trustee.

The U.S. Trustee, in its objection, noted that the application does
not appear to be for a specified, special purpose, as provided for
under Section 327(e), and the application does not include a waiver
from Polaroid, Ritchie, Arrowhead, Ark or Procida, and no mention
of a waiver of conflicts by the entities was addressed in the
application.

The U.S. Trustee is represented by:

         Michael R. Fadlovich, Esq.
         U.S. Trustee's Office
         Suite 1015 U.S. Courthouse
         300 South Fourth Street
         Minneapolis, MN 55415
         Tel: (612) 334-1350

                      About Petters Company

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.

The Official Committee of Unsecured Creditors is represented by:
David E. Runck, Esq., Lorie A. Klein, Esq., at FAFINSKI MARK &
JOHNSON, P.A.

Trustee Douglas A. Kelley is represented by James A. Lodoen, Esq.,
Mark D. Larsen, Esq., Kirstin D. Kanski, Esq., Adam C. Ballinger,
Esq., at Lindquist & Vennum LLP.



PHYSIO-CONTROL INTERNATIONAL: S&P Cuts CCR to 'B', Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Physio-Control International Inc. to 'B' from 'B+'.  The
rating outlook is stable.

S&P assigned an issue-level rating of 'B' and a recovery rating of
'3' to the $350 million first-lien term loan.  The '3' recovery
rating indicates expectations of meaningful (50% to 70%, at the
higher end of the range) recovery in the event of a payment
default.  S&P also assigned an issue-level rating of 'CCC+' and a
recovery rating of '6' to the $130 million second-lien term loan.
The '6' recovery rating indicates S&P's expectations for negligible
(0% to 10%) recovery in a default.

"We lowered the ratings because the company's debt leverage will
increase materially pro forma as part of a special dividend to the
company's financial sponsor," said Standard & Poor's credit analyst
David Kaplan.  S&P is revising its financial risk assessment to
"highly leveraged" from "aggressive" because S&P expects that
leverage will remain above 5x for the next few years. S&P's ratings
on Physio-Control also continue to reflect its assessment of
business risk as "weak".

S&P's stable rating outlook on Physio-Control International Inc.
reflects S&P's expectation that the company will continue to
strengthen its position in the automatic external defibrillator
(AED) market, introduce new product and service offerings that will
modestly improve its financial metrics over the next two years.

S&P could lower the ratings on Physio-Control if the company's
operating performance deteriorates to the point where its free
operating cash flows becomes negligible.  Under such a scenario,
S&P would expect margins to decline by about 300 basis points and
for revenues to remain flat.

While S&P considers an upgrade over the next year to be unlikely
due to the aggressive financial policies of its sponsored
ownership, S&P could raise the rating if the company demonstrates a
commitment to maintain adjusted leverage below 5x on a sustained
basis.



PORTER BANCORP: Reports $409,000 First Quarter 2015 Net Income
--------------------------------------------------------------
Porter Bancorp, Inc. reported that net income attributable to
common shareholders of $409,000 for the three months ended
March 31, 2015, or $0.02 per basic and diluted common share,
compared with a net loss attributable to common shareholders of
$976,000, or $(0.08) per basic and diluted share, for the first
quarter of 2014.

Net interest income before provision expense decreased to $7.3
million for the first quarter of 2015 compared with $7.5 million in
the fourth quarter of 2014, and remained consistent compared to
$7.3 million in the first quarter of 2014.  Average loans increased
to $643 million for the first quarter of 2015 compared with $634.9
million in the fourth quarter of 2014 and declined compared to
$698.2 million in the first quarter of 2014.  Net interest margin
increased to 3.21% in the first quarter of 2015, compared with
3.16% in the fourth quarter of 2014 and 2.96% in the first quarter
of 2014 primarily driven by improving cost of funds which declined
to 0.91% in the first quarter of 2015, compared with 0.99% in the
fourth quarter of 2014 and 1.16% in the first quarter of 2014.

As of March 31, 2015, Porter Bancorp had $1 billion in total
assets, $975.73 million in total liabilities and $33.97 millin in
total stockholders' equity.

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

                         http://is.gd/QkveAe

                         About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp reported a net loss of $11.2 million in 2014, a net
loss of $1.58 million in 2013 and a net loss of $32.93 million in
2012.  As of Dec. 31, 2014, Porter Bancorp had $1.01 billion in
total assets, $985 million in stockholders' equity and $33.5
million in total stockholders' equity.

Crowe Horwath, LLP, in  Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2014, citing that the Company has incurred
substantial losses in 2014, 2013 and 2012, largely as a result of
asset impairments resulting from the re-evaluation of fair value
and ongoing operating expenses related to the high volume of other
real estate owned and non-performing loans.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory capital
ratios as well as being involved in various legal proceedings in
which the Company disputes material factual allegations against the
Company.  Additional losses, adverse outcomes from legal
proceedings or the continued inability to comply with the
regulatory enforcement order may result in additional adverse
regulatory action.  These events raise substantial doubt about the
Company's ability to continue as a going concern.


PRIME TIME INT'L: Wants to Buy Equipment Needed for Sale Closing
----------------------------------------------------------------
Prime Time International Company, et al., ask the Bankruptcy Court
to authorize the purchase of equipment outside the ordinary course
of business, and an amendment to the DIP facility to permit an
increase in borrowed funds necessary to purchase equipment.

The Debtors already won court approval to sell their assets on a
going concern basis, and the parties are working towards closing
the sale transaction.  The buyer, Prime Time International
Acquisition LLC, is obligated to close the sale transaction;
however, the parties continue to pursue the issuance of licenses
and permits that will allow the buyer to close and acquire the
assets as a going concern.

In this relation, Prime Time has a rare opportunity to purchase a
100mm HLP2 Packing Line to augment its manufacturing operations.
There are several factors that compel Prime Time to seek approval
for the purchase prior to closing, including:

   -- The singular availability of the high quality equipment which
is being offered to Prime Time at a discounted purchase price;

   -- Significant long-term cost savings for Prime Time in its
ongoing operations;

   -- An immediate need to meet orders and extend capacity;

   -- The ability to minimize further loss of market share to
competitors; and

   -- The agreement of the current DIP lender, who is also the
purchaser of the assets of Prime Time, to increase the amount of
the DIP loan to finance the purchase.

Mark D. Thompson, vice president and controller of the Debtors,
expressed support to the motion to purchase equipment, and amend
approved postpetition financing order.

On Dec. 16, 2014, the Court approved the Debtors' ability to incur
postpetition debt and pay its existing DIP lender.  The amendment
provides for an increase of the amount available from $3,600,000 to
$4,300,000 of the approved postpetition financing order.

The Debtors on Nov. 10, 2014, conducted an auction for their
assets.  The Debtors received offers from two bidders: Prime Time
International Acquisition LLC (the stalking horse), and one
competing bidder.  Each bid contained a component to provide DIP
financing to the Debtors by December 15, 2014 pursuant to identical
term sheets attached to their submitted bids.  The Court's sale
order approved the APA submitted by the Stalking Horse, including
the terms of the proposed DIP Financing.  The DIP financing
provided for a credit line of up to 3,600,000.

                   About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.  The Debtors have tapped Greenberg Traurig as
attorneys, Odyssey Capital Group, LLC, as financial advisors, and
Schian Walker, P.L.C., as conflicts counsel.

The Debtors disclosed $26.8 million in total assets and $23.4
million in total liabilities as of Jan. 31, 2014.



PROQUEST LLC: Moody's Ba2 CFR Unaffected by $15MM Add-On Loan
-------------------------------------------------------------
Moody's Investors Service said that ProQuest LLC's $15 million add
on term and $15 million revolver increase will not impact the
existing B2 corporate family rating, the Ba2 rating on the First
Out revolving credit facility or the B2 rating on the 1st lien term
loan. The outlook remains stable. The add on term loan, a draw on
the revolver, and cash from the balance sheet are expected to help
fund the acquisition of Coutts Information Services (Coutts) and
MyiLibrary from Ingram Content Group.

Headquartered in Ann Arbor, Michigan, ProQuest LLC (ProQuest)
aggregates, creates, and distributes academic and news content
serving academic, corporate and public libraries worldwide.
Cambridge Information Group (CIG) acquired the ProQuest Information
and Learning business of Voyager Learning Company (fka ProQuest
Company) in February 2007 and merged it with its Cambridge
Scientific Abstracts, Limited Partnership (CSA) business to form
ProQuest. In conjunction with the transaction, ABRY Partners
acquired a 20% stake in ProQuest with CIG contributing CSA for the
remaining 80% voting interest and a cash distribution. Goldman
Sachs Partners (Goldman) acquired ABRY's ownership position as well
as additional ownership units in November 2013. Annual revenue as
of Q4 2014 was over $500 million.


QUALITY LEASE: Court Extends Plan Exclusive Period to June 1
------------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas extended the exclusive period of Quality
Lease and Rental Holdings LLC and its debtor-affiliates to confirm
a Chapter 11 plan of reorganization until June 1, 2015.

The Debtors related that they timely filed their joint Chapter 11
plan and joint Chapter 11 disclosure
statement on March 2, 2015, during their exclusivity period.  The
Debtors said they subsequently filed a joint first amended Chapter
11 plan and a joint first amended disclosure statement on
March 30, 2015.  Debtors' exclusivity period to confirm a plan
expires May 1, 2015.  A confirmation hearing on Debtors' plan is
scheduled for May 11, 2015, after the expiration of the exclusivity
period to confirm a plan.

The Debtors' current plan filing deadline expired on May 1, 2015.

              About Quality Lease and Rental Holdings

Quality Lease and Rental Holdings, LLC, doing business as Rocaceia
Energy Services, sought bankruptcy protection in Victoria, Texas
(Bankr. S.D. Tex. Case No. 14-60074) on Oct. 1, 2014.

Related entities Quality Lease Rental Service, LLC, Quality Lease
Service, LLC, and Rocaceia, LLC also sought bankruptcy protection
(Case Nos. 14-60075 to 14-60077).

The cases are assigned to Judge David R Jones.

The Debtors have tapped Walter J. Cicack, Esq., at Hawash Meade
Gaston Neese & Cicack LLP, in Houston, as counsel.

The U.S. Trustee for Region 7 was unable to solicit sufficient
interest to form a committee that will represent unsecured
creditors of the Debtors.


QUICKSILVER RESOURCES: U.S. Trustee Forms Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors of
Quicksilver Resources Inc. to serve on the official committee of
unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Ares Special Situations Fund IV L.P.
         Attn: Steve T. Kim
         2000 Avenue of the Stars, 12th Floor
         Los Angeles, CA 90067
         Phone: 310-921-7217
         Fax: 310-201-4170

     (2) Trunkline Gas Company LLC
         Attn: Chip Ingham
         1300 Main St.
         Houston, TX 77002
         Phone: 713-989-7021
         Fax: 713-989-1208

     (3) Wilmington Trust, National Association
         Attn: Peter Finkel
         50 South Sixth St., Ste. 1290,
         Minneapolis, MN 55402
         Phone: 612-217-5629
         Fax: 612-217-5651

     (4) Delaware Trust Company as Indenture Trustee
         Attn: Sandra E. Horwitz
         2711 Centerville Rd.
         Wilmington, DE 19808
         Phone: 877-374-6010 x 62412
         Fax: 302-636-8666

     (5) U.S. Bank N.A. as Indenture Trustee
         Attn: Sandra Spivey
         2300 W. Sahara, Ste. 200
         Las Vegas, NV 89102
         Phone: 702-251-1656
         Fax: 702-251-1660

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

                         About 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.

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

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

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


QUICKSILVER RESOURCES: US Trustee to Schedule Another 341 Meeting
-----------------------------------------------------------------
The U.S. trustee overseeing Quicksilver Resources Inc.'s Chapter 11
case will continue the meeting of creditors to another date, which
is yet to be determined by the agency.

The bankruptcy watchdog held a meeting of creditors on April 27,
2015, according to the case docket for Quicksilver Resources.  

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 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.

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

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

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


REGENCY ENERGY: S&P Raises Corp. Credit Rating From 'BB'
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Regency Energy Partners L.P. to 'BBB-' from 'BB'.
S&P also raised the rating on the partnership's senior unsecured
debt to 'BBB-' from 'BB'.  S&P removed all ratings from
CreditWatch, where it placed them with positive implications on
Jan. 26, 2015.  The outlook is stable.

S&P views Regency as a core subsidiary of ETP and therefore
equalize the ratings.  As such, when analyzing Regency, S&P focuses
on ETP's consolidated credit profile.  S&P expects that ETP will
fully assimilate Regency's assets its operations, and that
management will run the new combined company as an integrated
operation.

"Further demonstrating ETP's support for Regency, it will guarantee
all of Regency's debt, which will enjoy pari passu status with
existing and future ETP senior debt," said Standard & Poor's credit
analyst Nora Pickens.

Pro forma for Regency, ETP's business risk profile remains
"strong", reflecting:

   -- The solid competitive position of its natural gas and
      liquids pipelines, gathering and processing, and storage
      businesses;
   -- Its significant scale and diversity; and
   -- The stability of its mostly fee-based cash flows.

The stable outlook on ETP reflects S&P's expectation that the
partnership's pro forma debt to EBITDA ratio will be in the 4x to
4.5x area.  S&P also expects the partnership to successfully
integrate Regency's operations and manage and finance its capital
spending program while keeping an "adequate" liquidity position.



ROCKET SOFTWARE: Moody's Alters Outlook to Stable & Affirms B2 CFR
------------------------------------------------------------------
Moody's Investors Service changed Rocket Software, Inc.'s outlook
to Stable from Negative and affirmed the company's B2 corporate
family rating and B2-PD probability of default.

The B2 rating is driven by Rocket's strong EBITDA margins
(estimated at close to 40%) and strong levels of free cash flow but
offset by the company's willingness to aggressively use debt to
fund equity distributions and acquisitions. The B2 rating continues
to reflect the company's niche position providing infrastructure
software and tools for mainframe and distributed markets,
longstanding supply relationship with a major OEM supplier, and
relatively high proportion of recurring revenues. The company has
modest organic growth prospects however and the company looks to
strategic acquisitions for growth and improved market position. The
company is expected to use its free cash flow to fund acquisitions
and occasionally use debt to supplement internally generated cash.

The outlook change to Stable from Negative reflects the expectation
that leverage will remain under 6x over the near term. Moody's
changed the outlook to Negative on April 23, 2014 when the company
announced it was considering a debt financed that would have
increased leverage to 6.5x. Rocket's ratings could face downward
pressure if leverage were to exceed 6.5x or free cash flow to debt
were to fall below 6% on other than a temporary basis. Moreover,
the ratings could be downgraded if Rocket were to lose a critical
business partner or face a significant deterioration in business
prospects. A ratings upgrade is unlikely in the near to medium term
given the aggressive financial policies of the owners. However, the
ratings could face upward pressure if the company continues to grow
organically and demonstrate a commitment to conservative financial
policies, including maintaining leverage below 4.25x.

Liquidity is expected to be good driven by $11 million of cash on
hand and a $25 million revolver (approximately $18 million
available as of December 31, 2014) and expectation of over $50
million in free cash flow over the next year.

Outlook Actions:

Issuer: Rocket Software, Inc

  -- Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Rocket Software, Inc

  -- Probability of Default Rating, Affirmed B2-PD

  -- Corporate Family Rating, Affirmed B2

  -- First Lien Senior Secured Bank Credit Facility, Affirmed B1
     (LGD3)

  -- Second Lien Senior Secured Bank Credit Facility, Affirmed
     Caa1 (LGD6)

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.  

Rocket Software Inc. is a provider of IT management software tools.
The company, based in Waltham, MA, generated approximately $296
million in revenue in 2014.


SABINE PASS: Posts $61.7 Million Net Income in First Quarter
------------------------------------------------------------
Sabine Pass LNG, L.P. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $61.74 million on $130.84 million of total revenues for the
three months ended March 31, 2015, compared to net income of $64.27
million on $130.73 million of total revenues for the same period in
2014.

As of March 31, 2015, the Company had $1.63 billion in total
assets, $2.23 billion in total liabilities and a $602.38 million
partners' deficit.

As of March 31, 2015, the Company had $7.7 million of cash and cash
equivalents and $129.1 million of current and non-current
restricted cash and cash equivalents, which is restricted to pay
interest on the Senior Notes.

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

                        http://is.gd/stQqHB

                         About Sabine Pass

Sabine Pass LNG, L.P. owns, develops and operates an LNG receiving
and regasification terminal in western Cameron Parish, Louisiana.
Based in Houston, the Company's LNG terminal includes existing
infrastructure of five LNG storage tanks with 16.9 Bcfe capacity,
two docks that can hold vessels up to 265,000 cubic meters, and
vaporizers with capacity of 4.0 Bcf/d.


SEARS HOLDINGS: Creates Joint Venture with Macerich Company
-----------------------------------------------------------
Sears Holdings Corporation and The Macerich Company have formed a
joint venture as part of Sears Holdings' continued efforts to
enhance its financial flexibility and generate value from its real
estate portfolio.

Sears Holdings contributed nine properties where Sears currently
operates stores located at Macerich malls to the JV, including
property with space leased to third parties.  Sears Holdings will
lease back from the JV and continue to operate existing Sears
Holdings stores at the properties contributed to the JV.  Macerich
contributed $150 million in cash to the JV, which has been
distributed to Sears Holdings.  The lease arrangements between
Sears Holdings and the JV provide the JV with the ability to create
additional value through recapturing certain space leased to Sears
Holdings in the contributed properties and re-leasing that space to
third-party tenants.

"Since the filing of the registration statement for Seritage Growth
Properties a few weeks ago, we have entered into JV agreements with
the leading mall operators in the U.S., demonstrating the value of
Sears Holdings' real estate portfolio," said Edward S. Lampert,
chairman and CEO of Sears Holdings.  "We are pleased to be in a
position to unlock substantial value for Sears Holdings
shareholders and further facilitate the company’s transformation.
Through these transactions, we have additional capital to invest
in our membership and integrated retail platforms.  We will
continue to operate these nine stores and there will be minimal
impact on their day-to-day operations or the overall shopping
experience for our members."

Arthur Coppola, Chairman and CEO of Macerich, stated, "This new
joint venture with Sears Holdings is in line with our overall
strategy of reinvesting capital into our portfolio of proven,
highly profitable locations.  The nine properties being contributed
to the JV are located at centers with average in-line sales of $680
per square foot and include some of our top centers including
Washington Square, Los Cerritos Center, Arrowhead Towne Center,
Vintage Faire Mall, Danbury Fair Mall, Chandler Fashion Center,
Freehold Raceway, Deptford Mall and South Plains Mall. Through
ongoing space optimization, we expect this transaction to create
significant value for shoppers, tenants and shareholders alike."

Transaction Structure

The total purchase price for the 9 properties in the transaction is
$300 million.  In exchange for $150 million and a 50% JV interest,
Sears Holdings contributed to the JV the 9 properties located at
Macerich malls where Sears Holdings currently operates stores.
Macerich contributed $150 million in cash for its 50% JV interest,
which has been distributed to Sears Holdings in accordance with the
terms of the agreements between the parties.

Proposed Relationship with Seritage Growth Properties

On April 1, 2015, Seritage Growth Properties, a real estate
investment trust formed by Sears Holdings, filed a registration
statement on Form S-11 with the Securities and Exchange Commission,
providing for a planned distribution of subscription rights to
purchase Seritage shares to Sears Holdings stockholders. Shortly
following the consummation of the rights offering, Sears Holdings
expects Seritage to purchase its 50% JV interest for a price equal
to that paid by Macerich for its JV interest.

Other Terms

The JV will lease back existing stores to Sears Holdings under a
triple-net master lease agreement, with a ten year initial term and
two five-year renewal options.  Sears Holdings' initial base rent
under the Master Lease will be approximately $14.8 million.

Under the Master Lease, the JV has the ability to recapture a
specified portion of the space leased to Sears Holdings.  Following
such recapture, the JV will be able to re-lease this space to other
parties at potentially higher rents.  The recapture provisions and
termination rights within the Master Lease will enable Sears
Holdings to continue its transformation into a more asset-light
retailer with less dependence on physical store locations, and will
allow the JV to create additional value through the
re-configuration and re-development of its properties.

Sears Holdings and Macerich will have equal representation on the
executive committee that will govern the JV.

                           About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

For the year ended Jan. 31, 2015, the Company reported a net loss
attributable to Holdings' shareholders of $1.68 billion compared to
a net loss attributable to Holdings' shareholders of $1.36 billion
for the year ended Feb. 1, 2014.  As of Jan. 31, 2015, the Company
had $13.20 billion in total assets, $14.15 billion in total
liabilities and a $945 million total deficit.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to 'Caa1' from 'B3'.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period.  For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year.  Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014.  "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SIGA TECH: Committee Seeks to Hire Special Litigation Co-Counsel
----------------------------------------------------------------
The statutory creditors' committee appointed in the Chapter 11 case
of SIGA Technologies Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to employ and retain the joint
venture of the law firms of Susman Godfrey L.L.P. and Ressler &
Ressler its as special litigation
co-counsel.

A hearing is set for May 13, 2015, at 11:00 a.m. (Eastern Time) in
Room 701, One Bowling Green in New York.  Objections was due on May
6, 2015.

The firms will:

     a) investigate potential estate causes of action that may
exist against current and former officers, directors, control
parties, and affiliates of SIGA, including without limitation with
respect to the matters referenced in the Rule 2004 Motion;

     b) report the results of the investigation to the Committee,
and recommend to the Committee whether actions should be brought by
the Committee, on behalf of SIGA; and

     c) prosecute those actions, as directed by the Committee,
should the Committee obtain Court approval to bring the actions the
Joint Venture recommends on behalf of SIGA.

Susman' hourly rates for professionals and paraprofessionals:

   Partners              $500-$1,200
   Counsel               N/A
   Associates            $275-$500
   Paraprofessionals     $80-$270

Ressler & Ressler's hourly rates for professionals and
paraprofessionals:

   Partners              $550-$650
   Counsel               $500
   Associates            $250
   Paraprofessionals     $125

The Committee assures the Court that the firms are "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Susman can be reached at:

   Shawn J. Rabin, Esq.
   Susman Godfrey L.L.P.
   560 Lexington Avenue, 15th Floor
   New York, NY 10022
   Tel: (212) 336-4330
   Fax: (212) 336-4340
   Email: srabin@susmangodfrey.com

Ressler & Ressler can be reached at:

   Ellen R. Werther, Esq.
   Ressler & Ressler
   48 Wall St # 26
   New York, NY 10005
   Tel: (212) 695-6446
   Email: ewerther@resslerlaw.com

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due May
14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645 in
liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
PROSKAUER ROSE LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SIGA TECH: Wants Court to Extend Plan Filing Deadline to Sept. 13
-----------------------------------------------------------------
SIGA Technologies Inc. asks the Hon. Sean H. Lane of the U.S.
Bankruptcy Court for the Southern District of New York to extend
its exclusive periods to:

  a) file a Chapter 11 plan until Sept. 13, 2015; and

  b) solicit acceptances of that plan until Nov. 30, 2015.

The Debtor's current plan filing deadline will expire on May 14,
2015, absent an extension.

A hearing is set for May 13, 2015, at 11:00 a.m. (Eastern Time) in
Room 701, One Bowling Green in New York.  Objections were due May
6, 2015.

The Debtor tells the Court that the extension of its exclusive
periods in its Chapter 11 case as
requested is appropriate, in the best interest of its economic
stakeholders, including its more than 5,500 public shareholders,
and consistent with the intent and purpose of Chapter 11 of the
Bankruptcy Code.  The Debtor notes the pendency of its appeal
before the Delaware Supreme Court, which would be fully briefed by
May 11, 2015, in the action commenced by PharmAthene in the
Delaware Court of Chancery, styled PharmAthene, Inc. v. SIGA
Technologies, Inc., Civ. Action No. 2627-VCP, in and of itself
constitutes more than ample cause for the requested extensions.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due May
14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645 in
liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
PROSKAUER ROSE LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SIGA TECHNOLOGIES: May 13 Hearing on Bid to Disband Committee
-------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York scheduled a hearing on May 13, 2015, at 11:00
a.m. (Eastern Time) at One Bowling Green in New York, New York, to
consider approval of the request to disband the official committee
of unsecured creditors.  The request was filed by SIGA Technologies
Inc.  Objections to the Debtor's request were due May 6, 2015.

The Debtor tells Judge Lane, as a result of the Court's recent
approval of its bid to assume a contract with Albemarle
Corporation, the committee shortly will consist of one creditor,
PharmAthene Inc.  In addition to the fact that having a "committee"
of one is a completely anomalous situation and totally antithetical
to the express terms and intent of the Bankruptcy Code, PharmAthene
should not be permitted to use a statutory fiduciary, the
professional fees and expenses of which are funded by the Debtor's
estate, to pursue its own parochial interests against its
litigation adversary.

According to the Debtor, it is inherently improper and incongruous
for a debtor to be funding an official committee comprised of one
creditor that has been the Debtor's adversary in litigation for
more than eight years and that already has demonstrated its lack of
concern for the Committee's fiduciary duties.

The Debtor adds PharmAthene has more than adequate resources and is
more than capable of representing its own interests in this case.
The Committee should no longer be used as PharmAthene's pretext.
Nor should the Debtor’s other economic stakeholders continue to
suffer the burden of paying PharmAthene's legal fees and expenses.

The Debtor says the Committee is no longer needed or appropriate.
Its estate and other parties in interest should not be compelled to
bear the substantial expenses of a party that is entirely capable
of representing its own interests, that has demonstrated that it is
pursuing its own agenda, and is impeding rather than promoting an
effective and viable reorganization.

                      About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in Madison
Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due May
14, 2015.

The Debtor disclosed total assets of $131,669,746 and $7,954,645 in
liabilities as of the Chapter 11 filing.

The Statutory Creditors' Committee is represented by Martin J.
Bienenstock, Esq., Scott K. Rutsky, Esq., and Ehud Barak, Esq., at
PROSKAUER ROSE LLP.  The Committee tapped to retain Guggenheim
Securities, LLC, as its financial advisor and investment banker.


SOLAR POWER: Unit to Buy All-Zip for RMB275 Million
---------------------------------------------------
Solar Power, Inc. and Meitai Investment (Suzhou) Co., Ltd., a
wholly owned subsidiary of the Company, entered into a share
purchase agreement with Shanghai All-Zip Roofing System Group Co.,
Ltd., a company established in China, and all of its shareholders
for the acquisition of 100% of the equity interest in All-Zip,
according to a Form 8-K filed with the Securities and Exchange
Commission.

Pursuant to the Share Purchase Agreement, Meitai Investment agreed
to purchase from the All-Zip Sellers 100% of the equity interest in
All-Zip for an aggregate consideration of RMB275 million to be
settled with the Company's shares of common stock at $2.38 per
share.

A copy of the Share Purchase Agreement is available for free at:

                         http://is.gd/w8BOlz

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $5.19 million in 2014, a net
loss of $32.2 million in 2013 and a net loss of $25.4 million in
2012.  As of Dec. 31, 2014, the Company had $588 million in total
assets, $326 million in total liabilities, and $262 million in
total stockholders' equity.


SPECTRUM BRANDS: Appeals Court Affirms Judgment on Pedroia Claim
----------------------------------------------------------------
The California Court of Appeals, First District, Division Five, in
its April 14, 2015 Decision, in the case docketed as SANDRA
PEDROIA, Plaintiff and Appellant, v. SPECTRUM BRANDS, INC.,
Defendant and Respondent, NO. A141610, affirmed the Judgment
rendered by the trial court.

Sandra Pedroia claims that the trial court made the following
errors: (1) in concluding that her complaint was untimely, due to
the tolling of the statute of limitations under Code of Civil
Procedure section 356 for a bankruptcy stay; (2) in rejecting her
theories of equitable tolling, equitable estoppel, and implied
tolling; and (3) improperly prohibited an attorney, who was not her
attorney of record, from presenting oral argument on her behalf at
the motion hearing.

Justice Henry E. Needham Jr. ruled that when Spectrum filed for
bankruptcy on February 3, 2009, the automatic stay period was
commenced. The order confirming the Debtor's plan and discharging
Spectrum, dated July 15, 2009, ended the stay period. The automatic
stay period was a total of 162 days, which, if added to the end of
the two-year limitations period, May 30, 2009, would yield a
mandatory filing date of November 8, 2009. Pedroia, however, did
not file her complaint until January 2010, which deems it
untimely.

Pedroia contended that the trial court should have accepted her
theories of equitable tolling, equitable estoppel, and implied
tolling. The Court concluded that she had failed to establish
error.

Justice Needham further ruled that even if the court should have
allowed lawyer John Henning to appear specially on behalf of
Pedroia, "it would not have been required to allow him to argue,
since neither Pedroia nor anyone on her behalf gave timely notice
to the court and Spectrum's counsel of an intent to oppose the
tentative ruling. And even if Henning had been allowed to argue on
Pedroia's behalf, there is no indication in the record -- or even
in Pedroia's appellate briefs -- that it would have made any
difference. The motion for judgment on the pleadings was fully
briefed, and any argument by Henning would have been limited by
those briefs. Pedroia does not explain what Henning would have
argued if given the chance, or why it possibly could have resulted
in a different outcome. Indeed, the arguments presented by Henning
in this appeal as Pedroia's appellate counsel have no merit
whatsoever."

A copy of Justice Needham's Decision is available at
http://is.gd/Y3IagO from Leagle.com.

                       About Spectrum Brands

Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc.
("Spectrum Brands") is a global consumer products company with a
diverse product portfolio including small appliances, consumer
batteries, lawn and garden, electric shaving and grooming,
residential locksets, pet supplies and household insect control.

Spectrum Brands, Inc., and 13 subsidiaries filed separate
Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead
Case No. 09-50455).  The Hon. Ronald B. King presided over the
cases.  Lawyers at Vinson & Elkins LLP served as the Debtors'
counsel.  Sutherland Asbill & Brennan LLP acted as special counsel;
Perella Weinberg Partners LP, served as financial advisor; Deloitte
Tax LLP acted as tax consultant; and Logan & Company Inc. served as
claims and noticing agent.  An official committee of equity
security holders -- composed of Mittleman Brothers, LLC, Ralston H.
Coffin, Cookie Jar LLC and the Peter and Karen Locke Living Trust
-- was appointed by the U.S. Trustee in Spectrum's bankruptcy cases
on March 11, 2009.  The Equity Committee has tapped Alston & Bird
LLP as its bankruptcy counsel.  At the time of the bankruptcy
filing, Spectrum Brands had roughly $2.2 billion in total assets
and $3.2 billion in total liabilities.

On July 15, 2009, the U.S. Bankruptcy Court for the Western
District of Texas entered a written order confirming the Company's
joint plan of reorganization.  On July 15, the official committee
of equity security holders appointed in the Chapter 11 cases
appealed the confirmation order.  By order dated August 19, the
Fifth Circuit Court of Appeals lifted this stay.  On August 28, the
Company emerged from bankruptcy.


SPIG INDUSTRY: U.S. Trustee Forms Creditor's Committee
------------------------------------------------------
The U.S. Trustee for Region 4 appointed two creditors of Spig
Industry LLC to serve on an official committee of unsecured
creditors:

     (1) Mike Borzych
         Feralloy Corp.
         8755 W. Higgins Rd.
         Suite 970
         Chicago, IL 60631

     (2) Marcile Staub
         AZZ Galvanizing
         1800 West 21st Street
         Tulsa, OK 74137

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

                        About Spig Industry

Spig Industry, LLC, a Bristol, Virginia-based manufacturer of guard
rails, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Va.
15-70310) in Roanoke, Virginia, on March 16, 2015, with $21.0
million in assets against $11.7 million in debt.

The case is assigned to Judge Paul M. Black.

The Debtor tapped Robert Tayloe Copeland, Esq., at Copeland Law
Firm, P.C., in Abingdon, Virginia, serves as counsel.


SPIRIT MOUNTAIN: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Spirit Mountain Group, Inc.
        2935 N. Arkansas Street
        Rogers, AR 72756

Case No.: 15-71244

Chapter 11 Petition Date: May 5, 2015

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T Barry

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  BLAIR & BRADY ATTORNEYS AT LAW
                  109 N. 34th Street
                  P. O. Box 1715
                  Rogers, AR 72756
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  Email: email@johnmblair.com

Total Assets: $469,138

Total Liabilities: $2.34 million

The petition was signed by Wanda Munson, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/arwb15-71244.pdf


T-L BRYWOOD: RCG Ventures' Plan Disclosures Hearing on May 21
-------------------------------------------------------------
Judge J. Philip Klingeberger will convene a hearing on May 21,
2015, at 11:00 a.m. to consider the adequacy of the information in
the disclosure statement explaining creditor RCG-KC Brywood, LLC's
proposed plan for T-L Brywood LLC.  Objections are due May 14.

RCG-KC Brywood, an entity formed by RCG Ventures Distressed Real
Estate Opportunity Fund, LP, has filed a plan that provides for the
reorganization of the Debtor through, among other things, a
substantial cash infusion from RCG, the Debtor's largest secured
creditor and its prepetition lender, in exchange for a cancellation
of all current Equity Interests in the Debtor and the issuance of
shares in the Reorganized Debtor in favor of RCG. RCG, as proponent
of the RCG Plan, believes that the RCG Plan provides better
treatment for creditors of the Debtor than would be obtained either
in a liquidation or approval of the Debtors' First Amended Joint
Plan of Reorganization (the "Debtors' Plan").

Because RCG has agreed to make substantial payments to all
stakeholders -- other than existing equity -- the Plan provides
greater and quicker distributions of available cash to unsecured
creditors of the Debtor than creditors would receive in either a
liquidation of the Debtor or consummation of the Debtors' Plan. In
addition, RCG has agreed, in accordance with the RCG Plan, to
convert its unsecured deficiency claim to equity in the Reorganized
Debtor.

The RCG Plan offers to treat claims and interests as follows.

  -- The Class 1 RCG Secured Claim of $8.35 million will be paid in
full 5 years after the Effective Date.  The class is impaired.
Projected recovery: 100%

  -- The Class 2 RCG Unsecured Deficiency Claim estimated at $3.91
million will be converted to 100% of the new equity interests in
the Reorganized Debtor.  The class is impaired.  Projected
recovery: 12.79%

  -- The holder of the Class 3 Jackson County Secured Claim of
$85,000 will receive cash equal to the unpaid portion of the claim.
The class is unimpaired.  Projected recovery: 100%

  -- Holders of Class 4 General Unsecured Claims totaling $135,000
will receive cash equal to the unpaid portion of the face value of
the general unsecured claims.   The class is impaired.  Projected
recovery: 100%

  -- The holder of the Class 5 Planet Fitness Claim totaling
$200,000 will receive rent reduction of $200,000 to be divided into
12 monthly installment credits against rent obligations.  The class
is impaired.  Projected recovery: 100%

  -- The holders of the Class 6 Mesirow Note Claim of $1 million
will receive $600,000 in cash on the effective date of the Plan.
The class is impaired.  Projected recovery: 60%

  -- The holders of Class 7 insider claims totaling $1 million will
receive new notes in an amount equal to 50% of the allowed insider
claims.  The class is impaired.  Projected recovery: 50%

  -- Holders of Class 8 equity interests won't receive any
distributions.  The class is impaired.  Projected recovery: 0%

All impaired classes -- other than the holders of insider claims
and the equity holders -- are entitled to vote to accept or reject
the Plan.  Holders of equity interests are deemed to reject the
Plan as they won't be receiving anything.  Pursuant to Section
1129(a)(10) of the Bankruptcy Code, acceptances of the Plan by
insiders are not considered in determining whether a class of
Claims has accepted the Plan and, accordingly, holders of Class 7
Insider Claims will not be solicited for acceptances of the Plan.

A copy of the RCG Disclosure Statement filed April 3, 2015, is
available for free at:

    http://bankrupt.com/misc/T-L_Brywood_DS_RCG.pdf

A copy of the RCG Plan, as amended April 14, 2015, is available for
free at:

    http://bankrupt.com/misc/T-L_Brywood_1st_Am_Plan_RCG.pdf

RCG-KC Brywood's attorneys can be reached at:

         David J. Fischer, Esq.
         Phillip W. Nelson, Esq.
         Yeny C. Estrada, Esq.
         LOCKE LORD LLP
         111 South Wacker Drive
         Chicago, IL 60606
         Telephone: 312-201-2000
         Facsimile: 312-201-2555
         E-mail: david.fischer@lockelord.com
                 phillip.nelson@lockelord.com
                 yeny.estrada@lockelord.com

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  The case was transferred to
the U.S. Bankruptcy Court for the Northern District of Indiana
(Case. 13-21804) on May 14, 2013.  The petition was signed by
Richard Dube, president of Tri-Land Properties, Inc., manager.
Judge Donald R. Cassling oversees the case.

T-L Brywood owns and operates a commercial shopping center known as
the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas
City, Missouri.  The property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor disclosed total assets of $16.7 million and total
liabilities of $14.0 million in its schedules.  

The Debtor is represented by David K. Welch, Esq., Arthur G. Simon,
Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch &
Clar, in Chicago.

The Debtor and creditor RCG-KC Brywood, LLC, have filed competing
plans in the Chapter 11 case.


TRANSDIGM INC: Moody's Affirms 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed the ratings, including the B2
Corporate Family Rating and the B2-PD Probability of Default rating
of TransDigm, Inc.  Concurrently, Moody's affirmed the Ba3 ratings
on the company's $420 million senior secured revolver due 2018 and
the $825 million senior secured term loan D facility due 2021, and
assigned a Caa1 rating to the new $450 million senior subordinated
notes due 2025. Proceeds from the transaction will be used to
finance the $500 million acquisition of Pexco Aerospace and to
replenish balance sheet cash. The rating outlook remains stable.

Issuer: TransDigm, Inc.

The following ratings were affirmed:

  -- Corporate Family Rating, affirmed at B2

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

  -- $420 million senior secured revolver due 2018, to be upsized
     to $500 million, affirmed Ba3 (LGD2)

  -- $500 million ($490 million outstanding) senior secured term
     loan B due 2017, affirmed Ba3 (LGD2)

  -- $2,600 million ($2, 553 million outstanding) senior secured
     term loan C due 2020, affirmed Ba3 (LGD2)

  -- $825 million ($821 million outstanding) senior secured term
     loan D due 2021, to be upsized to $1,275 million, affirmed
     Ba3 (LGD2)

  -- $550 million senior subordinated notes due 2020, affirmed
     Caa1 (LGD5)

  -- $500 million senior subordinated notes due 2021, affirmed
     Caa1 (LGD5)

  -- $1,150 million senior subordinated notes due 2022, affirmed
     Caa1 (LGD5)

  -- $1,200 million senior subordinated notes due 2024, affirmed
     Caa1 (LGD5)

  -- Speculative grade liquidity rating at SGL-1

  -- Rating outlook, Stable

The following ratings were assigned:

  -- $450 million senior subordinated notes due 2025, assigned
     Caa1 (LGD5)

The B2 corporate family rating reflects TransDigm's high tolerance
for financial risk, elevated leverage levels, and a track-record of
aggressive debt-financed acquisitions and shareholder
distributions. These considerations are partially tempered by
TransDigm's focus on the highly profitable aerospace aftermarkets,
the sole-source nature of many of its products, and its strong
liquidity profile. This liquidity position coupled with TransDigm's
high margins, afford the company some of the financial flexibility
necessary to manage its large debt burden. Moody's view TransDigm's
sizable and growing installed base of products across multiple
platforms and carriers, along with its focus on the profitable
aftermarket business, as adding stability to the company's revenue
stream. TransDigm derives about 55% of its sales and in excess of
75% of its EBITDA from the aftermarket segment which serves to
partially mitigate the risks associated with the cyclical nature of
the industry. The entirely debt-financed acquisition of Pexco is
aggressive and is expected to result in pro forma Moody's adjusted
Debt-to-EBITDA of about 7.1x (or 8.0x excluding debt refinancing,
acquisition, or non-cash compensation costs). These leverage levels
place TransDigm firmly at the weaker end of the rating category and
will constrain financial flexibility over the next 12 months.

The stable outlook reflects expectations that TransDigm will
delever over the coming quarters through continued EBITDA growth
and that the company will not make dividends or significant
debt-financed acquisitions in the near-term.

The SGL-1 speculative grade liquidity rating denotes a strong
liquidity profile. TransDigm has a record of generating robust free
cash flows (CFO less capex) driven by the company's high margin
aftermarket business, modest levels of capital expenditures
(expected to remain around $50 million for the next year), and
relatively muted working capital requirements. Pro forma March 2015
cash balances of $700 million and modest term loan annual
amortization of approximately $43 million also support the
liquidity profile. The SGL-1 rating also benefits from an undrawn
$420 million revolver due 2018 (expected to be upsized to $500
million as part of the pending acquisition). The revolver contains
a springing net leverage of 7.25x if usage under the facility
exceeds 25% and Moody's expect the company to maintain ample room
with respect to the covenant.

A ratings upgrade is unlikely over the next 12 months given
TransDigm's highly leveraged balance sheet and its aggressive
financial policy. Likely drivers for an upgrade would include
leverage sustained below 5.0x coupled with the maintenance of the
company's industry leading margins and a continuation of the strong
liquidity profile.

The rating or outlook could come under pressure if TransDigm is
unable to make steady progress in reducing leverage from the
elevated levels resulting from the Pexco acquisition. Additional
debt-financed dividends or acquisitions in the near-term would
likely result in a downward rating action. A weakening outlook for
commercial aerospace or military markets, sustained margin erosion,
or a deteriorating cash flow/liquidity profile, would also pressure
the rating or outlook downward. In order to avoid pressure on the
rating the company will need to remain on a trajectory to achieve
Debt-to-EBITDA approaching 6.5x with FCF-to-Debt above 7.0% by the
end of 2015.

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


TRANSDIGM INC: S&P Rates New $450MM Subordinated Notes 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to TransDigm Inc.'s proposed $450
million senior subordinated notes.  The '6' recovery rating
indicates S&P's expectation that noteholders will receive
negligible recovery (0%-10%) in a payment default scenario.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's existing $500 million revolver (being increased from $420
million).  The '3' recovery rating on the revolver remains
unchanged, indicating S&P's expectation for meaningful recovery
(50%-70%; upper half of the range) in the event of a payment
default.

S&P also affirmed its 'B' issue-level rating on TransDigm's $1.271
billion term loan D (being upsized from $821 million).  S&P's '3'
recovery rating on the term loan is unchanged.  The '3' recovery
rating reflects S&P's expectation for meaningful recovery (50%-70%;
upper half of the range) in the event of a payment default.

TransDigm plans to use the proceeds from this transaction to
finance planned acquisitions and increase the cash on its balance
sheet, which will slightly increase its leverage.

S&P's corporate credit rating on TransDigm reflects the company's
leading positions in niche markets for highly engineered aircraft
components, solid operating performance, efficient operations, and
good product diversity, but also incorporates the risks associated
with its exposure to the cyclical and competitive commercial
aerospace industry.  The company has adopted a more aggressive
financial policy in recent years, demonstrating an appetite for
high leverage, and S&P expects its credit measures to remain weak
as TransDigm continues to use its excess cash and debt to fund
acquisitions and periodic large special dividends, with
debt-to-EBITDA remaining over 6.0x.  However, the company continues
to generate solid earnings and cash flows and high margins, which
have partially offset its increased leverage.

RECOVERY ANALYSIS

Key Analytical Factors

S&P completed a recovery analysis and affirmed its issue-level
ratings on TransDigm's upsized $500 million revolver due 2018 and
$1.271 billion first-lien term loan D due 2021.  S&P also assigned
its 'CCC+' issue-level rating and '6' recovery rating to the
company's proposed $450 million senior subordinated notes.  S&P's
default scenario simulates a default occurring in 2018 as a result
of a decline in global air travel due to weak economic conditions.
S&P also believes its debtholders would achieve a higher recovery
value through reorganization rather than a liquidation of the
business.  S&P assumed a higher emergence EBITDA to reflect impact
of recent acquisitions.

Simulated Default Assumptions
   -- Simulated year of default: 2018
   -- EBITDA at Emergence: $550 million
   -- EBITDA Multiple: 6x

Simplified Waterfall
   -- Net enterprise value (after 5% administrative costs): $3.135

      billion
   -- Valuation split (obligors/nonobligors): 95%/5%
   -- Collateral value available to secured creditors: $2.943
      billion
   -- Secured first-lien debt: $4.774 billion
      --Recovery expectations: 50%-70% (high end of the range)
   -- Total value available to unsecured claims: $54.9 million
   -- Structurally subordinated debt: $3.980 billion
      --Recovery expectations: 0%-10%

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.

RATINGS LIST

TransDigm Inc.
Corporate Credit Rating               B/Stable/--

Ratings Affirmed

TransDigm Inc.
$500 Mil. revolver                    B
  Recovery Rating                      3H
$1.271 Bil. term loan D               B
  Recovery Rating                      3H

New Ratings

TransDigm Inc.
Proposed $450 Mil.
  sr subordinated notes                CCC+
  Recovery Rating                      6



US SHALE: S&P Cuts Corp. Credit Rating to 'CC', Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on US Shale Solutions Inc. to 'CC' from 'CCC'.  The outlook
is negative.

S&P also lowered the issue-level rating on the company's senior
secured notes to 'CCC-' (one notch above the corporate credit
rating) from 'CCC+'.  The '2' recovery rating on the senior secured
notes is unchanged, indicating S&P's expectation of substantial
recovery (70% to 90%; upper half of range) to bondholders in the
event of payment default.

"We no longer expect U.S.-based oilfield services and
infrastructure provider U.S. Shale Solutions to meet its financial
obligations as they come due," said Standard & Poor's credit
analyst John Rogers.  "The company recently disclosed that it is
evaluating strategic alternatives, including reducing or delaying
capital spending, selling assets, seeking additional capital,
refinancing, or restructuring," added Mr Rogers.

S&P no longer expects US Shale's interest coverage ratio to be
above 1x for year-end 2015 and anticipate the company will miss an
interest payment or restructure its debt.  In addition, S&P expects
the company to breach its net leverage covenant within the next six
months, which could lead to all notes becoming due and payable
immediately.  This is primarily based on S&P's expectations of
weaker operational performance amid the volatile commodity price
environment and the substantial reductions in exploration and
production (E&P) capital spending programs.

The negative outlook reflects S&P's view that a default is almost
certain for US Shale.

S&P could lower the rating if the company misses an interest
payment, enters into a distressed exchange, or files for
bankruptcy.

S&P could consider a positive rating action if it believed the
company would be able to meet its financial obligations.  



UTSTARCOM HOLDINGS: Delays Form 20-F Report Filing
--------------------------------------------------
UTStarcom Holdings Corp. filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 20-F for the year ended
Dec. 31, 2014.     

The Company was unable to compile the necessary financial
information required to prepare a complete filing in a timely
manner without unreasonable effort or expense.  The Company said it
is investigating and assessing several control deficiencies noted
recently that could be material weaknesses and needs more time to
finalize its assessment on controls over financial reporting.  The
Company expects to file within the extension period.

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

For the 12 months ended Dec. 31, 2014, the Company reported a net
loss of $30.3 million on $129 million of net sales compared with a
net loss of $22.7 million on $164 million of net sales during the
previous year.

As of Dec. 31, 2014, the Company had $279 million in total assets,
$164 million in total liabilities, and $115 million in total
equity.


VIKING CRUISES: Moody's Assigns 'B1' CFR & Rates $250MM Notes 'B3'
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Viking Cruises,
Ltd. proposed $250 million senior unsecured notes due 2025. At the
same time, Moody's assigned Viking Cruises, Ltd. a B1 Corporate
Family rating and a B1-PD Probability of Default rating. Moody's
also affirmed the B3 rating on the existing $525 million 8.5%
senior unsecured notes due 2022 issued by Viking Cruises, Ltd. The
rating outlook remains stable.

The proceeds of the proposed $250 million notes offering will be
used to support the new ship construction at Viking Ocean Cruises
Ltd, a wholly owned subsidiary of Viking Cruises. The assignment of
the B1 Corporate Family Rating and B1-PD Probability of Default
Rating acknowledges that all debt has been repaid at Viking Cruises
parent company, MISA Investments Limited. Thus the Corporate Family
Rating is being moved to Viking Cruises, Ltd. from MISA Investments
Limited.

The $250 million in proposed senior unsecured notes causes an
increase in pro-forma net adjusted debt / EBITDAR to 5.7 times from
4.9 times at December 31, 2014. Since Viking maintains high cash
balance ($566 million at 12/31/14) and is expected to continue to
build cash from free cash flow, Moody's has netted $266 million
(gross cash less $300 million for liquidity) from the company's
debt balance.

For Viking Cruises, Ltd.:

The following ratings are assigned:

  -- Corporate Family Rating at B1

  -- Probability of Default Rating at B1-PD

  -- Proposed $250 million senior unsecured notes due 2025 at B3,
     LGD 5

The following rating is affirmed:

  -- $525 million senior unsecured notes due 2022 at B3, LGD 5

  -- Outlook is Stable

For MISA Investments Limited:

The following ratings are withdrawn:

  -- Corporate Family Rating at B1

Probability of Default Rating at B1-PD

  -- Outlook has been withdrawn

Viking's B1 Corporate Family Rating reflects its well-recognized
brand name in a small market segment in the cruise industry. Viking
estimates that it has a 49% market share of the European River
Cruise market. The growth in the river cruise market is expected to
notably slow in 2015. Viking only intends to increase its river
capacity by 16% in 2015 compared to 44% in 2014. In addition,
Viking is facing pricing pressure in 2015 as reflected by an
expected decline in net cruise revenue per passenger cruise day.
These two factors when combined will result in a slowdown in
significant slowdown in growth at the river cruise subsidiary.
However, the slowdown in growth at the river cruise subsidiary will
be partially offset by the launch of Viking's first ocean cruise in
April 2015 which already is 92% booked for 2015. Viking is expected
to deploy an additional ocean cruise ship in 2016 with two more
ships scheduled for 2017. The rating acknowledges that Viking's
leverage is very high, with gross rent adjusted debt to EBITDAR pro
forma for the proposed $250 million notes offering of 6.6 times. It
also acknowledges that leverage will remain high for the next
twelve to eighteen months. Moody's expects that with the slowdown
in growth combined with the incremental ship debt will result in
gross rent adjusted debt to EBITDAR temporarily peaking at 7.0
times at the end of fiscal 2015 before falling in 2016. However,
there is a risk that Viking's pricing model will remain pressured
going forward, potentially limiting the amount of deleveraging from
earnings growth. The ratings are supported by Viking's good forward
booking visibility as a high proportion of the following year's net
cruise revenues are booked by late fall of the prior year. This
visibility along with a short lead time to build new river vessels,
about 12 to 15 months -- enables the company to adjust capacity
expansion to demand trends. Also considered is the company's good
liquidity provided by its high cash balances and adequate interest
coverage with pro forma EBITA to interest expense of 1.7 times.

The stable rating outlook reflects Moody's expectation that the
growth at Viking's river cruise subsidiary will slow but that
Viking will be able to maintain consolidated net cruise revenue per
passenger cruise day(before reserves) above $390 while maintaining
around a low to mid 90% load factor.

The ratings could be downgraded if, for any reason, there is a
meaningful deterioration in occupancy (load falls to 90%) or
pricing (should net cruise revenue per passenger cruise day after
reserves below $370) or if lease adjusted net debt/EBITDAR remains
above 5.5 times as calculated using only the amount of cash in
excess of $300 million. If Viking does not continue to maintain
available cash balances above $300 million, ratings could also be
downgraded if lease adjusted gross debt/EBITDAR rises above 6.0
times. Ratings could also be downgraded should Viking choose to
return value to shareholders.

Moody's does not anticipate upward rating momentum in the
foreseeable future given Viking's debt financed capacity expansion
plans which will keep rent adjusted debt to EBITDAR high until
beyond 2017. Moody's also does not anticipate upward rating
momentum given Viking's expansion plans into the Mississippi River
market in 2018 as Moody's is concerned this market may be more
challenging than the European river market. A higher rating would
require the demand environment remain strong enough to support a
solid return on capacity expansion, lower and sustainable rent
adjusted debt to EBITDAR below 5.0 times.

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

MISA Investments Limited is the holding company of Viking Cruises,
Ltd that in turns owns Viking River Cruises, Ltd and Viking Ocean
Cruises, Ltd. Viking Ocean Cruises Ltd is currently an unrestricted
subsidiary of Viking Cruises Ltd. As of December 31, 2014 Viking
marketed a fleet of 54 river cruise vessels under the Viking River
Cruises brand. It April 2015 it launched its first ocean cruise
vessel for the 2015 season. Total net revenues are about $870
million.


VIKING CRUISES: S&P Affirms B+ Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B+' corporate credit rating, on Woodland Hills,
Calif.-based Viking Cruises Ltd.  The rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to
Viking's planned $250 million in senior notes due 2025.  The
recovery rating is '4', reflecting S&P's expectation for average
(30% to 50%; in the upper half of the range) recovery in the event
of a payment default.

S&P expects the company to use proceeds from the proposed notes
issuance largely to fund capital expenditures related to ocean
ships.

"The affirmation reflects our belief that, notwithstanding Viking's
recent price discounting in a maturing river cruise market, it will
successfully manage capacity growth in a way that allows it to
maintain leverage under 6x, the threshold at which we would
consider lower ratings on the company," said Standard & Poor's
credit analyst Ariel Silverberg.

S&P believes that Viking's net cruise revenue per passenger cruise
day (NCR per PCD) in the river segment will decline in the low- to
mid-single digits through 2016, as the company seeks to fill ships.
S&P expects Viking to manage capacity growth by pulling back on
river ship orders, and taking some vessels out of service through
2016, in order to match capacity growth with current demand trends.
As a result, S&P has lowered its forecast for EBITDA growth to the
mid-teens percent area for 2015 and 2016, from well above 30%
previously.  S&P's forecast for adjusted debt to EBITDA also
incorporates its expectation for incremental vessel related
financing of around $770 million through 2016, which is
meaningfully lower than S&P's prior expectation as the company
pulls back on ship orders.  Under S&P's forecast, adjusted debt to
EBITDA remains in the mid- to high-5x area.

S&P's 'B+' corporate credit rating reflects its assessment of
Viking's business risk profile as "fair" and its financial risk
profile as "highly leveraged."

The stable outlook reflects S&P's expectation that EBITDA growth
from additional new vessels will help offset the incremental debt
that is required to build these new vessels, and S&P's view that
Viking has continued flexibility to reduce vessel orders to manage
capacity growth such that adjusted debt to EBITDA remains below 6x
through 2016.

S&P could revise the outlook to negative or lower the ratings if
adjusted debt to EBITDA were to increase to 6x or above.  This
would likely result if the company is unsuccessful at managing
capacity growth and demand, resulting in lower EBITDA growth than
S&P currently is forecasting.  S&P could also lower the rating if
it come to believe that management will increase leverage to pursue
additional dividends.

S&P would consider revising the outlook to positive or raising the
rating once Viking demonstrates a longer track record of absorbing
meaningful increases in river and ocean capacity and offsetting
additional significant debt issuance with EBITDA growth in a manner
that sustains adjusted debt to EBITDA below 5x.



WESTMORELAND COAL: Q1 Results Call Hell; Transcript Available
-------------------------------------------------------------
Westmoreland Coal Company issued a press release announcing its
financial results for the first quarter ended March 31, 2015.  On
April 24, 2015, the Company hosted a conference call with investors
to discuss its financial and operating results for the first
quarter ended March 31, 2014.  The conference call was made
available to the public via conference call and webcast.  The
transcript of the conference call is available for free at
http://is.gd/QuOnNJ

Westmoreland Coal Company reported a net loss applicable to common
shareholders of $11.73 million on $371.48 million of revenues for
the three months ended March 31, 2015, compared to a net loss
applicable to common shareholders of $19.29 million on $180.2
million of revenues for the same period a year ago.

"We are pleased with the results of the first quarter," said Keith
E. Alessi, Westmoreland's CEO.  "Our larger, diversified footprint
paid off as the results for the quarter matched up with internal
expectations.  While it was a weak quarter for the power segment,
we made up for it elsewhere.  During the quarter we successfully
integrated both the Oxford and Buckingham operations and I
appreciate the efforts of all our new associates as they embraced
the Westmoreland culture."

"We are also pleased to announce that one of our subsidiaries
Westmoreland Resources, Inc., has reached a new collective
bargaining agreement with the International Union of Operating
Engineers, Local 400. Negotiations began on February 23, 2015 and
concluded on April 10, 2015 after which the first ever six-year
agreement was ratified by the majority of the Union members on
April 17, 2015.  This historic agreement will remain in effect
until May 31, 2021.  The mutually beneficial agreement was voted on
by over 89% of the Union members and it passed by a significant
margin."

Westmoreland's cash position increased primarily due to $71 million
of net proceeds from the January 2015 add-on term debt.

A full-text copy of the press release is available at:

                        http://is.gd/y50KHL

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal Company reported a net loss applicable to common
shareholders of $173 million in 2014, a net loss applicable to
common shareholders of $6.05 million in 2013 and a net loss
applicable to common shareholders of $8.58 million in 2012.

As of March 31, 2015, Westmoreland Coal had $1.82 billion in total
assets, $2.21 billion in total liabilities, and a $389 million
total deficit.

                           *     *     *

As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating
Services raised its corporate credit rating on Westmoreland Coal
Co. one-notch to 'B' from 'B-'.  "The stable outlook is supported
by Westmoreland's committed sales position over the next year,
which should result in stable cash flows," said Standard & Poor's
credit analyst Chiza Vitta.

Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to
the company's proposed new $300 million First Lien Term Loan, the
TCR reported on Nov. 20, 2014.  The upgrade of the CFR reflects the
company's successful integration of the Canadian mines acquired in
April 2014, and Moody's expectation that the company's Debt/ EBITDA
will track at around 5x in 2015 and 2016 and that the
company will be break-even to modestly free cash flow positive
over the same time period.


WHITTEN FOUNDATION: Creditors Meeting Continued to June 4
---------------------------------------------------------
The U.S. trustee overseeing the Chapter 11 case of Whitten
Foundation will continue the meeting of creditors on June 4, 2015,
at 2:30 p.m., according to a filing with the U.S. Bankruptcy Court
for the Western District of Louisiana.

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 Whitten Foundation

Whitten Foundation owns and operates two apartment complexes
located in the State of Louisiana.

Whitten Foundation sought Chapter 11 bankruptcy protection (Bankr.
W.D. La. Case No. 15-20237) in Lake Charles, Louisiana, on
March 31, 2015.

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

According to the docket, the official schedules of assets and
liabilities, as well as the statement of financial affairs are due
April 14, 2015.  The Debtor's Chapter 11 plan and disclosure
statement are due July 29, 2015.

Judge Robert Summerhays presides over the case.

The Debtor has tapped Gerald J. Casey, Esq., in Lake Charles,
Louisiana, as its counsel.


YRC WORLDWIDE: Posts $21.6 Million Net Loss in First Quarter
------------------------------------------------------------
YRC Worldwide Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $21.6 million on $1.18
billion of operating revenue for the three months ended March 31,
2015, compared to a net loss attributable to common shareholders of
$88.3 million on $1.21 billion of operating revenue for the same
period a year ago.

As of March 31, 2015, the Company had $1.96 billion in total
assets, $2.44 billion in total liabilities, and a $480 million
total shareholders' deficit.

"During the first quarter of 2015, YRC Freight's continued pricing
discipline and active freight mix management delivered
year-over-year yield improvements of 2.6% including fuel surcharge
and 8.2% excluding fuel surcharge," said James Welch, chief
executive officer of YRC Worldwide.  "This yield performance
contributed to a 430 basis point improvement in operating ratio at
YRC Freight as compared to the first quarter 2014.  Partially
offsetting the yield and mix improvements was a decline in volume
as YRC Freight prioritized yield and profitability improvements
over tonnage growth to ensure that it had the right freight at the
right price in the network," stated Welch.

At March 31, 2015, the company had cash and cash equivalents and
amounts able to be drawn under its ABL facility totaling $175.6
million.  For comparison, as of Dec. 31, 2014, cash and cash
equivalents and amounts able to be drawn totaled $198.2 million.
For the three months ended March 31, 2015, cash used in operating
activities was $25.8 million as compared to cash used in operating
activities of $56.2 million for the three months ended March 31,
2014, an improvement of $30.4 million.

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

                         http://is.gd/TVIOUF

                         About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

YRC Worldwide reported a net loss attributable to common
shareholders of $85.8 million in 2014, a net loss attributable to
common shareholders of $83.6 million in 2013 and a net loss
attributable to common shareholders of $140.4 million in 2012.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


[*] Lisa Schiller Joins McGlinchey Stafford's Bankruptcy Practice
-----------------------------------------------------------------
McGlinchey Stafford PLLC on May 5 disclosed that accomplished
bankruptcy attorney Lisa M. Schiller has joined the firm's Fort
Lauderdale, Fla. office as a Member.  She will practice in the
firm's national Creditors' Rights and Bankruptcy Practice Group.

Ms. Schiller has extensive experience in the fields of bankruptcy,
creditors' rights, commercial workout and foreclosure disputes, and
commercial litigation, and has represented clients in these areas
for more than 20 years.  She began her legal career in 1993 with
what later became Rice Pugatch Robinson & Schiller P.A., and over
the past two decades built a diverse practice with in-depth
knowledge of the rights of both creditors and debtors.

"We're absolutely thrilled to welcome Lisa to the firm," said Rudy
Aguilar, Managing Member of McGlinchey Stafford.  "She is a
well-rounded, highly respected attorney with keen knowledge of
creditor-debtor rights and business reorganization, as well as
commercial litigation, and adds considerable depth to our Florida
and national practices in that space," Mr. Aguilar added.

Recognized by peers and clients for her accomplishments in the
practice of law in Chambers USA – America's Leading Lawyers for
Business, South Florida Legal Guide, and Florida Super Lawyers,
Schiller is an active member of the Florida and national legal
communities in her field.  She has served in several leadership
positions within the Florida Bar's Business Law Section and
previously served as President of the Bankruptcy Bar Association of
the Southern District of Florida.  She is also a member of the
American Bankruptcy Institute and the International Women's
Insolvency and Reorganization Confederation, and served as
Treasurer of the latter organization's South Florida Chapter.
Schiller is licensed in both Florida and New York.

"I'm excited to be joining McGlinchey Stafford's Creditors' Rights
and Bankruptcy team," said Ms. Schiller.  "The firm is well
positioned for growth in these areas in Florida as well as
nationwide, and I look forward to contributing to this esteemed
group."

Since opening its first office in Florida less than five years ago,
McGlinchey Stafford has grown to 33 attorneys in the state, with 21
attorneys in its Fort Lauderdale office and 12 attorneys in its
Jacksonville office.

                     About Mcglinchey Stafford

McGlinchey Stafford -- http://www.mcglinchey.com-- is a
full-service law firm providing innovative legal counsel to
business clients nationwide. Guiding clients wherever business and
law intersect, McGlinchey Stafford's 200 attorneys are based in 12
offices in California, Florida, Louisiana, Mississippi, New York,
Ohio, Texas, and Washington, DC.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Bee Best Bee Removal, Inc.
   Bankr. S.D. Calif. Case No. 15-02586
      Chapter 11 Petition filed April 21, 2015
         See http://bankrupt.com/misc/casb15-02586.pdf
         represented by: Gregory Highnote, Esq.
                         BANKRUPTCY LEGAL GROUP
                         E-mail: Greg@BankruptcySD.com

In re Louisiana Delta Agri Services, LLC
   Bankr. W.D. La. Case No. 15-30521
      Chapter 11 Petition filed April 21, 2015
         See http://bankrupt.com/misc/lawb15-30521.pdf
         represented by: Leo A. Miller, Jr.
                         M. RANDALL DONALD, ATTORNEY AT LAW
                         E-mail: leoamillerjr.hotmail.com

In re Minerva Chiropractic Center Inc.
   Bankr. N.D. Ohio Case No. 15-60834
      Chapter 11 Petition filed April 21, 2015
         See http://bankrupt.com/misc/ohnb15-60834.pdf
         represented by: David A Mucklow, Esq.
                         DAVID A. MUCKLOW
                         E-mail: davidamucklow@yahoo.com

In re Consuelo Hurtado
   Bankr. D. Ariz. Case No. 15-04600
      Chapter 11 Petition filed April 21, 2015
   
In re Patrick Lee Kennedy
   Bankr. C.D. Calif. Case No. 15-16239
      Chapter 11 Petition filed April 21, 2015

In re Barbara Russo and Barbara Russo
   Bankr. C.D. Calif. Case No. 15-16293
      Chapter 11 Petition filed April 21, 2015

In re Larry Wayne Parr
   Bankr. D. Colo. Case No. 15-14201
      Chapter 11 Petition filed April 21, 2015

In re Saul Louisa and Marie Y Louisa
   Bankr. S.D. Fla. Case No. 15-17170
      Chapter 11 Petition filed April 21, 2015

In re Shawn T. Montee and Heather M Montee
   Bankr. D. Id. Case No. 15-20307  
      Chapter 11 Petition filed April 21, 2015


In re Lisa M. Di Diana
   Bankr. N.D. Ill. Case No. 15-14156
      Chapter 11 Petition filed April 21, 2015

In re Michael E. Sewell and Mary J. Sewell
   Bankr. D. Md. Case No. 15-15680
      Chapter 11 Petition filed April 21, 2015

In re Julian Pratt Waterman Archer and Jane Gochenour Archer
   Bankr. W.D. Ark. Case No. 15-71154
      Chapter 11 Petition filed April 28, 2015

In re Bert Thompson
   Bankr. C.D. Cal. Case No. 15-14237
      Chapter 11 Petition filed April 28, 2015

In re Smadar Rees
   Bankr. C.D. Cal. Case No. 15-11473
      Chapter 11 Petition filed April 28, 2015

In re Nishahomes IRA LLC
   Bankr. N.D. Cal. Case No. 15-41361
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/canb15-41361.pdf
         Filed Pro Se

In re Sindix, LLC
   Bankr. D. Mass. Case No. 15-16000
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/mdb15-16000.pdf
         represented by: James Holderness, Esq.

In re Millenium Cable & Networking, Inc.
   Bankr. D. Mass. Case No. 15-11667
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/mab15-11667.pdf
         represented by: Marques C. Lipton, Esq.
                         LAW OFFICE OF NICHOLAS F. ORTIZ, P.C.
                         E-mail: mcl@mass-legal.com

In re Keith Bradley Kramer
   Bankr. E.D. Mich. Case No. 15-46671
      Chapter 11 Petition filed April 28, 2015

In re 35300 Route 48 Holding Corp.
   Bankr. E.D.N.Y. Case No. 15-71775
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/nyeb15-71775.pdf
         represented by: Michael G. McAuliffe, Esq.
                         E-mail: mgmlaw@optonline.net

In re A'Mangiare of Elmsford, Inc.
   Bankr. S.D.N.Y. Case No. 15-22581
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/nysb15-22581.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA LLP
                         E-mail: apenachio@pmlawllp.com

In re Carolina Friends, LLC
   Bankr. E.D.N.C. Case No. 15-02363
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/nceb15-02363.pdf
         represented by: Travis Sasser, Esq.
                         SASSER LAW FIRM
                         E-mail: tsasser@carybankruptcy.com

In re Worldwide Relocation Services, Inc.
   Bankr. E.D.N.C. Case No. 15-02367
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/nceb15-02367.pdf
         represented by: Gordon C. Woodruff, Esq.
                         WOODRUFF, REECE & FORTNER
                         E-mail: gwoodruff@wrflaw.com

In re Restoration Properties Of Shelby, LLC
   Bankr. W.D.N.C. Case No. 15-40163
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/ncwb15-40163.pdf
         represented by: William S. Gardner, Esq.
                         GARDNER LAW OFFICES, PLLC
                         E-mail: Billgardner@gardnerlawoffices.com

In re Westerbeck Ventures, Inc.
   Bankr. S.D. Ohio Case No. 15-31350
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/ohsb15-31350.pdf
         represented by: Mitchell W. Allen, Esq.
                         ALLEN LAW FIRM
                         E-mail: mitchell@allenlawco.com

In re Jose L. Lizardi-Ortiz
   Bankr. D.P.R. Case No. 15-03076
      Chapter 11 Petition filed April 28, 2015

In re Mercedes Food Services, Inc.
   Bankr. D.P.R. Case No. 15-03098
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/prb15-03098.pdf
         represented by: Nelson Robles Diaz, Esq.
                         NELSON ROBLES-DIAZ LAW OFFICES, P.S.C.
                         E-mail: nroblesdiaz@gmail.com

In re Cesar HM Ventira Corporation
   Bankr. W.D. Tex. Case No. 15-30658
      Chapter 11 Petition filed April 28, 2015
         See http://bankrupt.com/misc/txwb15-30658.pdf
         represented by: Omar Maynez, Esq.
                         MAYNEZ LAW
                         E-mail: mail@maynezlaw.com

In re Keith Gregory Garretson, Jr. and Kathy Faye Garretson
   Bankr. S.D.W. Va. Case No. 15-20234
      Chapter 11 Petition filed April 28, 2015

In re Leonidas G. Lang and Sue G. Lang
   Bankr. N.D. Ala. Case No. 15-40695
      Chapter 11 Petition filed April 29, 2015

In re Palatial Investment Corp.
   Bankr. D. Ariz. Case No. 15-05099
      Chapter 11 Petition filed April 29, 2015
         Filed Pro Se

In re CanAm Properties, LLC
   Bankr. D. Ariz. Case No. 15-05125
      Chapter 11 Petition filed April 29, 2015
         See http://bankrupt.com/misc/azb15-05125.pdf
         represented by: Michael L. Gertell, Esq.
                         GERTELL & ROOS PLLC
                         E-mail: mgertellesq@aol.com

In re Tempe Taxi and Transportation LLC
   Bankr. D. Ariz. Case No. 15-05170
      Chapter 11 Petition filed April 29, 2015
         See http://bankrupt.com/misc/azb15-05170.pdf
         Filed Pro Se

In re Pamela Rae
   Bankr. C.D. Cal. Case No. 15-16841
      Chapter 11 Petition filed April 29, 2015

In re E & E Auto Transport, Inc.
   Bankr. M.D. Fla. Case No. 15-04401
      Chapter 11 Petition filed April 29, 2015
         See http://bankrupt.com/misc/flmb15-04401.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re New Dimension Christian Center
   Bankr. N.D. Ill. Case No. 15-15223
      Chapter 11 Petition filed April 29, 2015
         See http://bankrupt.com/misc/ilnb15-15223.pdf
         represented by: David R. Herzog, Esq.
                         HERZOG & SCHWARTZ, P.C.
                         E-mail: drhlaw@mindspring.com

In re Costless, Inc.
   Bankr. E.D. Mich. Case No. 15-31105
      Chapter 11 Petition filed April 29, 2015
         See http://bankrupt.com/misc/mieb15-31105.pdf
         represented by: Jeffrey A. Chimovitz, Esq.
                         E-mail: jeffchimovitz@gmail.com

In re J.B. Kreider Printing Co. Inc.
   Bankr. W.D. Pa. Case No. 15-21510
      Chapter 11 Petition filed April 29, 2015
         See http://bankrupt.com/misc/pawb15-21510.pdf
         represented by: Donald R. Calaiaro, Esq.
                         CALAIARO VALENCIK
                         E-mail: dcalaiaro@c-vlaw.com



                            *********

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 ***